UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 7, 2019
Motorola Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-7221 | 36-1115800 | |
(Commission File Number) | (IRS Employer Identification No.) | |
500 W. Monroe Street | ||
Chicago, Illinois | 60661 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (847) 576-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. |
Other Events |
On January 7, 2019, Motorola Solutions, Inc. (the Company) filed with the Securities and Exchange Commission a prospectus supplement dated January 7, 2019, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, pursuant to the Companys effective shelf registration statement on Form S-3ASR (Registration No. 333-223828). The prospectus supplement was filed to register the resale from time to time by certain selling stockholders of up to 1,802,379 shares of the Companys common stock.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MOTOROLA SOLUTIONS, INC. | ||||||
(Registrant) | ||||||
Dated: January 7, 2019 | By: | /s/ Kristin L. Kruska | ||||
Name: | Kristin L. Kruska | |||||
Title: |
Corporate Vice President, Transactions, Corporate & Securities Law and Secretary |
Exhibit 5.1
35 W. Wacker Drive | ||||||
Chicago, IL 60601 | ||||||
T +1 312 558 5600 | ||||||
North America Europe Asia | F +1 312 558 5700 | |||||
January 7, 2019
Motorola Solutions, Inc.
500 W. Monroe Street
Chicago, Illinois 60661
Re: |
Prospectus Supplement to Form S-3ASR |
Ladies and Gentlemen:
We have acted as special counsel to Motorola Solutions, Inc., a Delaware corporation (the Company), in connection with the registration of the offer and resale of 1,802,379 shares of common stock, par value $0.01 per share (the Shares), of the Company by selling stockholders named in a supplement to the prospectus (the Prospectus Supplement) to the Companys registration statement on Form S-3ASR (the Registration Statement), File No. 333-223828, filed on January 7, 2019 with the Securities and Exchange Commission the under the Securities Act of 1933, as amended (the Securities Act).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In rendering the opinion set forth below, we have examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinion, including (i) the certificate of incorporation of the Company, as amended, as in effect on the date hereof, (ii) the by-laws of the Company, as in effect on the date hereof, and (iii) resolutions of the Board of Directors of the Company relating to, among other matters, the issuance of the Shares. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinion expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and nonassessable.
The opinion expressed herein is based upon and limited to the General Corporation Law of the State of Delaware, including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing. We express no opinion herein as to any other laws, statutes, regulations or ordinances.
Page 2
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption Legal Matters in the Prospectus Supplement included in the Registration Statement. In giving such consent, we do not thereby admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission or that this consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Winston & Strawn LLP