SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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Spyglass, Inc.
(Name of Issuer)
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Common Stock (par value $.01 per share)
(Title of Class of Securities)
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852192103
(CUSIP Number)
March 9, 2000
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(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Motorola, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OR ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 933,334 (See response to Item 4(a))
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 933,334(See response to Item 4(a))
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
933,334(See response to Item 4(a))
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
5.4% (See response to Item 4(b))
12. TYPE OF REPORTING PERSON: CO
Item 1.
(a) Name of Issuer: Spyglass, Inc.
(b) Address of Issuer's Principal Executive Offices:
1240 East Diehl Road, Fourth Floor
Naperville, Illinois 60563
Item 2.
(a) Name of person filing: Motorola, Inc. 1/
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1/ General Instrument Corporation ("General Instrument") is the
registered holder of 700,000 shares of Common Stock and a currently
exercisable warrant to purchase an additional 233,334 shares of Common Stock.
General Instrument also holds warrants to purchase an additional 466,666
shares of Common Stock, which are not currently exercisable.
On January 5, 2000, pursuant to an agreement and plan of merger (the
"Agreement and Plan of Merger"), dated September 14, 1999, General Instrument
merged with and into Lucerne Acquisition Corp. ("Lucerne"), a Delaware
corporation and a wholly-owned subsidiary of Motorola (the "Merger"). As a
result of the Merger the separate corporate existence of Lucerne ceased and
General Instrument continued as the surviving corporation as a wholly-owned
subsidiary of Motorola. In connection with the Merger, each outstanding
share of General Instrument common stock was exchanged for 0.575 shares of
Motorola common stock, with cash in lieu of any fractional Motorola shares
that former General Instrument stockholders would have otherwise received.
As a result of the Merger, General Instrument became a wholly-owned
subsidiary of Motorola and, therefore, Motorola became the sole beneficial
owner of the 933,334 shares of Common Stock (including the 233,334 shares of
Common Stock underlying the warrant) held by General Instrument, with the
sole voting and investment power with respect to such shares. Consequently,
Motorola has assumed the reporting obligations with respect to such shares,
and no statements on Schedule 13G or amendments will be filed by General
Instrument with respect to such shares.
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(b) Address of principal business office, or, if none, residence:
1303 East Algonquin Road
Schaumburg, IL 60196
(c) Citizenship: Delaware Corporation
(d) Title of class of securities: Common Shares (par value $.01 per
share)
(e) CUSIP number: 852192103
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b) or (c), check whether the person filing is a: Not applicable.
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
2(d).
(a) Amount of beneficially owned: 933,334 2/
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2/ This beneficial ownership includes 700,000 shares of Common Stock
and 233,334 shares of Common Stock represented by the currently exercisable
warrant.
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(b) Percent of class: 5.4% 3/
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3/ Based on the number of Common Shares outstanding as of February 8,
2000 (as reported in Spyglass, Inc.'s Form 10-Q filed with the SEC on
February 11, 2000), Motorola's percentage ownership (including the 233,334
shares of Common Stock underlying the warrant) is 5.4% as of the date of
this filing.
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(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: 933,334
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 933,334
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of five percent or less of a class: Not Applicable
Item 6. Ownership of more than five percent on behalf of another person:
Not Applicable
Item 7. Identification and classification of the subsidiary which
acquired the security being reported on by the parent holding company: Not
Applicable
Item 8. Identification and classification of members of the group: Not
Applicable
Item 9. Notices of dissolution of group: Not Applicable
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: March 20, 2000 MOTOROLA, INC.
By: /s/ Carl F. Koenemann
Name: Carl F. Koenemann
Title: Executive Vice President and
Chief Financial Officer
