<PAGE>
As filed with the Securities and Exchange Commission on June 5, 2000
Registration No. 333-36320
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
Under the Securities Act of 1933
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MOTOROLA, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 36-1115800
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
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1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
------------------------
With a copy to:
Carl F. Koenemann Jeffrey A. Brown
Executive Vice President and Chief Senior Corporate Counsel
Financial Officer 1303 East Algonquin Road
1303 East Algonquin Road Schaumburg, Illinois 60196
Schaumburg, Illinois 60196 (847) 576-5014
(847) 576-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. [_]
------------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PROSPECTUS
10,224,225 Shares
[LOGO]
MOTOROLA, INC.
Common Stock
____________
These shares of Common Stock are being sold by the stockholders of Motorola
who are named on page 6 or their donee, pledgee or permitted assignee. Motorola
will not receive any part of the proceeds from the sale.
This number of shares of Motorola Common Stock reflects a 3-for-1 Common
Stock split in the form of a 200 percent stock dividend which was distributed on
June 1, 2000, to common stockholders of record on May 15, 2000.
The selling stockholders may offer their shares of Common Stock through
public or private transactions, on or off the United States exchanges, at
prevailing market prices, or at privately negotiated prices.
Motorola Common Stock is listed on the New York Stock Exchange and the
Chicago Stock Exchange and trades on U.S. exchanges with the ticker symbol:
"MOT". On June 2, 2000, the closing price of one share of Motorola Common Stock
on the New York Stock Exchange was $36.88.
These securities have not been approved by the Securities and Exchange
Commission or any state securities commission, nor have they determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
Motorola has agreed to pay the cost of the registration of these shares of
Common Stock and the preparation of this prospectus and registration statement
under which it is filed. The expenses so payable by Motorola are estimated to
be approximately $120,000.
____________
The date of this prospectus is June 5, 2000.
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
Section Page
------- ----
<S> <C>
Where You Can Find More Information................................ 4
Incorporation of Certain Documents by Reference.................... 4
The Company........................................................ 5
Use of Proceeds.................................................... 5
Selling Stockholders............................................... 6
Certain Relationships.............................................. 6
Plan of Distribution............................................... 7
Legal Matters...................................................... II-1
Experts............................................................ II-1
</TABLE>
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our SEC filings are also available at the office of the New York
Stock Exchange. For further information on obtaining copies of our public
filings at the New York Stock Exchange, you should call (212) 656-5060.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we file subsequently
with the SEC will automatically update this prospectus. We incorporate by
reference the documents listed below and any filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the initial filing of the registration statement that contains this prospectus
and prior to the time that all the securities offered by this prospectus are
sold:
. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
. The Company's Current Report on Form 8-K, dated January 5, 2000, as
amended on March 17, 2000.
. The Company's Current Report on Form 8-K, dated March 23, 2000, as
amended on March 24, 2000 and further amended on June 2, 2000.
. The Company's Quarterly Report on Form 10-Q for the period ended April
1, 2000.
. The description of the Common Stock included in the Registration
Statement on Form 8-B dated July 2, 1973, including any amendments or
reports filed for the purpose of updating such description.
. The description of the Company's Preferred Stock Purchase Rights
included in the Registration Statement on Form 8-A dated November 5,
1998, as amended.
You may request a copy of these filings (other than exhibits, unless that
exhibit is specifically incorporated by reference into that filing) at no cost,
by writing to or telephoning us at the following address:
A. Peter Lawson
Secretary, Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000.
You should rely only on the information contained or incorporated by
reference in this prospectus or the applicable prospectus supplement. We have
not authorized anyone else to provide you with different information. We may
only use this prospectus to sell securities if it is accompanied by a prospectus
supplement. We are only offering these securities in states where the offer is
permitted. You should not assume that the information in this prospectus or the
applicable prospectus supplement is accurate as of any date other than the dates
on the front of those documents.
4
<PAGE>
THE COMPANY
"Motorola" (which may be referred to as "we", "us", or "our") means
Motorola, Inc. or Motorola, Inc. and its subsidiaries, as the context requires.
"Motorola" is a registered trademark of Motorola, Inc.
Motorola is a global leader in providing integrated communications
solutions and embedded electronic solutions. These include:
. Software-enhanced wireless telephone, two-way radio, messaging and
satellite communications products and systems, as well as networking
and Internet-access products, for consumers, network operators, and
commercial, government and industrial customers.
. Embedded semiconductor solutions for customers in networking,
transportation, and wireless communications and imaging and
entertainment markets.
. Embedded electronic systems for automotive, communications, imaging,
manufacturing systems, computer and industrial markets.
. Digital and analog systems and set-top terminals for broadband cable
television operators.
Motorola is a corporation organized under the laws of the State of Delaware
as the successor to an Illinois corporation organized in 1928. Motorola's
principal executive offices are located at 1303 East Algonquin Road, Schaumburg,
Illinois 60196 (telephone number: (847) 576-5000).
USE OF PROCEEDS
All of the net proceeds from the sale of the Motorola shares will go to the
stockholders who offer and sell their shares. Accordingly, Motorola will not
receive any proceeds from sales of the Motorola shares.
5
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SELLING STOCKHOLDERS
All of the shares of Common Stock offered hereby are being sold by the
stockholders listed below. From time to time, the selling stockholders will
determine the number of shares which they may sell. Beneficial ownership of the
common stock listed in the table has been determined in accordance with the
applicable rules and regulations promulgated under the Securities Exchange Act
of 1934, as amended.
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
prior to the Offering after the Offering (1)
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Shares to be
Percent of Sold in the Percent of
Name Number Class Offering (1) Number Class
---- ------ ------- ------------ ------ -------
<S> <C> <C> <C> <C> <C>
Adelphia Communications Corporation.......... 561,066 * 561,066 0 0.0%
Charter Communications Holding
Company, LLC............................ 503,289 * 503,289 0 0.0%
Comcast Corporation (2)...................... 2,249,994 * 2,249,994 0 0.0%
Cox Communications, Inc...................... 1,700,268 * 1,700,268 0 0.0%
MediaOne of Delaware, Inc.................... 793,464 * 793,464 0 0.0%
Shaw Communications Inc...................... 1,582,368 * 1,582,368 0 0.0%
Time Warner Cable, a division of Time
Warner Entertainment Company, L.P........... 2,833,776 * 2,833,776 0 0.0%
</TABLE>
______________________________
* Denotes less than one percent.
(1) The information set forth in these columns assumes the selling stockholders
will sell all of the shares being offered hereby.
(2) Includes shares beneficially owned by one or more wholly-owned subsidiaries
of such person.
CERTAIN RELATIONSHIPS
Set forth below is a description of any material relationships between the
Company and the selling stockholders during the past three years. We have
agreed to pay the cost of the registration of the shares and the preparation of
this prospectus and registration statement under which it is filed. The selling
stockholders are responsible for any underwriting discounts and commissions
relating to shares of common stock to be sold by the selling stockholders.
. All of the selling stockholders are customers of the Company.
. The Company (as successor-in-interest to General Instrument
Corporation) has certain rights of first offer and rights of refusal
in connection with the shares being registered hereunder pursuant to a
Warrant Issuance Agreement between General Instrument and each of the
selling stockholders dated December 16, 1997.
6
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PLAN OF DISTRIBUTION
The selling stockholders, including any donees, pledgees or permitted
assigns who receive shares from a selling stockholder named above, may offer
their Motorola shares of Common Stock at various times in one or more of the
following transactions (which may involve block transactions, ordinary brokerage
transactions and transactions in which brokers solicit purchases):
. on any of the securities exchanges where our Common Stock is listed,
including the New York Stock Exchange or the Chicago Stock Exchange,
or in special offerings, exchange distributions or secondary
distributions pursuant to and in accordance with the rules of such
exchanges;
. in the over-the-counter market;
. in negotiated transactions or otherwise, including an underwritten
offering;
. in connection with short sales of the shares of Common Stock;
. by pledge to secure debts and other obligations;
. in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options, if permitted under the
securities laws; or
. in a combination of any of the above transactions.
The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The selling stockholders may sell their shares directly to purchasers or
may use broker-dealers to sell their shares. Broker-dealers who sell the shares
may receive compensation in the form of discounts, concessions, or commissions
from the selling stockholders or they may receive compensation from purchasers
of the shares for whom they acted as agents or to whom they sold the shares as
principal, or both. (The compensation as to a particular broker-dealer might be
in excess of customary commissions.)
The selling stockholders and these broker-dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended.
Any commissions received by such broker-dealers and any profit on the resale of
the shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act of 1933.
Motorola will pay all fees and expenses incurred in connection with
preparing and filing this prospectus and the registration statement. The
selling stockholders will pay any brokerage commissions and similar selling
expenses, if any, attributable in connection with the sale of the shares of
Common Stock including stock transfer taxes due or payable in connection with
the sale of the shares.
Motorola will indemnify the selling stockholders and any underwriter of a
selling stockholder against certain liabilities, including liabilities under the
Securities Act of 1933. The selling stockholders, each individually and not
jointly, will indemnify Motorola against certain liabilities, including
liabilities under the Securities Act of 1933. The selling stockholders may
agree to indemnify any agent, dealer, or broker-dealer that participates in
transactions involving sales of the shares against certain liabilities,
including liabilities under the Securities Act of 1933.
Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act of 1933
provided they meet the criteria and conform to the requirements of Rule 144.
7
<PAGE>
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Jeffrey A.
Brown of the Company's Law Department. As of June 2, 2000, Mr. Brown owned
approximately 600 shares of Common Stock and held options to purchase 11,400
shares of Common Stock, of which options to purchase 2,700 shares were currently
exercisable.
EXPERTS
The consolidated financial statements and schedule of Motorola, Inc. and
subsidiaries as of December 31, 1999 and 1998, and for each of the years in the
three-year period ended December 31, 1999 have been incorporated by reference
herein and in the registration statement in reliance upon the reports of KPMG
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate pursuant to instruction to Item 511 of
Regulation S-K, subject to future contingencies, of the expenses to be incurred
by the Registrant in connection with the issuance and distribution of the
securities being registered:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............. $104,649
Legal Fees and Expenses......................................... 10,000
Accounting Fees and Expenses.................................... 5,000
Miscellaneous 351
Total................................................... $120,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
The Registrant's Restated Certificate of Incorporation and its directors'
and officers' liability insurance policy provide for indemnification of its
directors and officers against certain liabilities.
ITEM 16. EXHIBITS
The Exhibits to this Registration Statement are listed in the Exhibit Index
elsewhere herein.
ITEM 17. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
(i) to include any prospectus required by Section 10(a)(3) of the
II-1
<PAGE>
Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement, notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement,
and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Securities and Exchange Commission under
Section 305(b)(2) of the Act.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Schaumburg and the State of
Illinois, on the 2nd day of June, 2000.
MOTOROLA, INC.
By: /s/ Anthony M. Knapp.
--------------------------------
Anthony M. Knapp
Senior Vice President and
Controller
* * * *
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and as of the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* June 1, 2000
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Christopher B. Galvin Chairman of the Board and Chief Executive
Officer
(Principal Executive Officer)
* June 1, 2000
------------------------------------- -------------------------
Carl F. Koenemann Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
/s/ Anthony M. Knapp June 1, 2000
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Anthony M. Knapp Senior Vice President and Controller
(Principal Accounting Officer)
* June 1, 2000
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Ronnie C. Chan Director
* June 1, 2000
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H. Laurance Fuller Director
* June 1, 2000
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Robert W. Galvin Director
* June 1, 2000
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Robert L. Growney Director
* June 1, 2000
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Anne P. Jones Director
</TABLE>
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<TABLE>
<S> <C> <C>
* June 1, 2000
------------------------------------- -------------------------
Judy C. Lewent Director
* June 1, 2000
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Dr. Walter E. Massey Director
* June 1, 2000
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Nicholas Negroponte Director
* June 1, 2000
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John E. Pepper, Jr. Director
* June 1, 2000
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Samuel C. Scott III Director
* June 1, 2000
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Gary L. Tooker Director
* June 1, 2000
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B. Kenneth West Director
* June 1, 2000
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Dr. John A. White Director
</TABLE>
*By: /s/ Anthony M. Knapp
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Anthony M. Knapp
as Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ ------------
4.1 Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(i)(b) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 1, 2000 (File No. 1-7221)).
4.2 Certificate of Designations, Preferences and Rights of Junior
Participating Preferred Stock, Series B (incorporated by reference to
Exhibit 3.3 to Motorola's Registration Statement on Form S-3 dated
January 20, 1999 (Registration No. 333-70827)).
4.3* By-Laws, as amended through May 2, 2000.
4.4 Rights Agreement, dated as of November 5, 1998 between Motorola, Inc.
and Harris Trust and Savings Bank, as Rights Agent (incorporated by
reference to Exhibit 1.1 to Registrant's Registration Statement on
Form 8-A/A dated March 16, 1999 (File No. 1-7221)).
5 Opinion of Jeffrey A. Brown, Senior Corporate Counsel, Motorola
Corporate Law Department.
23.1 Consent of KPMG LLP.
23.2 Consent of Jeffrey A. Brown, Senior Corporate Counsel, Motorola
Corporate Law Department (included as part of Exhibit 5).
24* Powers of Attorney.
* Previously filed
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