-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TQT3r7hVIrue1rS0q7PvUKlm4I4V2heDWzKANHYo6XatK7USAd62xztOr3SegmYP KUfEtJ3WnLk1bypFb3w0Lg== 0000912057-96-009479.txt : 19960515 0000912057-96-009479.hdr.sgml : 19960515 ACCESSION NUMBER: 0000912057-96-009479 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960514 EFFECTIVENESS DATE: 19960602 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTOROLA INC CENTRAL INDEX KEY: 0000068505 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 361115800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03681 FILM NUMBER: 96563360 BUSINESS ADDRESS: STREET 1: 1303 E ALGONQUIN RD CITY: SCHAUMBURG STATE: IL ZIP: 60196 BUSINESS PHONE: 7085765000 FORMER COMPANY: FORMER CONFORMED NAME: MOTOROLA DELAWARE INC DATE OF NAME CHANGE: 19760414 S-8 1 FORM S-8 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOTOROLA, INC. (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) DELAWARE 36-1115800 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 1303 EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS 60196 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) EMTEK HEALTH CARE SYSTEMS, INC EQUITY PARTICIPATION PLAN OF 1986 (FULL TITLE OF THE PLAN) -------------------- CARL F. KOENEMANN, EXECUTIVE VICE PRESIDENT 1303 EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS 60196 (NAME AND ADDRESS OF AGENT FOR SERVICE) (708) 576-5000 (TELEPHONE NUMBER, INCLUDING AREA CODE, 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 registered(1) per share(2) price(2) fee (2) - -------------------------------------------------------------------------------- Motorola, Inc. Common Stock ($3 Par Value)(3) 39,708 shares $60.625 $2,407,297.50 $830.10 - -------------------------------------------------------------------------------- (1)Plus an indeterminate number of shares which may be required to be issued or may be issued pursuant to Section 14 of the Plan. (2)Estimated solely for purposes of calculating 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 registrant's Common Stock on the New York Stock Exchange - Composite Tape on May 8, 1996. (3)Includes preferred stock purchase rights. Prior to the occurence of certain events, the preferred stock purchase rights will not be evidenced separately from the Common Stock. -------------------- 2 PART I - 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 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Motorola, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") (File No. 1-7221) are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 30, 1996, filed pursuant to the Exchange Act. 3. The description of the Company's Common Stock included in the Registration Statement on Form 8-B dated July 2, 1973, including any amendment or report filed for the purpose of updating such description. 4. The description of the Company's Preferred Share Purchase Rights included in the Registration Statement on Form 8-A dated November 15, 1988, as amended by amendments on Forms 8 dated August 9, 1990 and December 2, 1992 and Form 8-A/A dated February 28, 1994. All other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post- effective amendment which indicates that all the shares of the Company's Common Stock offered hereby have been sold or which deregisters all the shares of the Company's Common Stock then remaining unsold, shall be deemed to be incorporated by reference into the 3 Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for this purpose to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares offered under the Registration Statement is being passed upon for the Company by Carol Forsyte, Senior Corporate Counsel in the Company's Law Department. Ms. Forsyte is an employee of the Company and, as such, participates in various benefit plans of the Company. By reason of such participation, Ms. Forsyte owns, and holds options to purchase, shares of Common Stock of the Company. ITEM 6. INDEMNIFICATION 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's Restated Certificate of Incorporation and its Directors' and Officers' Liability Insurance Policy provide for indemnification of the directors and officers of the Company against certain liabilities. ITEM 8. EXHIBITS. 5 Opinion and consent of Carol Forsyte, Esq. 23(a)The consent of KPMG Peat Marwick LLP. 23(b) The consent of Carol Forsyte, Esq. is included in Exhibit 5. 4 ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration 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. 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 end 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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; 5 PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, 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 registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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 undersigned 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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) 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 6 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 policy as expressed in the Act and will be governed by the final adjudication of such issue. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the 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, or amendment thereto, to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Schaumburg, State of Illinois, on the 8th day of May, 1996. MOTOROLA, INC. By: Gary L. Tooker ------------------------------------- Gary L. Tooker Vice Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement, or amendment thereto, has been signed below by the following persons in the capacities and on the date or dates indicated. Signature Title Date --------- ----- ---- Gary L. Tooker Director and Principal - ------------------------- Executive Officer May 8, 1996 Gary L. Tooker Carl F. Koenemann Principal Financial - ------------------------- Officer May 8, 1996 Carl F. Koenemann Kenneth J. Johnson Principal Accounting - ------------------------- Officer May 8, 1996 Kenneth J. Johnson 8 Signature Title Date --------- ----- ---- H. Laurance Fuller Director May 8, 1996 - ------------------------- H. Laurance Fuller Christopher B. Galvin Director May 8, 1996 - ------------------------- Christopher B. Galvin Robert W. Galvin Director May 8, 1996 - ------------------------- Robert W. Galvin Anne P. Jones Director May 8, 1996 - ------------------------- Anne P. Jones Donald R. Jones Director May 8, 1996 - ------------------------- Donald R. Jones Director May 8, 1996 - ------------------------- Judy C. Lewent Walter E. Massey Director May 8, 1996 - ------------------------- Walter E. Massey John F. Mitchell Director May 8, 1996 - ------------------------- John F. Mitchell Thomas J. Murrin Director May 8, 1996 - ------------------------- Thomas J. Murrin 9 Signature Title Date --------- ----- ---- Director May 8, 1996 - ------------------------- Nicholas Negroponte John E. Pepper, Jr. Director May 8, 1996 - ------------------------- John E. Pepper, Jr. Samuel C. Scott III Director May 8, 1996 - ------------------------- Samuel C. Scott III William J. Weisz Director May 8, 1996 - ------------------------- William J. Weisz B. Kenneth West Director May 8, 1996 - ------------------------- B. Kenneth West John A. White Director May 8, 1996 - ------------------------- John A. White EX-5 2 EXHIBIT 5 [LETTERHEAD] EXHIBIT 5 May 8, 1996 Motorola, Inc. 1303 E. Algonquin Road Schaumburg, Illinois 60196 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 39,708 shares of Common Stock, $3 par value per share ("Motorola Common Stock"), of Motorola to be issued from time to time by Motorola upon the exercise of stock options assumed by the Company in connection with the merger of EMTEK Health Care Systems, Inc. into Motorola. This opinion relates to the shares of Motorola Common Stock covered by the Registration Statement (the "Subject Shares"). I am Senior Corporate Counsel in the Law Department of Motorola and as such am familiar with (i) Motorola's Restated Certificate of Incorporation, as amended, (ii), its By-Laws, as amended and (iii) the corporate proceedings relating to the registration statement, and having satisfied myself as to such other matters of law and fact as I consider relevant for the purposes of this opinion, I advise you that it is my opinion that those Subject Shares when issued upon the exercise of the stock options referred to above, will be validly issued, fully paid and nonassessable. I consent to the use of this opinion in the Registration Statement. Very truly yours, Carol Forsyte Senior Corporate Counsel EX-23 3 EXHIBIT 23-A EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS The Board of Directors of Motorola, Inc. We consent to incorporation by reference in the registration statement on Form S-8 of Motorola, Inc. of our reports dated January 9, 1996, except for Note 6, which is as of February 16, 1996, relating to the consolidated balance sheets of Motorola, Inc. and consolidated subsidiaries as of December 31, 1995 and 1994, and the related statements of consolidated earnings, stockholders' equity, and cash flows and related financial statement schedule for each of the years in the three-year period ended December 31, 1995, which reports appear in or are incorporated by reference in the annual report on Form 10-K of Motorola, Inc. for the year ended December 31, 1995. KPMG Peat Marwick LLP Chicago, Illinois May 10, 1996 -----END PRIVACY-ENHANCED MESSAGE-----