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)
Exhibit 5
December 28, 2000
Motorola, Inc.
1303 E. Algonquin Road
Schaumburg, Illinois 60196
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Motorola, Inc., a Delaware corporation ("Motorola"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to Motorola Management Deferred Compensation Plan Obligations ("Obligations") to be issued from time to time by Motorola in connection with the Motorola Management Deferred Compensation Plan (the "Plan"). This opinion relates to the Obligations covered by the Registration Statement.
I am Vice President, Corporate and Securities in the Law Department of Motorola and as such have acted as counsel to Motorola in connection with preparation of the Registration Statement and the Plan. As such counsel, it is my opinion that these Obligations when issued or sold in accordance with the Plan, will be valid and binding obligations of Motorola, enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general principles of equity. In arriving at the foregoing opinion, I have examined and relied upon, and am familiar with, originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of officers of Motorola and of public officials, and other instruments as I have deemed necessary or appropriate for the purposes of the opinion set forth above.
I consent to the use of this opinion as an exhibit to this Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
/s/Carol H. Forsyte Carol H. Forsyte Vice President Corporate and Securities |
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Motorola, Inc.:
We consent to the incorporation by reference in this registration statement on Form S-8 of Motorola, Inc. of our reports dated March 17, 2000, with respect to the consolidated balance sheets of Motorola, Inc. and subsidiaries, as of December 31, 1999 and 1998, and the related consolidated statements of operations, stockholders' equity, and cash flows and the related financial statement schedule for each of the years in the three-year period ended December 31, 1999, which reports appear in or are incorporated by reference in the Form 8-K of Motorola, Inc. dated March 23, 2000, amended on March 24, 2000, June 2, 2000, and November 7, 2000.
/s/KPMG LLP Chicago, Illinois January 2, 2001 |
EXHIBIT 23(c)
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this registration statement No. 333- of Motorola, Inc. on Form S-8 of our report dated February 9, 1999, appearing in the Annual Report on Form 10-K of General Instrument Corporation for the year ended December 31, 1998.
/s/Deloitte & Touche LLP Parsippany, New Jersey January 2, 2001 |