Delaware | 36-1115800 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
1303 East Algonquin Road, Schaumburg, Illinois | 60196 | |
(Address of Principal Executive Offices) | (Zip Code) |
Proposed | Proposed | |||||||||||||
Title of | Maximum | Maximum | ||||||||||||
Securities | Amount | Offering | Aggregate | Amount of | ||||||||||
to be | to be | Price | Offering | Registration | ||||||||||
Registered | Registered (1) | Per share (2) | Price (2) | Fee (2) | ||||||||||
Motorola, Inc. Common Stock ($3 Par Value)(3)(4)
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50,682,607 shares | $17.99 | $911,780,099.93 | $27,991.65 | ||||||||||
(1) | Plus an indeterminate number of additional shares that may be issued if the anti-dilution adjustment provisions of the plans become operative. | |
(2) | Estimated solely for purposes of calculating the registration fee, pursuant to Rule 457(c) and (h)(1), on the basis of the average of the high and low reported sales price of the registrants Common Stock on the New York Stock Exchange Composite Tape on May 7, 2007. | |
(3) | Includes an indeterminate number of interests related to the Common Stock to be issued under the Motorola Omnibus Incentive Plan of 2006, all of which are generally nontransferable, including stock options and stock equivalents. | |
(4) | 50,000,000 of these shares are authorized to be issued under the Motorola Employee Stock Purchase Plan of 1999, as amended and 682,607 of these shares are authorized to be issued under the Motorola Omnibus Incentive Plan of 2006, as amended. |
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MOTOROLA, INC.
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By: | /s/ David W. Devonshire | |||
David W. Devonshire | ||||
Executive Vice President, Treasurer | ||||
Signature | Title | Date | ||
/s/ Edward J. Zander
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Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | May 10, 2007 | ||
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/s/ Thomas J. Meredith
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Acting Chief Financial Officer
(Principal Financial Officer) |
May 10, 2007 | ||
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/s/ Steven J. Strobel
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Senior Vice President,
Corporate Controller (Principal Accounting Officer) |
May 10, 2007 | ||
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/s/ David W. Dorman
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Director | May 10, 2007 | ||
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/s/ Judy C. Lewent
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Director | May 10, 2007 | ||
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/s/ Thomas J. Meredith
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Director | May 10, 2007 | ||
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/s/ Nicholas Negroponte
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Director | May 10, 2007 | ||
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/s/ Samuel C. Scott III
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Director | May 10, 2007 |
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Signature | Title | Date | ||
/s/ Ron Sommer
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Director | May 10, 2007 | ||
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/s/ James R. Stengel
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Director | May 10, 2007 | ||
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/s/ Douglas A. Warner III
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Director | May 10, 2007 | ||
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/s/ John A. White
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Director | May 10, 2007 | ||
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/s/ Miles D. White
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Director | May 10, 2007 |
5
Exhibit Number | Description | |
5
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Opinion and consent of Carol H. Forsyte, Corporate Vice President, Corporate and Securities, Motorola, Inc. as to the validity of the securities being issued. | |
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23(a)
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The Consent of KPMG LLP. | |
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23(b)
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The Consent of Carol H. Forsyte, Corporate Vice President, Corporate and Securities, Motorola, Inc. is included in Exhibit 5. | |
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24
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Power of Attorney (included in the signature page of this Registration Statement). |
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Very truly yours, | |||
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/s/ Carol H. Forsyte | |||
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Corporate Vice President, Corporate and Securities |
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/s/
KPMG LLP
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May 11, 2007
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