Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
MOTOROLA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-1115800
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1303 East Algonquin Road
Schaumburg, Illinois 60196
(Address of Principal Executive Offices)
MOTOROLA, INC.
Management Deferred Compensation Plan
(Full Title of the Plan)
Carl F. Koenemann Telephone number,
Executive Vice President and including area code,
Chief Financial Officer of agent for service:
Motorola, Inc. (847) 576-5000
1303 East Algonquin Road
Schaumburg, Illinois 60196
(Name and Address of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered (1) Registered Per Share Price (2) Fee
Motorola MDCP Obligations $32,000,000 100% $32,000,000 $ 8,000.00
(1) The Obligations under the Motorola Management Deferred Compensation
Plan (the "Plan") are unsecured debt obligations of Motorola, Inc. to pay
deferred compensation in the future in accordance with the terms of the
Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Motorola, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") (File No.
1-7221) are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act").
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended April 1, 2000, July 1, 2000 and September 30, 2000.
(3) The Company's Current Reports on Form 8-K dated January 5, 2000
(as amended by Amendment No. 1 thereto filed on Form 8-K/A on March 17,
2000) and March 23, 2000 (as amended by Amendment No. 1 thereto filed on
Form 8-K/A on March 24, 2000, Amendment No. 2 thereto filed on Form 8-K/A
on June 2, 2000 and Amendment No. 3 thereto filed on Form 8-K/A on
November 7, 2000).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all the securities then
remaining unsold, shall be deemed to be incorporated by reference into
the Registration Statement and to be a part hereof from the date of
filing of such documents; (such documents and the documents enumerated
above being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently
filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 in each year during which the
offering made by this registration statement is in effect prior to the
filing with the Commission of the registrant's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be incorporated
by reference in this registration statement or be a part hereof from and
after the filing of such Annual Report on Form 10-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for this purpose to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Registration Statement.
Item 4. Description of Securities.
The Plan was approved by the Company's Compensation Committee to be
effective on or after January 1, 2001. The $32,000,000 debt Obligations
(the "Obligations") being registered herein pursuant to this Registration
Statement are to be offered to certain eligible employees of Motorola and
the members of Motorola's Board of Directors ("Participants") pursuant to
the terms of the Plan.
The amount of compensation deferred by each Participant is
determined in accordance with each Participant's election. Obligations
in an amount equal to each Participant's Deferral Account (consisting of
deferred compensation for a plan year and any earnings or losses in value
thereon) will be payable on the withdrawal date either elected by the
Participant or upon the occurrence of certain events as provided under
the Plan.
Under the Plan, Obligations earn or lose value based on the
investment performance of one or more of the various investment funds
offered under the Plan and selected by the Participants. However,
Motorola is not obligated to invest in such funds. The investment funds
are used only for purposes of crediting or debiting the Participants'
Deferral Accounts with deemed earnings or losses. Participants have no
actual investment in these funds.
The Obligations cannot be alienated, sold, transferred, assigned,
pledged, attached, garnished or otherwise encumbered, and pass only to a
survivor beneficiary designated under the Plan, or as provided by the
terms of the Plan.
The Obligations are general unsecured obligations of Motorola to pay
deferred compensation in the future in accordance with the terms of the
Plan from the general assets of Motorola, and rank "pari passu" with
other unsecured and unsubordinated indebtedness of Motorola from time to
time outstanding. "Pari passu" is a Latin expression used in
conversation by certain lawyers, accountants and other business
professionals, meaning ratably or without preference.
The Obligations are not convertible into another security of
Motorola. The Obligations will not have the benefit of any negative
pledge or any other affirmative or negative covenant on the part of
Motorola. Neither will the Obligations have the benefit of any lien on
any specific property of Motorola.
The Obligations, and the earnings and losses related thereto, are
held as a Motorola asset within a special trust, called a "Rabbi Trust."
The Rabbi Trust is intended to protect the Obligations from being used
for any purpose other than to pay the promised benefit to the
Participants. The Rabbi Trust does not protect the Obligations in the
event of Motorola's bankruptcy or insolvency.
Motorola reserves the right to amend or terminate the Plan at any
time, except that no such amendment or termination shall adversely affect
a Participant's right to Obligations in the amount of the Participant's
Deferral Accounts as of the date of such amendment or termination.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares offered under the Registration Statement
is being passed upon for the Company by Carol H. Forsyte, Vice President
Corporate & Securities in the Company's Law Department. As of December
1, 2000, Ms. Forsyte owned 3,801 shares of Common Stock and held options
to purchase 35,499 shares of which 18,199 shares were currently
exercisable.
Item 6. 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, as amended,
and its Directors' and Officers' Liability Insurance Policy provide for
indemnification of its directors and officers against certain
liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5. Opinion and consent of Carol Forsyte, Vice President
Corporate and Securities, Motorola, Inc.
23(a) The consent of KPMG LLP.
23(b) The consent of Carol Forsyte, Vice President Corporate and
Securities, Motorola, Inc. is included in Exhibit 5.
23(c) The consent of Deloitte & Touche LLP.
Item 9. Undertakings.
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), 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) That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where
applicable each filing of an employee benefit plan's annual report
pursuant to 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.
(4) 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.
(5) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 6 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 policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Schaumburg,
State of Illinois, on the 8th day of November, 2000.
MOTOROLA, INC.
By: /s/Carl F. Koenemann
Carl F. Koenemann,
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each of the hereby constitutes and appoints Christopher B. Galvin,
Robert L. Growney, Carl F. Koenemann and Anthony M. Knapp, and each of
them, as attorneys for him and in his name, place and stead, and in any
and all capacities, to execute and file any amendments, supplements or
statements with attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises, as fully, to all intents
and purposes, as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorney, or any
of them, or their or his substitute or substitutes, may or shall lawfully
do, or cause to be done, by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 8th day of November, 2000.
Signature Title
/s/ Christopher B. Galvin
Christopher B. Galvin Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
/s/Carl F. Koenemann
Carl F. Koenemann Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/Anthony M. Knapp
Anthony M. Knapp Senior Vice President and
Controller
(Principal Accounting Officer)
Francesco Caio Director
/s/Ronnie C. Chan
Ronnie C. Chan Director
/s/H. Laurance Fuller
H. Laurance Fuller Director
/s/Robert W. Galvin
Robert W. Galvin Director
/s/Robert L. Growney
Robert L. Growney Director
/s/Anne P. Jones
Anne P. Jones Director
Judy C. Lewent Director
/s/Dr. Walter E. Massey
Dr. Walter E. Massey Director
/s/Nicholas Negroponte
Nicholas Negroponte Director
John E. Pepper, Jr. Director
/s/Samuel C. Scott III
Samuel C. Scott III Director
/s/Gary L. Tooker
Gary L. Tooker Director
/s/B. Kenneth West
B. Kenneth West Director
/s/Dr. John A. White
Dr. John A. White Director
EXHIBIT INDEX
Exhibit Number Description
5 Opinion and consent of Carol Forsyte,
Vice President, Corporate and
Securities, Motorola, Inc.
23(a) The Consent of KPMG LLP.
23(b) The Consent of Carol Forsyte,
Vice President, Corporate and
Securities, Motorola, Inc. is included
in Exhibit 5.
23(c) The Consent of Deloitte & Touche LLP
(..continued)
