8-K 1 mmi5198k.htm mmi5198k.htm - Generated by SEC Publisher for SEC Filing




Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 19, 2012



Motorola Mobility Holdings, Inc.

(Exact name of registrant as specified in its charter)











(State or other Jurisdiction of Incorporation)








(Commission File Number)




(IRS. Employer Identification No.)


600 North US Highway 45, Libertyville, IL



(Address of Principal Executive Offices)


(Zip Code)

 Registrant’s telephone number, including area code:  (847) 523-5000

Not applicable

(Former name or former address if changed since last report.)



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:



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))






Item 8.01.  Other Events.

On May 19, 2012, Motorola Mobility Holdings, Inc. (“Motorola Mobility”) received notice that the Anti-Monopoly Bureau of the Ministry of Commerce of China (“MOFCOM”) issued its decision clearing Google Inc.’s (“Google”) acquisition of Motorola Mobility (the “Acquisition”).  As the transaction has now received all required regulatory approvals, the companies are moving to close the transaction within two business days.    

Business Risks

Motorola Mobility cautions the reader that this communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, but are not limited to, the expected closing date of the proposed Google transaction. Forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements including, but not limited to, the ability of the parties to consummate the proposed transaction and the satisfaction of the conditions precedent to consummation of the proposed transaction; and the other risks and uncertainties contained and identified in Motorola Mobility’s filings with the Securities and Exchange Commission (the “SEC”), any of which could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. Motorola Mobility undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances or update the reasons that actual results could differ materially from those anticipated in forward-looking statements, except as required by law.





Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




Motorola Mobility Holdings, Inc.


Date: May 21, 2012








/s/ Carol H. Forsyte





Carol H. Forsyte





Corporate Vice President, Law