As filed with the Securities and Exchange Commission on April 20, 1999May 4, 2000
Registration No. 333-______333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FormFORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OFUnder the Securities Act of 1933
____________________
MOTOROLA, INC.
(Exact name of Registrant as specified in its charter)
DELAWAREDelaware
(State of other jurisdiction of
incorporation)
36-1115800
(State or other
(I.R.S. Employer jurisdiction of Identification No.)
incorporation or organization)
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone:
(847) 576-5000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
____________________With a copy to:
Carl F. Koenemann
Executive Vice President and Chief
Financial Officer
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000
Jeffrey A. Brown
Senior Corporate Counsel
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5014
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Carol Forsyte
Senior Corporate Counsel
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-7646
____________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following box. [X][x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, please check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act of 1933, please check the following box. [ ]
____________________
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------Proposed Proposed
Title of Each Class Amount to Proposed Proposed Amount
of be Maximum Maximum Amount of
Securities to be Registered Aggregate Offering Aggregate RegistraRegistration
Registered Price Per(1) Offering Price tionPrice Fee
- ---------------------------------------------------------------------------(2) Per Unit
Common Stock, par 3,408,075 $396,393,203.20 $116.31 $104,648.81
value $3.00$3 per 4,593. $79.78 (2) $366,429.54 $101.87 share
(1) shares (2)
(1) With attachedIncludes preferred stock purchase rights relating to purchase additional shares of Common
Stock infor no separate consideration. Prior to the occurrence of
certain circumstances.events, the preferred stock purchase rights will not be
evidenced separately from the Common Stock.
(2) Estimated solely for the purposes of calculatingdetermining the registration fee
pursuant to Rule 457(c), computed under the Securities Act of 1933, as amended,
and based on the basis of the average of the highest and lowest reported sales price of the registrant's Common Stockprices as
reported for the New York Stock Exchange--CompositeExchange Composite Transactions on
April 15, 1999.
____________________27, 2000.
The registrantRegistrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
registrantRegistrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until thethis Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
- -------------------------------------------------------------------------SUBJECT TO COMPLETION, DATED MAY 4, 2000
PROSPECTUS
4,593 SHARES OF
COMMON STOCK, $3 PAR VALUE
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-50003,408,075 Shares
MOTOROLA, INC.
4,593 Shares of
Common Stock
These shares of Common Stock are being sold by the shareholdersstockholders of
Motorola who are named on page 5 (each of whom is a non-employee director
of Motorola)6 or their donee or pledgee. Motorola will
not receive any part of the proceeds from the sale.
The selling shareholdersstockholders may offer their shares of Common Stock
through public or private transactions, on or off the United States
exchanges, at prevailing market prices, or at privately negotiated prices.
_________________________
Motorola Common Stock is listed on the New York Stock Exchange and
the Chicago Stock Exchange and trades on U.S. exchanges with the ticker
symbol: "MOT". On April 15, 1999,27, 2000, the closing price of one share of
Motorola Common Stock on the New York Stock Exchange was $ 80.19.
_________________________
Neither$116.50.
These securities have not been approved by the Securities and
Exchange Commission noror any state securities commission, has approved or disapproved of these securities ornor have they
determined if this prospectus is truthfulaccurate or complete. Any representation
to the contrary is a criminal offense.
Motorola has agreed to pay the cost of the registration of these
shares of Common Stock and the preparation of this prospectus and
registration statement under which it is filed. The expenses so payable by
Motorola are estimated to be approximately $120,000.
The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement
covering them has been declared effective by the SEC. This preliminary
prospectus is not an offer to sell these securities and we are not
soliciting offers to buy these securities in any state where the offer is
not permitted.
The date of this Prospectusprospectus is April __, 1999________, 2000.
TABLE OF CONTENTS
Section Page
Where You Can Find Information..........................3More Information 4
Incorporation of Certain Documents by Reference 4
The Company.............................................4Company 5
Use of Proceeds.........................................4Proceeds 5
Selling Shareholders....................................4
Description of Common Stock.............................5Stockholders 6
Certain Relationships 6
Plan of Distribution....................................5Distribution 7
Legal Opinion...........................................6
Experts.................................................6Matters II-1
Experts II-1
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC's web site at http://www.sec.gov. You
may also read and copy any document we file with the SEC at its public
reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549.
You can also obtain copies of the documents at prescribed rates by writing
to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities. Our SEC
filings are also available at the officesoffice of the New York Stock Exchange.
For further information on obtaining copies of our public filings at the
New York Stock Exchange, you should call (212) 656-5060.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We "incorporate by reference" into this prospectus the information we
file with the SEC, which means that we can disclose important information
to you by referring you to those documents. The information incorporated
by reference is an important part of this prospectus and information that
we later file subsequently with the SEC will automatically update this
prospectus. We incorporate by reference the documents listed below and any
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the initial filing of the
registration statement that contains this prospectus and untilprior to the time
that we sell all the sharessecurities offered by this prospectus are sold.
1. Motorola'sprospectus:
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
2.1999.
The Company's Current Report of Form 8-K, dated January 5, 2000, as
amended on March 17, 2000.
The Company's Current Report on Form 8-K, dated March 23, 2000, as
amended on March 24, 2000.
The description of Motorola'sthe Common Stock included in the Registration
Statement on Form 8-B dated July 2, 1973, including any amendments or
reports filed for the purpose of updating such description.
3. The description of Motorola'sthe Company's Preferred Stock Purchase Rights
included in the Registration Statement on Form 8-A dated November 5,
1998, as amended.
You may request a copy of these filings (other than exhibits, unless
that exhibit is specifically incorporated by reference into that filing) at
no cost, by writing to or telephoning us at the following address:
A. Peter Lawson
Secretary, Motorola, Inc.
Corporate Offices, Motorola Center
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000576-5000.
You should rely only on the information contained or incorporated by
reference in this prospectus or anthe applicable prospectus supplement. We
have not authorized anyone else to provide you with different information.
We may only use this prospectus to sell securities if it is accompanied by
a prospectus supplement. We are only offering these securities in states
where the offer is permitted. You should not assume that the information
in this prospectus or anthe applicable prospectus supplement is accurate as
of any date other than the datedates on the front of those documents.
THE COMPANY
"Motorola" (which may be referred to as "we", "us", or "our") means
Motorola, Inc. or Motorola, Inc. and its subsidiaries, as the context
requires. "Motorola" is a registered trademark of Motorola, Inc.
Motorola is a global leader in providing integrated communications
solutions and embedded electronic solutions. These include:
* Software-enhanced wireless telephone, two-way radio, messaging and
satellite communications products and systems, as well as networking
and Internet-access products, for consumers, network operators, and
commercial, government and industrial customers.
* Embedded semiconductor solutions for customers in the consumer,
networking, and computing,
transportation, and wireless communications and imaging and
entertainment markets.
*
Embedded electronic systems for automotive, communications, imaging,
manufacturing systems, computer and consumerindustrial markets.
Digital and analog systems and set-top terminals for broadband cable
television operators.
Motorola is a corporation organized under the laws of the State of
Delaware as the successor to an Illinois corporation organized in 1928.
Motorola's principal executive offices are located at 1303 East Algonquin
Road, Schaumburg, Illinois 60196 telephone:(telephone number: (847) 576-5000.576-5000).
USE OF PROCEEDS
All of the net proceeds from the sale of the Motorola shares will go
to the shareholdersstockholders who offer and sell their shares. Accordingly, Motorola
will not receive any proceeds from sales of the Motorola shares.
SELLING SHAREHOLDERS
The selling shareholders are non-employee directorsSTOCKHOLDERS
All of Motorola who
elected in December 1998 to receivethe shares of Common Stock (whichoffered hereby are subjectbeing sold by
the stockholders listed below. From time to certain transfer restrictions) from Motorolatime, the selling stockholders
will determine the number of shares which they may sell. Beneficial
ownership of the common stock listed in lieu of their
accrued benefitsthe table has been determined in
accordance with the applicable rules and regulations promulgated under the
retirement plan for non-employee directors (or
their donees or pledgees),Securities Exchange Act of 1934, as described below.
In February 1996, Motorola's Boardamended.
Shares Beneficially Shares Beneficially
Owned prior to the Owned after the
Offering Offering(1)
Shares to be
Percent of Directors voted to terminate the
retirement plan for any non-employee director not participatingSold in the plan
and to freeze this pension plan forPercent
Name Number Class Offering(1) Number of Class
Adelphia Communications
Corporation 187,022 * 187,022 0 0.0
Charter Investments, Inc. 167,763 * 167,763 0 0.0
Comcast Corporation(2) 749,998 * 749,998 0 0.0
Cox Communications, Inc. 566,756 * 566,756 0 0.0
MediaOne of Delaware, Inc. 264,488 * 264,488 0 0.0
Shaw Communications, Inc. 527,456 * 527,456 0 0.0
Time Warner Cable, a
Division of Time Warner
Entertainment
Company, L.P. 944,592 * 944,592 0 0.0
* Denotes less than one percent.
(1) The information set forth in these columns assumes the then current non-employee
directors. Participating non-employee directors with accrued benefits
under this pension plan continued to be entitled to receive paymentselling
stockholders will sell all of
their accrued benefits.
In November 1998, Motorola's Board of Directors voted to permit current
non-employee directors who were entitled to benefits under the pension plan
to convert their accrued interests in the pension plan into shares of
Common Stock (subject to certain transfer restrictions). In December 1998,
the directors who so elected were issued shares of Common Stock. A
director may not transfer these shares of Common Stock until the time he or
she is no longer a director of Motorola due to his or her (i) failure to
stand for election or to be re-elected or (ii) total and permanent
disability or death. If these shares are transferred prior to such time the shares will be forfeited. If the director's service on the Motorola
Board of Directors terminates for any reason other than that described
above, or if the director engages in any activity which is determined to be
in competition with any activity of Motorola, thebeing offered hereby.
(2) Includes shares must be sold back
to Motorola at the price the director paid to Motorola. Motorola is
registering these shares of Common Stock on behalf of the electing
directors.
In addition,beneficially owned by one or more wholly-owned
subsidiaries of thesesuch person.
CERTAIN RELATIONSHIPS
Set forth below is a description of any material relationships
between the Company and the selling shareholders may donate as
gifts or pledgestockholders during the past three
years. We have agreed to secure obligations some or allpay the cost of theirthe registration of the shares
and the preparation of Common
Stock. The sale of shares by a donee or pledgee of a selling shareholder
named below are also included in this prospectus and if Motorolaregistration statement under
which it is notified by afiled. The selling shareholder that a donee or pledgee intendsstockholders are responsible for any
underwriting discounts and commissions relating to sell
more than 500 shares of Common Stock (or such other number of shares as may
be deemedcommon stock
to be de minimissold by the SEC staff),selling stockholders.
All of the selling stockholders are customers of the Company.
The Company (as successor-in-interest to General Instrument
Corporation) has certain rights of first offer and rights of refusal
in connection with the shares being registered hereunder pursuant to
a supplement to this
prospectus will be filed.
The table below indicates, as of April 1, 1999, forWarrant Issuance Agreement between General Instrument and each of
the selling shareholders, the number of shares of Common Stock beneficially owned and
the number of shares to be offered for each selling shareholder's account.
The number of shares of Common Stock owned by each of the selling
shareholders after completion of the offering (assuming all shares offered
hereunder are sold and that the selling shareholder does not acquire
additional shares of Common Stock before the completion of this offering)
is also shown. None of the selling shareholders, nor the donees of the
selling shareholders, is anticipated to own more than 1% of the outstanding
shares of Common Stock after the offering is completed.
Shares of
Common Stock Shares of Common
Beneficially Shares of Common Stock Owned
Selling Owned Prior to Stock Being After the
Shareholder Offering (1) Offered Offering (1)
- ------------------------------------------------------------------------
H. Laurance Fuller 15,391 (2) 312 15,079
Judy C. Lewent 10,174 (3) 88 10,086
John E. Pepper, Jr. 18,023 (4) 318 17,705 (4)
Samuel C. Scott 13,916 (5) 476 13,440 (5)
B. Kenneth West 15,097 (6) 3,219 11,878 (6)
John A. White 11,102 (7) 180 10,992
- ------------------------------------------------------------------------
(1) Includes 6,000 shares under options exercisable on April 1, 1999 and
options which become exercisable within 60 days thereafter.
(2) Includes 312 shares which are restricted as to transfer.
(3) Includes 88 shares which are restricted as to transfer.
(4) Mr. Pepper disclaims beneficial ownership of 4,350 shares held by his
family members which are included for him under "Shares Beneficially Owned
Prior to Offering" and "Shares of Common Stock Owned After the Offering".
Includes 1,061 shares which are restricted as to transfer prior to the
offering and 743 shares which are restricted as to transfer after the
offering.
(5) Includes 922 shares which are restricted as to transfer prior to the
offering and 446 shares which are restricted as to transfer after the
offering.
(6) Includes 4,097 shares which are restricted as to transfer prior to
the offering and 878 shares which are restricted as to transfer after the
offering.
(7) Includes 180 shares which are restricted as to transfer.stockholders dated December 16, 1997.
PLAN OF DISTRIBUTION
The selling shareholders,stockholders, including any donees or pledgees who
receive shares from a selling shareholderstockholder named above, may offer their
Motorola shares of Common Stock at various times in one or more of the
following transactions (which may involve block transactions, ordinary
brokerage transactions and transactions in which brokers solicit
purchases):
* on any of the securities exchanges where our Common Stock is listed,
including the New York Stock Exchange or the Chicago Stock Exchange,
or in special offerings, exchange distributions or secondary
distributions pursuant to and in accordance with the rules of such
exchanges;
* in the over-the-counter market;
*
in negotiated transactions or otherwise, including an underwritten
offering;
*
in connection with short sales of the shares of Common Stock;
* by pledge to secure debts and other obligations;
*
in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other
transactions in standardized or over-the-counter options, if
permitted under the securities laws; or
* in a combination of any of the above transactions.
The selling shareholdersstockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices.
The selling shareholdersstockholders may sell their shares directly to purchasers
or may use broker-dealers to sell their shares. Broker-dealers who sell
the shares may receive compensation in the form of discounts, concessions,
or commissions from the selling shareholdersstockholders or they may receive
compensation from purchasers of the shares for whom they acted as agents or
to whom they sold the shares as principal, or both. (The compensation as
to a particular broker-dealer might be in excess of customary commissions.)
The selling shareholdersstockholders and these broker-dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended. Any commissions received by such broker-dealers and any profit on
the resale of the shares sold by them while acting as principals might be
deemed to be underwriting discounts or commissions under the Securities Act
of 1933.
Motorola will pay all fees and expenses incurred in connection with
preparing and filing this prospectus and the registration statement. The
selling shareholdersstockholders will pay any brokerage commissions and similar selling
expenses, if any, attributable in connection with the sale of the shares of
Common Stock including stock transfer taxes due or payable in connection
with the sale of the shares.
Motorola will indemnify the selling shareholdersstockholders and any underwriter
of a selling shareholderstockholder against certain liabilities, including liabilities
under the Securities Act of 1933. The selling shareholdersstockholders, each
individually and not jointly, will indemnify Motorola against certain
liabilities, including liabilities under the Securities Act of 1933. The
selling stockholders may agree to indemnify any agent, dealer, or broker-dealerbroker-
dealer that participates in transactions involving sales of the shares
against certain liabilities, including liabilities under the Securities Act
of 1933.
Selling shareholdersstockholders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities
Act of 1933 provided they meet the criteria and conform to the requirements
of Rule 144.
LEGAL OPINION
ForMATTERS
Certain legal matters will be passed upon for the purpose of this offering, Carol Forsyte, Senior Corporate
Counsel of Motorola, is giving her opinion on the validityCompany by Jeffrey
A. Brown of the shares.Company's Law Department and Kirkland & Ellis (a
partnership including professional corporations), Chicago, Illinois. As of
AprilMay 1, 1999, Ms. Forsyte2000, Mr. Brown owned 185approximately 200 shares of Common Stock and
held options to purchase 10,6003,800 shares of Common Stock, of which 3,000options to
purchase 900 shares were currently exercisable.
EXPERTS
KPMG LLP, independent accountants, audited our annualThe consolidated financial statements and schedules incorporated by reference in this prospectusschedule, and elsewherethe
supplemental consolidated financial statements and schedule, of Motorola,
Inc. and subsidiaries as of December 31, 1999 and 1998 and for each of the
years in the registration statement. These documents arethree-year period ended December 31, 1999 have been
incorporated by reference herein and in the registration statement in
reliance upon the authorityreports of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of
said firm as experts in accountingauditing and auditing in giving the report.accounting.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate pursuant to instruction to Item 14. Other Expenses511 of
Issuance and Distribution
All dollar amounts in the following table are estimates except the
amountRegulation S-K, subject to future contingencies, of the registration fee underexpenses to be
incurred by the Securities ActRegistrant in connection with the issuance and distribution
of 1933.the securities being registered:
Securities and Exchange Commission
FilingRegistration Fee
$102$104,649
Legal Fees and Expenses
$1,50010,000
Accounting Fees and Expenses
$1,000
Listing Fees and Expenses $5,0005,000
Miscellaneous
$1,500351
Total
$9,102
Item$120,000
ITEM 15. Indemnification of Directors and OfficersINDEMNIFICATION 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 Company'sRegistrant's Restated Certificate of Incorporation and its
Directors'directors' and Officers' Liability Insurance Policy providesofficers' liability insurance policy provide for
indemnification of theits directors and officers of the Company against certain liabilities.
ItemITEM 16. List ofEXHIBITS
The Exhibits
The exhibits to this Registration Statement are listed in the Exhibit
Index elsewhere herein.
ItemITEM 17. UndertakingsUNDERTAKINGS
(a) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the provisions of the Delaware General Corporation Law or the
Company's Restated Certificate of Incorporation or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer, or controlling person in connection
with the securities being registered, the Company 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.
The CompanyRegistrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:Registration Statement (i)
Toto include any prospectus required by sectionSection 10(a)(3) of the
Securities Act of 1933;1933, (ii) Toto reflect in the prospectus any facts
or events arising after the effective date of the registration statementRegistration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. NotwithstandingRegistration Statement,
notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from
the low or high endand of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and
Exchange Commission
pursuant to Rule 424(b) under the Securities Act of
1933 if, in the aggregate, the changes in volume
and price represent no more than a 20%20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.Registration Statement, and
(iii) Toto include any material information with respect to the plan of
distribution not previously disclosed in the registration statementRegistration Statement
or any material change to such information in the registration statement.
Provided,Registration
Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrantRegistrant pursuant to sectionSection 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) 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.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 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.
(c) The Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act ("Act") in
accordance with the rules and regulations prescribed by the Securities and
Exchange Commission under Section 305(b)(2) of the Act.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions,
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
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement, or amendment thereto, to be signed on its behalf by
the undersigned, thereunto duly authorized, and in the capacities indicated, in the Village of Schaumburg
and the State of Illinois, on the 16th4th day of April,
1999.May, 2000.
MOTOROLA, INC.
By: /s/ Carl F. Koenemann
----------------------
Carl F. Koenemann
Executive Vice
President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl F. Koenemann and Anthony Knapp
and each of them, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities to sign any and all amendments (including
pre-effective and post-effective amendments) to this Registration Statement
and any related Registration Statement filed pursuant to Rule 462(b) or any
successor regulation, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
* * * *
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement, or amendment thereto,Registration Statement has been signed below by the following
persons in the capacities indicated, onand as of the date or dates indicated.
Signature Title Date
/s/Christopher B. Galvin Chairman of the Board and Chief Executive Officer and 4/16/99May 4, 2000
Christopher B. Galvin DirectorExecutive Officer
(Principal Executive Officer)
/s/ Carl F. Koenemann Executive Vice President and 4/16/99May 4, 2000
Carl F. Koenemann Chief Financial Officer
(Principal Financial Officer)
/s/ Anthony M. Knapp CorporateSenior Vice President and 4/16/99Controller May 4, 2000
Anthony M. Knapp Controller (Principal Accounting Officer)
/s/ Ronnie C. Chan Director 4/16/99May 4, 2000
Ronnie C. Chan
/s/ H. Laurance Fuller Director 4/16/99May 4, 2000
H. Laurance Fuller
/s/ Robert W. Galvin Director 4/16/99May 4, 2000
Robert W. Galvin
/s/ Robert L. Growney Director 4/16/99May 4, 2000
Robert L. Growney
/s/ Anne P. Jones Director 4/16/99May 4, 2000
Anne P. Jones
- ---------------- Director -------
Donald R. Jones
/s/ Judy C. Lewent Director 4/16/99May 4, 2000
Judy C. Lewent
/s/ Dr. Walter E. Massey Director 4/16/99May 4, 2000
Dr. Walter E. Massey
/s/ Thomas J. Murrin Director 4/16/99
Thomas J. Murrin
/s/ Nicholas Negroponte Director 4/16/99May 4, 2000
Nicholas Negroponte
/s/ John E. Pepper, Jr. Director 4/16/99May 4, 2000
John E. Pepper, Jr.
/s/ Samuel C. Scott III Director 4/16/99May 4, 2000
Samuel C. Scott III
/s/ Gary L. Tooker Director 4/16/99May 4, 2000
Gary L. Tooker
/s/ B. Kenneth West Director 4/16/99May 4, 2000
B. Kenneth West
/s/ Dr. John A. White Director 4/16/99May 4, 2000
Dr. John A. White
EXHIBIT INDEX
Exhibit
No.Number Description
4.1 Restated Certificate of Incorporation, as amended (incorporated
by reference to Exhibit 3(i)(b) to Motorola'sthe Registrant's
Quarterly Report on Form 10-Q for the quarter ended April 2, 1994
(File No. 1-7221)).
4.2 Certificate of Designations, Preferences and Rights of Junior
Participating Preferred Stock, Series B (incorporated by
reference to Exhibit 3.3 to Motorola's Registration Statement on
Form S-3 dated January 20, 1999 (Registration No. 333-70827)).
4.3 By-Laws, as amended through February 17, 1999 (incorporated by
reference to Exhibit 3.3 to Motorola's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 (File No. 1-7221)).May 2, 2000.
4.4 Rights Agreement, dated as of November 5, 1998 between Motorola,
Inc. and Harris Trust and Savings Bank, as Rights Agent
(incorporated by reference to Exhibit 1.1 to Motorola'sRegistrant's
Registration Statement on Form 8-A/A dated March 16, 1999 (File
No. 1-7221)).
5 Opinion of Carol H. Forsyte,Jeffrey A. Brown, Senior Corporate Counsel, Motorola
Corporate Law Department.
23.1 Consent of KPMG LLP.
23.2 Consent of Carol Forsyte,Jeffrey A. Brown, Senior Corporate Counsel, Motorola
Corporate Law Department (included inas part of Exhibit 5 to this
Registration Statement)5).
24 Powers of Attorney (included on signature page).