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, as amended
(Full Title of the Plan)
     
David W. Devonshire   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
  $ 100,000,000       100 %   $ 100,000,000     $ 11,770  
 

(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

The contents of Registration Statement No. 333-53120 are incorporated herein by reference.

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 8. Exhibits.

     
5
  Opinion and consent of Carol Forsyte, Vice President Corporate and Securities, Motorola, Inc.
23(a)
  The Consent of Independent Registered Public Accounting Firm.
23(b)
  The Consent of Carol Forsyte, Vice President Corporate and Securities, Motorola, Inc. is included in Exhibit 5.

 

 

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 6th day of April, 2005.
         
  MOTOROLA, INC.
  		 
  By:   /s/ DAVID W. DEVONSHIRE    
    David W. Devonshire,   
    Executive Vice President and
Chief Financial Officer  		 
 

POWER OF ATTORNEY

      Each of the undersigned hereby constitutes and appoints Edward J. Zander, David W. Devonshire and Steven J. Strobel, and each of them, with full power of substitution and resubstitution, as attorneys for him or her and in his or her name, place and stead, and in any and all capacities, to execute and file any amendments, supplements or statements with respect to this Registration Statement, hereby giving and granting to said 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 or she 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 6th day of April, 2005.

     
Signature   Title
 
   
/s/ EDWARD J. ZANDER   Chairman of the Board and
Edward J. Zander   Chief Executive Officer
    (Principal Executive Officer)
 
   
/s/ DAVID W. DEVONSHIRE   Executive Vice President and
David W. Devonshire   Chief Financial Officer
    (Principal Financial Officer)
 
   
/s/ STEVEN J. STROBEL   Senior Vice President and Controller
Steven J. Strobel   (Principal Accounting Officer)
     
/s/ H. LAURANCE FULLER   Director
H. Laurance Fuller    
     
/s/ JUDY C. LEWENT   Director
Judy C. Lewent    

 

 

     
/s/ DR. WALTER E. MASSEY   Director
Dr. Walter E. Massey
   
 
   
/s/ THOMAS J. MEREDITH   Director
Thomas J. Meredith
   
 
   
/s/ NICHOLAS NEGROPONTE   Director
Nicholas Negroponte
   
 
   
/s/ INDRA K. NOOYI   Director
Indra K. Nooyi
   
 
   
/s/ JOHN E. PEPPER, JR.   Director
John E. Pepper, Jr.
   
 
   
/s/ SAMUEL C. SCOTT III   Director
Samuel C. Scott III
   
 
   
/s/ RON SOMMER   Director
Ron Sommer
   
 
   
/s/ JAMES R. STENGEL   Director
James R. Stengel
   
 
   
/s/ DOUGLAS A. WARNER III   Director
Douglas A. Warner III
   
 
   
/s/ DR. JOHN A. WHITE   Director
Dr. John A. White
   
 
   
/s/ MIKE S. ZAFIROVSKI   Director
Mike S. Zafirovski
   

 

 

EXHIBIT INDEX

     
Exhibit Number   Description
 
   
5
  Opinion and consent of Carol Forsyte, Vice President, Corporate and Securities, Motorola, Inc.
 
   
23(a)
  The Consent of Independent Registered Public Accounting Firm.
 
   
23(b)
  The Consent of Carol Forsyte, Vice President, Corporate and Securities, Motorola, Inc. is included in Exhibit 5.

 

 

Exhibit 5

April 6, 2005

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 (the “Subject Shares”).

      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 Registered Public Accounting Firm

The Board of Directors
Motorola, Inc.:

We consent to the use of our reports dated March 4, 2005, with respect to the consolidated balance sheets of Motorola, Inc. and Subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2004, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, and the effectiveness of internal control over financial reporting as of December 31, 2004, incorporated herein by reference.

KPMG LLP

Chicago, Illinois
April 5, 2005