SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934*
(Amendment No. 6)

NEXT LEVEL COMMUNICATIONS, INC.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

65333U 10 4
(CUSIP Number)

Carol H. Forsyte
Motorola, Inc.
1303 East Algonquin Road, Schaumburg, IL 60196
(847) 576-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 18, 2002
(Date of Event Which Requires Filing of This Statement)

        If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box.    o

Note:    Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

(Continued on the following pages)
(Page 1 of 20 pages)

*

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 65333U 10 4 13D (Page 2 of 20)

1	NAME OF REPORTING PERSONS Motorola, Inc. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    o
	(b)    o
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                                                                                                                                                                       o
6	CITIZENSHIP OR PLACE OF ORGANIZATION         Delaware

NUMBER OF SHARES BENEFICIALLY OWNED	7	SOLE VOTING POWER 196,008,238 (Includes 40,186,630 shares of common stock which are subject to warrants currently exercisable within 60 days, 13,824,884 shares of common stock subject to Series A Convertible Preferred Stock , 51,387,000 shares of common stock subject to Series A-1 Convertible Preferred Stock, and 26,506,000 shares of common stock subject to Series A-2 Convertible Preferred Stock. See Item 4.)
BY EACH	8	SHARED VOTING POWER         0
REPORTING PERSON WITH	9	SOLE DISPOSITIVE POWER 196,008,238 (Includes 40,186,630 shares of common stock which are subject to warrants currently exercisable within 60 days, 13,824,884 shares of common stock subject to Series A Convertible Preferred Stock , 51,387,000 shares of common stock subject to Series A-1 Convertible Preferred Stock, and 26,506,000 shares of common stock subject to Series A-2 Convertible Preferred Stock. See Item 4.)
	10	SHARED DISPOSITIVE POWER         0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,008,238 (Includes 40,186,630 shares of common stock which are subject to warrants currently exercisable within 60 days, 13,824,884 shares of common stock subject to Series A Convertible Preferred Stock , 51,387,000 shares of common stock subject to Series A-1 Convertible Preferred Stock, and 26,506,000 shares of common stock subject to Series A-2 Convertible Preferred Stock. See Item 4.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 89.67% (See Item 5.)
14	TYPE OF REPORTING PERSON         CO

STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Item 1. Security and Issuer.

        Item 1 is amended and restated to read as follows:

        This Amendment No. 6 to Schedule 13D (this "Statement") relates to the Common Stock, par value $0.01 per share (the "Shares"), of Next Level Communications, Inc., a Delaware corporation (the "Company") and amends and supplements all information contained in the initial statement on Schedule 13D (the "Initial Statement") filed on January 14, 2000, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 filed on June 15, 2001, March 6, 2002, April 30, 2002, July 3, 2002 and October 7, 2002, respectively, by Motorola, Inc., a Delaware corporation ("Motorola").

        The Initial Statement amended and supplemented all information contained in an initial statement on Schedule 13D ("GI Schedule 13D") filed on November 22, 1999 by General Instrument Corporation, a Delaware corporation ("General Instrument"), the Voting Trust and the Trustee (each as defined and identified in the GI Schedule 13D) in which Shares were previously reported as beneficially owned by General Instrument. On January 5, 2000, pursuant to an agreement and plan of merger (the "Agreement and Plan of Merger"), dated September 14, 1999, General Instrument merged with and into Lucerne Acquisition Corp. ("Lucerne"), a Delaware corporation and a wholly-owned subsidiary of Motorola (the "Merger"). As a result of the Merger the separate corporate existence of Lucerne ceased, General Instrument continued as the surviving corporation as a wholly-owned subsidiary of Motorola, the Voting Trust was terminated and Motorola became the sole beneficial owner of the Shares of the Company held by General Instrument, with the sole voting and investment power with respect to such Shares. Consequently, since the date of the Merger Motorola has assumed the reporting obligations with respect to such Shares. Unless otherwise indicated, capitalized terms used but not defined herein shall have the same meanings assigned to such terms in the GI Schedule 13D and are incorporated herein by reference.

        The Company's principal executive offices are at 6085 State Farm Drive, Rohnert Park, California 94928.

Item 2. Identity and Background.

        Item 2 is amended and restated to read as follows:

        (a)—(c), (f) This Statement is being filed by Motorola. Motorola's principal executive offices are located at 1303 East Algonquin Road, Schaumburg, Illinois 60196. Motorola is a global leader in providing integrated communications solutions and embedded electronic solutions. These include: (i) software-enhanced wireless telephone, two-way radio, messaging products and systems, as well as networking and Internet-access products, for consumers, network operators, and commercial, government and industrial customers; (ii) end-to-end systems for the delivery of interactive digital video, voice and high-speed data solutions for broadband operations; (iii) embedded semiconductor solutions for customers in the networking and computing, transportation wireless communications and digital consumer/home networking markets; and (iv) embedded electronic systems for automotive, industrial, transportation, navigation, communications and energy systems markets.

        The names, business addresses and present principal occupations or employment of the directors and executive officers of Motorola are set forth in the attached Appendix 1, which is incorporated

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herein by reference. To the best of Motorola's knowledge, except as noted on Appendix 1, all directors and executive officers of Motorola are citizens of the United States.

        (d)—(e) Neither Motorola, nor to the best of Motorola's knowledge, any of the directors or executive officers listed on Appendix 1 has been, during the last five years, (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

        Item 3 is amended and restated to read as follows:

        In connection with the Merger described above, each outstanding share of General Instrument common stock was exchanged for 0.575 shares of Motorola common stock, with cash in lieu of any fractional Motorola shares that former General Instrument stockholders would have otherwise received. As a result of the Merger, Motorola became the sole beneficial owner of the 64,103,724 Shares of the Company held by General Instrument, with the sole voting and investment power with respect to such Shares.

        On May 16, 2001, Motorola and the Company entered into a $60 million credit agreement (the "Credit Agreement"). Under the terms of the Credit Agreement, the Company granted Motorola warrants for up to 7,500,000 Shares (the "May Warrants"), all with an exercise price of $7.39 per share. The May Warrants expire on May 15, 2006 and are exercisable in varying increments described below in Item 4.

        On October 24, 2001, Motorola entered into: i) a Guarantee pursuant to which Motorola will guarantee the Company's $20 million mortgage loan obligation to a third party; and ii) an Environmental Indemnity Agreement in favor of the third party relating to real estate security. In exchange for Motorola entering into such agreements, the Company granted Motorola warrants for an additional 400,000 Shares ("Warrant No. 10"), all with an exercise price of $3.82 per share. Warrant No. 10 is currently exercisable and expires on October 23, 2006.

        On December 11, 2001, pursuant to an Amendment to the Credit Agreement (the "December 11, 2001 Amendment") between Motorola and the Company, Motorola agreed to provide an additional $20 million of loans ("$20 million tranche") to the Company. Under the terms of the December 11, 2001 Amendment, the Company granted to Motorola a convertible promissory note ("Convertible Promissory Note") that was convertible, at the option of Motorola, into Shares or other securities of the Company upon the same terms as would be offered to other investors in the Company's next future equity financing in excess of $15 million. If no such Company financing occurred and either (i) the Company delivered a notice of prepayment of this $20 million tranche or (ii) this $20 million tranche would mature within thirty days, then Motorola, at its option, could convert the outstanding principal and interest under the Convertible Promissory Note into Shares at a rate of $4.29 per share, subject to customary anti-dilution protection provisions. This $20 million tranche could not be prepaid while there was outstanding any other loans under the Credit Agreement, as amended. The Convertible Promissory Note was cancelled in exchange for receipt of shares of Series A-1 Convertible Preferred Stock of the Company pursuant to the terms of a Securities Purchase Agreement dated as of June 25, 2002 between the Company and Motorola, as described below.

        As additional consideration for entering into the December 11, 2001 Amendment, the Company granted Motorola an additional warrant to acquire 2,500,000 Shares ("Warrant No. 11"), all with an

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exercise price of $4.29 per share. Warrant No. 11 is currently exercisable and expires on December 10, 2006.

        On February 21, 2002, Motorola and the Company entered into a Securities Purchase Agreement (the "February 2002 Securities Purchase Agreement") whereby Motorola purchased 6,912,442 shares of the Series A Convertible Preferred Stock of the Company ("Series A Preferred") at a per share purchase price of $4.34, for a total purchase price of approximately $30 million. Each share of Series A Preferred is convertible into two shares of the Company's common stock; is entitled to cumulative dividends at an annual rate of 7.5%, payable in cash or additional shares of Series A Preferred; and is entitled to a liquidation preference of $10.85 in the event of insolvency or dissolution of the company, in the event of certain change in control, merger or consolidation events and in the event of sales or transfers of a material portion of Company's assets outside the ordinary course of business. Each holder of Series A Preferred may vote its shares on an as-converted basis. In addition, certain material actions require the consent of a majority of the holders of the Series A Preferred. Finally, a majority of the holders of the Series A Preferred were able to call for redemption of the Series A Preferred on or after February 19, 2007 at a per share redemption price of $5.21. On December 18, 2002 the Company amended the terms of the outstanding Series A Preferred as discussed below. As a result of the amendment the majority holders of the Series A Preferred may no longer call for redemption of the Series A Preferred and the events under which a Series A Preferred holder is entitled to a liquidation preference have been amended. In addition, on February 21, 2002, the Company granted Motorola a warrant for 3,456,221 Shares with an exercise price of $2.17 per share ("Warrant No. Series A 001") and a warrant for 3,456,221 Shares with an exercise price of $2.60 per share ("Warrant No. Series A 002"). The warrants are currently exercisable and expire on February 19, 2007.

        Pursuant to a commitment letter dated March 29, 2002 between Motorola and the Company (the "Commitment Letter"), Motorola agreed to provide an additional $35 million of funding (the "Financing Facility") to the Company. The Commitment Letter provided that Motorola had the option at the time of any drawdown thereunder by the Company of the Financing Facility to either treat such drawdown as (a) an increase in the aggregate principle amount of convertible secured debt owed by the Company to Motorola under the Credit Agreement as represented by the Convertible Promissory Note, or (b) as an additional preferred stock investment with terms (other than price) substantially identical to those contained in the February 2002 Securities Purchase Agreement. In either instance, the Company would grant Motorola warrant coverage consistent in amount with that given in connection with either the Convertible Promissory Note or the February 2002 Securities Purchase Agreement (the "March 2002 Warrants"). The pricing of any preferred stock investment or of any of the March 2002 Warrants would be the lower of the average of the closing prices of the Company's Shares for either (a) the five days prior to March 29, 2002, or (ii) five days prior to the particular drawdown by the Company. The Company drew down: (i) $13 million and (ii) $10 million, respectively, under the Financing Facility for shares of Series A-1 Convertible Preferred Stock of the Company pursuant to the terms of Securities Purchase Agreements between the Company and Motorola dated as of June 25, 2002 and September 26, 2002, respectively, as described below. The Company drew down the remaining $12 million under the Financing Facility on December 18, 2002 for shares of Series A-2 Convertible Preferred Stock of the Company pursuant to the terms of a Securities Purchase Agreement between the Company and Motorola dated December 18, 2002 as described below. The Convertible Promissory Note was cancelled on June 25, 2002 as discussed below and therefore after June 25, 2002 Motorola no longer had the option to treat a drawdown under the Financing Facility as described in (a) above.

        Pursuant to a letter to the NASD dated April 22, 2002 (the "Letter of Certification"), Motorola agreed that, within ten days of the execution of such letter, Motorola would execute and deliver to the Company a waiver pursuant to which it would, in its capacity as holder of the Company's Series A Preferred, agree through November 1, 2002: (i) to waive its right of redemption under Section B(2) of the Certificate of Designation of the Company's Series A Preferred in the event of a change of control

5

or sale of a material portion of the Company's assets and (ii) not to transfer the Series A Preferred unless the transferee agrees in writing to be bound by the foregoing waiver. Pursuant to the terms of a Securities Purchase Agreement between the Company and Motorola dated as of September 26, 2002 as described below this waiver was extended to April 1, 2003. Pursuant to the terms of a Securities Purchase Agreement between the Company and Motorola dated December 18, 2002 as described below, the amendment of the terms of the Series A Preferred on December 18, 2002, as also described below, supercedes this waiver. As a result this waiver is no longer in effect.

        In addition, Motorola agreed in the Letter of Certification that it would undertake that to the extent necessary for the Company to achieve compliance with all current Nasdaq National Market listing requirements (including, when applicable, the stockholders' equity requirement) by June 30, 2002 and for the remainder of fiscal year 2002, it would: (a) modify all or a portion of its Financing Facility by amending the terms of the Financing Facility such that any drawdowns by the Company under the Financing Facility will be in exchange for the issuance of Series A Preferred subject to the waiver of the change of control redemption right described above; (b) if the modification to the Financing Facility contemplated by clause (a) is not sufficient for the Company to maintain compliance with the listing requirements, convert up to $6 million of the Company's existing indebtedness to Motorola to equity such that the converted indebtedness will be classified as equity on the Company's balance sheet on a going forward basis; and (c) if necessary to comply with the Nasdaq National Market's stockholders' equity requirement once it becomes mandatory in the fourth quarter of 2002, further amend the terms of the Series A Preferred such that it would be classified as equity on the Company's balance sheet on a going forward basis for purposes of the stockholders' equity listing requirement. The Letter of Certification also provided that the foregoing shall not limit the ability of Motorola and the Company to cause the Company to achieve and maintain compliance with all Nasdaq National Market listing requirements pursuant to reverse stock splits or other restructuring of Series A Preferred or indebtedness of the Company to Motorola in a manner so that such preferred stock or indebtedness would be classified as equity on the Company's balance sheet. Motorola has taken the necessary actions as agreed to in the Letter of Certification.

        As consideration for the Letter of Certification to NASD, the Company issued to Motorola the following warrants, exercisable five years from the date of the NASD letter all with an exercise price of $2.00 per share and expiring on April 22, 2012: (i) 100,000 warrants for the Letter of Certification and the overall contingent re-structuring; and (ii) 300,000 warrants for the waiver of the redemption in the event of a change of control relating to the $30 million Series A, collectively (the "A 003 Warrant").

        On June 25, 2002, Motorola and the Company entered into a Securities Purchase Agreement (the "June 2002 Securities Purchase Agreement") whereby Motorola purchased shares of the Series A-1 Redeemable Convertible Preferred Stock of the Company (the" Series A-1 Preferred"). Pursuant to the terms of the June 2002 Securities Purchase Agreement, Motorola purchased 277,311 shares of Series A-1 Preferred ("June 2002 Series A-1 Preferred") at a per share purchase price of $119.00, for a total purchase price of approximately $33 million. The total purchase price consisted of (i) the cancellation of the $20 million under the Convertible Promissory Note issued by the Company to Motorola in exchange for receipt of shares of June 2002 Series A-1 Preferred and (ii) cash in the amount of $13 million representing a drawdown on the Financing Facility. Each share of June 2002 Series A-1 Preferred is initially convertible into 100 shares of the Company's common stock and is entitled to cumulative dividends at an annual rate of 7.5%, payable in cash or additional shares of Series A-1 Preferred. Holders of Series A-1 Preferred may vote their shares together with holders of Common Stock on an as-converted to common stock basis, and certain material actions require the consent of holders of a majority of the Series A-1 Preferred. In addition each share of June 2002 Series A-1 Preferred is entitled to a liquidation preference of $297.50 per share in the event of insolvency or dissolution of the Company, in the event of certain change in control, merger or consolidation events and in the event of sales or transfers of a material portion of Company's assets

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outside the ordinary course of business. Motorola had waived its right to receive the liquidation preference in the event of a change of control or sale of a material portion of the Company's assets if such event occurred prior to April 1, 2003. Pursuant to the terms of a Securities Purchase Agreement between the Company and Motorola dated December 18, 2002 as described below, the amendment of the terms of the Series A-1 Preferred on December 18, 2002, as described below, supercedes this waiver. As a result this waiver is no longer in effect. Lastly, holders of a majority of the Series A-1 Preferred were able to require the Company to redeem the Series A-1 Preferred on or after June 25, 2007. The per share redemption price of the June 2002 Series A-1 Preferred was $142.80. On December 18, 2002 the Company amended the terms of the outstanding Series A-1 Preferred as discussed below. As a result of the amendment the majority holders of the Series A-1 Preferred may no longer call for redemption of the Series A-1 Preferred and the events under which a Series A-1 holder is entitled to a liquidation preference have been amended. On June 25, 2002 in connection with the issuance of the June 2002 Series A-1 Preferred, the Company granted Motorola: (i) a warrant to purchase 6,008,403 shares of the Company's common stock which is currently exercisable with an exercise price of $1.19 per share and expiring on June 24, 2007 ("Warrant A-1 001") and (ii) a warrant to purchase 330,000 shares of the Company's common stock which is exercisable after June 25, 2007 with an exercise price of $2.00 per share expiring on June 24, 2012 ("Warrant A-1 002").

        On September 26, 2002, Motorola and the Company entered into a Securities Purchase Agreement (the "September 2002 Securities Purchase Agreement") whereby Motorola purchased shares of the Series A-1 Preferred Stock. Pursuant to the terms of the September 2002 Securities Purchase Agreement, Motorola purchased 236,559 shares of Series A-1 Preferred (the "September 2002 Series A-1 Preferred") at a per share purchase price of $93.00, for a total purchase price of approximately $22 million. The total purchase price consisted of (i) the cancellation of $12 million under the Credit Agreement, dated as of May 16, 2001 between the Company and Motorola, as amended, and (ii) cash in the amount of $10 million representing a drawdown on the Financing Facility. Each share of September 2002 Series A-1 Preferred is initially convertible into 100 shares of the Company's common stock and is entitled to cumulative dividends at an annual rate of 7.5%, payable in cash or additional shares of September 2002 Series A-1 Preferred. Holders of Series A-1 Preferred may vote their shares together with holders of Common Stock on an as-converted to common stock basis, and certain material actions require the consent of holders of a majority of Series A-1 Preferred. Each share of September 2002 Series A-1 is entitled to a liquidation preference of $232.50 per share in the event of insolvency or dissolution of the Company, in the event of certain change in control, merger or consolidation events and in the event of sales or transfers of a material portion of the Company's assets outside the ordinary course of business. Motorola had waived its right to receive the liquidation preference in the event of a change of control or sale of a material portion of the Company's assets if such event occurred prior to April 1, 2003. Pursuant to the terms of a Securities Purchase Agreement between the Company and Motorola dated December 18, 2002 as described below, the amendment of the terms of the Series A-1 Preferred on December 18, 2002, as described below, supercedes this waiver. As a result this waiver is no longer in effect. Lastly, holders of a majority of the Series A-1 Preferred were able to require the Company to redeem the Series A-1 Preferred on or after June 25, 2007. The per share redemption price of the September 2002 Series A-1 Preferred was $111.60. On December 18, 2002 the Company amended the terms of the outstanding Series A-1 Preferred as discussed below. As a result of the amendment the majority holders of the Series A-1 Preferred may no longer call for redemption of the Series A-1 Preferred and the events under which a Series A-1 holder is entitled to a liquidation preference have been amended. On September 26, 2002 in connection with the issuance of the September 2002 Series A-1 Preferred, the Company granted Motorola (i) a warrant to purchase 220,000 shares of the Company's common stock which is exercisable after September 26, 2007 with an exercise price of $2.00 per share ("Warrant No. A-1 003") and (ii) a warrant to purchase 5,913,978 shares of the Company's common stock which is

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currently exercisable with an exercise price of $0.93 per share ("Warrant No. A-1 004"). The warrants expire on September 25, 2012 and September 25, 2007, respectively.

        On October 22, 2002, pursuant to an Amendment to the Credit Agreement (the "October 22, 2002 Amendment"), between Motorola and the Company, Motorola agreed to extend the maturity date of the Credit Agreement from May 16, 2003 to May 16, 2006. Under the terms of the October 22, 2002 Amendment, the Company granted to Motorola a warrant for 3,000,000 shares all with a n exercise price of $0.76 per share (Warrant No. 12"). Warrant No. 12 is currently exercisable and expires on October 21, 2007.

        On December 18, 2002, Motorola and the Company entered into a Securities Purchase Agreement (the "December 2002 Securities Purchase Agreement") whereby Motorola purchased shares of the Series A-2 Convertible Preferred Stock ("Series A-2 Preferred"). Pursuant to the terms of the December 2002 Securities Purchase Agreement, Motorola purchased 26,506 shares of Series A-2 Preferred (the "December 2002 Series A-2 Preferred") at a per share purchase price of $830.00, for a total purchase price of approximately $22 million. The total purchase price consisted of (i) the cancellation of $10 million under the Credit Agreement, dated as of May 16, 2001 between the Company and Motorola, as amended, and (ii) cash in the amount of $12 million representing a drawdown on the Financing Facility. Each share of December 2002 Series A-2 Preferred is initially convertible into 1,000 shares of the Company's common stock; is entitled to cumulative dividends at an annual rate of 7.5%, payable in cash or additional shares of December 2002 Series A-2 Preferred; and is entitled to a liquidation preference of $2,075.00 per share in the event of insolvency or dissolution of the Company, in the event of certain change in control, merger or consolidation events and in the event of sales or transfers of a material portion of the Company's assets outside the ordinary course of business. Holders of Series A-2 Preferred may vote their shares together with holders of Common Stock and Series A-1 Preferred on an as-converted to common stock basis, and certain material actions require the consent of holders of a majority of Series A-1 and A-2 Preferred. In connection with the issuance of the December 2002 Series A-2 Preferred, the Company granted Motorola (i) a warrant to purchase 220,000 shares of the Company's common stock which is exercisable after December 18, 2007 with an exercise price of $2.00 per share ("Warrant No. A-2 001") and (ii) a warrant to purchase 7,951,807 shares of the Company's common stock which is currently exercisable with an exercise price of $0.83 per share ("Warrant No. A-2 002"). The warrants expire on December 17, 2012 and December 17, 2007, respectively.

        Also on December 18, 2002 the Company amended the terms of its outstanding Series A Preferred and Series A-1 Preferred to: i) remove the provision allowing for redemption at the option of the holder after February 19, 2007 in the case of the Series A Preferred and after June 25, 2007 in the case of the Series A-1 Preferred; and ii) amend the events under which a holder of the Series A Preferred or Series A-1 Preferred is entitled to a liquidation preference. As amended, the Series A Preferred and Series A-1 Preferred contain substantially identical terms as the Series A-2 Preferred.

Item 4. Purpose of Transaction.

        Item 4 is amended and restated to read as follows:

        Beneficial ownership of the 64,103,724 Shares was acquired by Motorola as part of the Merger. Reference is made to Motorola's Registration Statement on Form S-4 (File No. 333-88735) for more information regarding the Merger, including the background and reasons therefore. Prior to the Merger, beneficial ownership of the 64,103,724 Shares was with General Instrument. Reference is made to the GI Schedule 13D for more information regarding beneficial ownership of such Shares by General Instrument, the Voting Trust and the Trustee.

        Prior to the Merger, the 64,103,724 Shares were held in the Voting Trust, which was terminated upon the Merger. Following such termination, such Shares were registered to General Instrument.

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Pursuant to the Corporate and Intercompany Agreement described in Item 6 below, upon termination of the Voting Trust, the Company's board of directors took action to appoint four Motorola employees as Company directors. As of September 30, 2002, the only Motorola employees who serve as Company directors are Eugene Delaney and Gray Benoist.

        On May 16, 2001, Motorola and the Company entered into the Credit Agreement. Under the terms of the Credit Agreement, the Company granted Motorola the May Warrants. All the May Warrants have an exercise price of $7.39 per share and expire on May 15, 2006. The May Warrants are exercisable in varying increments as follows: a) on May 16, 2001, (the "Effective Date") of the Credit Agreement, warrants for 1,500,000 Shares became exercisable; b) on May 18, 2001, warrants for an additional 1,500,000 Shares became exercisable when the Company's cumulative borrowing under the Credit Agreement exceeded $30 million; c) on June 20, 2001, warrants for an additional 750,000 Shares become exercisable when the Company's cumulative borrowing under the Agreement exceeded $40 million; d) on June 27, 2001, warrants for an additional 750,000 Shares become exercisable when the Company's cumulative borrowing under the Agreement exceeded $50 million; and e) warrants for an additional 3,000,000 Shares become exercisable in 1,000,000 increments on May 17, 2002, November 15, 2002 and February 17, 2003 respectively, unless prior to those dates the Company's borrowings under the Credit Agreement have been repaid in full and the Credit Agreement has been terminated. On May 30, 2002, pursuant to the terms of an Amendment to the Credit Agreement (the "May 30, 2002 Amendment") between Motorola and the Company, the exercise date of two of the May Warrants for 1,000,000 Shares each, exercisable on November 15, 2002 and February 17, 2003, respectively, was changed to May 30, 2002.

        On October 24, 2001, Motorola entered into: i) a Guarantee pursuant to which Motorola will guarantee the Company's $20 million mortgage loan obligation to a third party; and ii) an Environmental Indemnity Agreement in favor of the third party relating to real estate security. In exchange for Motorola entering into such agreements, the Company granted Motorola Warrant No. 10 for an additional 400,000 Shares, with an exercise price of $3.82 per share. Warrant No. 10 is currently exercisable and expires on October 23, 2006.

        Pursuant to the December 11, 2001 Amendment to the Credit Agreement, Motorola agreed to provide an additional $20 million tranche to the Company. Under the terms of the December 11, 2001 Amendment, the Company granted to Motorola the Convertible Promissory Note that was convertible, at the option of Motorola, into Shares or other securities of the Company upon the same terms as would be offered to other investors in the Company's next future equity financing in excess of $15 million. If no such Company financing occurred and either (i) the Company delivered a notice of prepayment of this $20 million tranche or (ii) this $20 million tranche would mature within thirty days, then Motorola, at its option, could convert the outstanding principal and interest under the Convertible Promissory Note into Shares at a rate of $4.29 per share, subject to customary anti-dilution protection provisions. This $20 million tranche could not be prepaid while there was outstanding any other loans under the Credit Agreement, as amended. The Convertible Promissory Note was canceled in exchange for receipt of shares of Series A-1 Preferred pursuant to the terms of the June 2002 Securities Purchase Agreement, as described below.

        As additional consideration for entering into the December 11, 2001 Amendment, the Company granted Motorola Warrant No. 11 to acquire 2,500,000 Shares, with an exercise price of $4.29 per share. Warrant No. 11 is currently exercisable and expires on December 10, 2006.

        On February 21, 2002, Motorola and the Company entered into the February 2002 Securities Purchase Agreement whereby Motorola purchased 6,912,442 shares of the Series A Preferred at a per share purchase price of $4.34, for a total purchase price of approximately $30 million. Each share of Series A Preferred is convertible into two shares of the Company's common stock; is entitled to cumulative dividends at an annual rate of 7.5%, payable in cash or additional shares of Series A

9

Preferred; and is entitled to a liquidation preference of $10.85 in the event of insolvency or dissolution of the company, in the event of certain change in control, merger or consolidation events and in the event of sales or transfers of a material portion of Company's assets outside the ordinary course of business. Each holder of Series A Preferred may vote its shares on an as-converted basis. In addition, certain material actions require the consent of a majority of the holders of the Series A Preferred. Finally, a majority of the holders of the Series A Preferred were able to call for redemption of the Series A Preferred on or after February 19, 2007 at a per share redemption price of $5.21. On December 18, 2002 the Company amended the terms of the outstanding Series A Preferred as discussed below. As a result of the amendment the majority holders of the Series A Preferred may no longer call for redemption of the Series A Preferred and the events under which a Series A Preferred holder is entitled to a liquidation preference have been amended. In addition, the Company granted Motorola Warrant No. Series A 001 for 3,456,221 Shares with an exercise price of $2.17 per share and Warrant No. Series A 002 for 3,456,221 Shares with an exercise price of $2.60 per share. These warrants are currently exercisable and expire on February 19, 2007.

        Pursuant to the Commitment Letter, Motorola agreed to provide the Financing Facility to the Company. The Commitment Letter provided that Motorola had the option at the time of any drawdown thereunder by the Company of the Financing Facility to either treat such drawdown as (a) an increase in the aggregate principle amount of convertible secured debt owed by the Company to Motorola under the Credit Agreement as represented by the Convertible Promissory Note, or (b) as an additional preferred stock investment with terms (other than price) substantially identical to those contained in the February 2002 Securities Purchase Agreement. In either instance, the Company would grant Motorola warrant coverage consistent in amount with that given in connection with either the Convertible Promissory Note or the February 2002 Securities Purchase Agreement. The pricing of any preferred stock investment or of any of the March 2002 Warrants would be the lower of the average of the closing prices of the Company's Shares for either (a) the five days prior to March 29, 2002, or (ii) five days prior to the particular drawdown by the Company. The Company drew down (i) $13 million and (ii) $10 million, respectively, under the Financing Facility for shares of the Series A-1 Preferred pursuant to the terms of the June 2002 and September 2002 Securities Purchase Agreements, as described below. The Company drew down the remaining $12 million under the Financing Facility on December 18, 2002 for shares of Series A-2 Convertible Preferred Stock of the Company pursuant to the December 2002 Securities Purchase Agreement as described below. The Convertible Promissory Note was cancelled on June 25, 2002 as discussed below and therefore after June 25, 2002 Motorola no longer had the option to treat a drawdown under the Financing Facility as described in (a) above.

        Pursuant to the Letter of Certification, Motorola agreed that, within ten days of the execution of such letter, Motorola would execute and deliver to the Company a waiver pursuant to which it would, in its capacity as holder of the Company's Series A Preferred, agree through November 1, 2002: (i) to waive, its right of redemption under Section B(2) of the Certificate of Designation of the Company's Series A Preferred in the event of a change of control or sale of a material portion of the Company's assets and (ii) not to transfer the Series A Preferred unless the transferee agrees in writing to be bound by the foregoing waiver. Pursuant to the terms of the September 2002 Securities Purchase Agreement, as described below, this waiver was extended to April 1, 2003. Pursuant to the December 2002 Securities Purchase Agreement as described below, the amendment of the terms of the Series A Preferred on December 18, 2002, as also described below, supercedes this waiver. As a result this waiver is no longer in effect.

        In addition, Motorola agreed in the Letter of Certification that it would undertake that to the extent necessary for the Company to achieve compliance with all current Nasdaq National Market listing requirements (including, when applicable, the stockholders' equity requirement) by June 30, 2002 and for the remainder of fiscal year 2002, it would: (a) modify all or a portion of its Financing Facility

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by amending the terms of the Financing Facility such that any drawdowns by the Company under the Financing Facility will be in exchange for the issuance of Series A Preferred subject to the waiver of the change of control redemption right described above; (b) if the modification to the Financing Facility contemplated by clause (a) is not sufficient for the Company to maintain compliance with the listing requirements, convert up to $6 million of the Company's existing indebtedness to Motorola to equity such that the converted indebtedness will be classified as equity on the Company's balance sheet on a going forward basis; and (c) if necessary to comply with the Nasdaq National Market's stockholders' equity requirement once it becomes mandatory in the fourth quarter of 2002, further amend the terms of the Series A Preferred such that it would be classified as equity on the Company's balance sheet on a going forward basis for purposes of the stockholders' equity listing requirement. The Letter of Certification also provided that the foregoing shall not limit the ability of Motorola and the Company to cause the Company to achieve and maintain compliance with all Nasdaq National Market listing requirements pursuant to reverse stock splits or other restructuring of Series A Preferred or indebtedness of the Company to Motorola in a manner so that such preferred stock or indebtedness would be classified as equity on the Company's balance sheet. Motorola has taken the necessary actions as agreed to in the Letter of Certification.

        As consideration for the Letter of Certification to NASD, the Company issued to Motorola the following warrants, exercisable five years from the date of the NASD letter all with an exercise price of $2.00 per share and expiring on April 22, 2012: (i) 100,000 warrants for the Letter of Certification and the overall contingent re-structuring; and (ii) 300,000 warrants for the waiver of the redemption in the event of a change of control relating to the $30 million Series A.

        On June 25, 2002, Motorola and the Company entered into the June 2002 Securities Purchase Agreement whereby Motorola purchased 277,311 shares of the June 2002 Series A-1 Preferred at a per share purchase price of $119.00, for a total purchase price of approximately $33 million. The total purchase price consisted of (i) the cancellation of the $20 million under the Convertible Promissory Note issued by the Company to Motorola in exchange for receipt of shares of June 2002 Series A-1 Preferred and (ii) cash in the amount of $13 million representing a drawdown on the Financing Facility. Each share of June 2002 Series A-1 Preferred is initially convertible into 100 shares of the Company's common stock and is entitled to cumulative dividends at an annual rate of 7.5%, payable in cash or additional shares of June 2002 Series A-1 Preferred. Holders of Series A-1 Preferred may vote their shares together with holders of Common Stock on an as-converted to common stock basis, and certain material actions require the consent of holders of a majority of the Series A-1 Preferred. In addition each share of June 2002 Series A-1 Preferred is entitled to a liquidation preference of $297.50 per share in the event of insolvency or dissolution of the Company, in the event of certain change in control, merger or consolidation events and in the event of sales or transfers of a material portion of Company's assets outside the ordinary course of business. Motorola had waived its right to receive the liquidation preference in the event of a change of control or sale of a material portion of the Company's assets if such event occurred prior to April 1, 2003. Pursuant to the December 2002 Securities Purchase Agreement as described below, the amendment of the terms of the Series A-1 Preferred on December 18, 2002, as also described below, supercedes this waiver. As a result this waiver is no longer in effect. Lastly, holders of a majority of the Series A-1 Preferred were able to require the Company to redeem the Series A-1 Preferred on or after June 25, 2007. The per share redemption price of June 2002 Series A-1 Preferred was $142.80. On December 18, 2002 the Company amended the terms of the outstanding Series A-1 Preferred as discussed below. As a result of the amendment the majority holders of the Series A-1 Preferred may no longer call for redemption of the Series A-1 Preferred and the events under which a Series A-1 holder is entitled to a liquidation preference have been amended. On June 25, 2002 in connection with the issuance of the June 2002 Series A-1 Preferred, the Company granted Motorola: (i) Warrant A-1 001 to purchase 6,008,403 shares of the Company's common stock which is currently exercisable with an exercise price of $1.19 per share and expiring on June 24, 2007 and (ii) a Warrant A-1 002 to purchase 330,000 shares of the Company's

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common stock which is exercisable after June 25, 2007 with an exercise price of $2.00 per share expiring on June 24, 2012.

        On September 26, 2002, Motorola and the Company entered into the September 2002 Securities Purchase Agreement whereby Motorola purchased 236,559 shares of the September 2002 Series A-1 Preferred at a per share purchase price of $93.00, for a total purchase price of approximately $22 million. The total purchase price consisted of (i) the cancellation of $12 million under the Credit Agreement, dated as of May 16, 2001 between the Company and Motorola, as amended, and (ii) cash in the amount of $10 million representing a drawdown on the Financing Facility. Each share of September 2002 Series A-1 Preferred is initially convertible into 100 shares of the Company's common stock and is entitled to cumulative dividends at an annual rate of 7.5%, payable in cash or additional shares of September 2002 Series A-1 Preferred. Holders of Series A-1 Preferred may vote their shares together with holders of Common Stock on an as-converted to common stock basis, and certain material actions require the consent of holders of a majority of Series A-1 Preferred. Each share of September 2002 Series A-1 is entitled to a liquidation preference of $232.50 per share in the event of insolvency or dissolution of the Company, in the event of certain change in control, merger or consolidation events and in the event of sales or transfers of a material portion of the Company's assets outside the ordinary course of business. Motorola had waived its right to receive the liquidation preference in the event of a change of control or sale of a material portion of the Company's assets if such event occurred prior to April 1, 2003. Pursuant to the December 2002 Securities Purchase Agreement as described below, the amendment of the terms of the Series A-1 Preferred on December 18, 2002, as also described below, supercedes this waiver. As a result this waiver is no longer in effect. Lastly, holders of a majority of the Series A-1 Preferred were able to require the Company to redeem the Series A-1 Preferred on or after June 25, 2007. The per share redemption price of the September 2002 Series A-1 Preferred was $111.60. On December 18, 2002 the Company amended the terms of the outstanding Series A-1 Preferred as discussed below. As a result of the amendment the majority holders of the Series A-1 Preferred may no longer call for redemption of the Series A-1 Preferred and the events under which a Series A-1 holder is entitled to a liquidation preference have been amended. On September 26, 2002 in connection with the issuance of the September 2002 Series A-1 Preferred, the Company granted Motorola (i) Warrant No. A-1 003 for 220,000 shares with an exercise price of $2.00 per share which is exercisable after September 26, 2007 and (ii) Warrant No. A-1 004 for 5,913,978 shares with an exercise price of $0.93 per share, which is currently exercisable. The warrants expire on September 25, 2012 and September 25, 2007, respectively.

        On October 22, 2002, pursuant to the October 22, 2002 Amendment to the Credit Agreement, Motorola agreed to extend the maturity date of the Credit Agreement from May 16, 2003 to May 16, 2006. Under the terms of the October 22, 2002 Amendment, the Company granted to Motorola Warrant No. 12 for 3,000,000 shares all with an exercise price of $0.76 per share. Warrant No. 12 is currently exercisable and expires on October 21, 2007.

        On December 18, 2002, Motorola and the Company entered into the December 2002 Securities Purchase Agreement whereby Motorola purchased shares of the Series A-2 Preferred Stock. Pursuant to the terms of the December 2002 Securities Purchase Agreement, Motorola purchased 26,506 shares of December 2002 Series A-2 Preferred at a per share purchase price of $830.00, for a total purchase price of approximately $22 million. The total purchase price consisted of (i) the cancellation of $10 million under the Credit Agreement, dated as of May 16, 2001 between the Company and Motorola, as amended, and (ii) cash in the amount of $12 million representing a drawdown on the Financing Facility. Each share of December 2002 Series A-2 Preferred is initially convertible into 1000 shares of the Company's common stock; is entitled to cumulative dividends at an annual rate of 7.5%, payable in cash or additional shares of December 2002 Series A-2 Preferred; and is entitled to a liquidation preference of $2,075 per share in the event of insolvency or dissolution of the Company, in the event of certain change in control, merger or consolidation events and in the event of sales or

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transfers of a material portion of the Company's assets outside the ordinary course of business. Holders of Series A-2 Preferred may vote their shares together with holders of Common Stock and Series A-1 Preferred on an as-converted to common stock basis, and certain material actions require the consent of holders of a majority of Series A-1 and A-2 Preferred. In connection with the issuance of the December 2002 Series A-2 Preferred, the Company granted Motorola (i) Warrant No. A-2 001 to purchase 220,000 shares of the Company's common stock which is exercisable after December 18, 2007 with an exercise price of $2.00 per share and (ii) Warrant No. A-2 002 to purchase 7,951,807 shares of the Company's common stock which is currently exercisable with an exercise price of $0.83 per share. The warrants expire on December 17, 2012 and December 17, 2007, respectively.

        Also on December 18, 2002 the Company amended the terms of its outstanding Series A Preferred and Series A-1 Preferred to: i) remove the provision allowing for redemption at the option of the holder after February 19, 2007 in the case of the Series A Preferred and after June 25, 2007 in the case of the Series A-1 Preferred; and ii) amend the events under which a holder of the Series A Preferred or Series A-1 Preferred is entitled to a liquidation preference. As amended, the Series A Preferred and Series A-1 Preferred contain substantially identical terms as the Series A-2 Preferred.

        Of the 41,356,630 warrants for Shares currently held by Motorola, 40,186,630 are currently exercisable within 60 days and, 1,170,000 are not currently exercisable within 60 days. Each of the 6,912,442 shares of Series A Preferred are currently convertible into two shares of the Company's common stock for a total of 13,824,884 Shares, each of the 277,311 shares of June 2002 Series A-1 Preferred and 236,559 shares of September 2002 Series A-1 Preferred are currently convertible into one hundred shares of the Company's common stock for a total of 51,387,000 Shares and each of the December 2002 Series A-2 Preferred are currently convertible into one thousand shares of the Company's common stock for a total of 26,506,000 Shares.

        As a result of the Merger, and the transactions described herein, Motorola is able to exercise a majority of the total voting power of the Company. As of December 20, 2002, Motorola has appointed two of the eight current directors. Except in connection with the agreements and arrangements described herein, Motorola has no current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of Item 4 to Schedule 13D. Motorola does, however, expect to evaluate on an ongoing basis its intentions with respect to the Company and may determine to pursue one or more of the actions specified in Items (a) through (j).

        Motorola currently intends to maintain beneficial ownership of all of its Shares. However, Motorola may acquire beneficial ownership of additional Shares or sell or otherwise dispose of beneficial ownership of any or all of the Shares it beneficially owns. Motorola reserves the right to change its plans and intentions at any time and to take any action, with respect to the Company or any of its debt or equity securities, in any manner permitted by law.

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Item 5. Interest in Securities of the Issuer.

        Item 5 is amended and restated to read as follows:

        (a)—(b) Motorola is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of 196,008,238 Shares¹ (constituting 89.67% of the total outstanding Shares as determined pursuant to Rule 13d-3 under the Exchange Act). As to such Shares, Motorola has the sole power to vote or to direct the vote and sole power to dispose or direct the disposition of all of the Shares.

¹Motorola's beneficial ownership of the Company's common stock consists of: (i) 64,103,724 Shares, (ii) 40,186,630 Shares deemed to be outstanding under Rule 13d-3(d) under the Exchange Act as a result of Motorola's ownership of warrants which are exercisable within 60 days for 40,186,630 Shares; (iii) 13,824,884 Shares deemed to be outstanding under Rule 13d-3(d) of the Exchange Act as a result of Motorola's ownership of 6,912,442 shares of Series A Preferred Stock (each share of Series A Preferred may be converted by Motorola into two Shares); (iv) 51,387,000 Shares deemed to be outstanding under Rule 13d-3(d) of the Exchange Act as a result of Motorola's ownership of 277,311 shares of June 2002 Series A-1 Preferred Stock and 236,559 shares of September 2002 Series A-1 Preferred Stock (each share of June 2002 and September 2002 Series A-1 Preferred may be converted by Motorola initially into one hundred Shares); and (v) 26,506,000 Shares deemed to be outstanding under Rule 13d-3(d) of the Exchange Act as a result of Motorola's ownership of 26,506 shares of December 2002 Series A-2 Preferred Stock (each share of December 2002 Series A-2 Preferred may be converted by Motorola initially into one thousand Shares).

        (c)  Glenn A. Gienko, Executive Vice President and Motorola Director of Human Relations has shared voting and investment control of 1,000 Shares, a negligible percent of the total outstanding Shares. Except as described herein, neither Motorola nor, to the knowledge of Motorola, any of the individuals identified in Appendix 1 has executed any transactions in the Company's stock during the past 60 days.

        (d)  There is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Motorola.

        (e)  Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.

        Item 6 is amended and restated to read as follows:

        General Instrument entered into the following agreements with respect to its ownership of the 64,103,724 Shares that are now beneficially owned by Motorola. The following summary of certain provisions of these agreements is qualified in its entirety by reference to these agreements themselves, which are filed as exhibits hereto and hereby incorporated by reference.

        Corporate and Intercompany Agreement.    General Instrument and the Company have entered into the Corporate and Intercompany Agreement, dated as of November 15, 1999, (the "Corporate and Intercompany Agreement") under which, among other things, the Company has granted General Instrument and its affiliates a continuing option to purchase additional Shares or shares of non-voting capital stock of the Company. If the Company issues any additional equity securities after its initial public offering, General Instrument and its affiliates may exercise this option to purchase: (i) Shares to the extent necessary for them to maintain their then-existing percentage of the total voting power; and (ii) shares of non-voting capital to the extent necessary to own 80% of any class of non-voting capital stock which may be outstanding. The purchase price of the Shares will be the market price of the

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common stock. The purchase price of non-voting capital stock will be the price at which third parties may purchase this stock. The stock option expires if General Instrument and its affiliates beneficially own less than 30% of the outstanding Shares.

        The Corporate and Intercompany Agreement also provides that, immediately upon the termination of the Voting Trust, the Company and its board of directors will take all actions necessary to appoint on the date of termination any number of additional directors nominated by General Instrument. As indicated in Item 4 above, upon the Merger, the Company's board appointed four individuals as Company directors at Motorola's request.

        Registration Rights Agreement dated November 15, 1999.    General Instrument, Spencer Trask Investors LLC ("Spencer Trask") and the Company entered into a registration rights agreement, dated as of November 15, 1999 (the "1999 Registration Rights Agreement"). Under the 1999 Registration Rights Agreement, the Company granted to these stockholders and their affiliates the right to request that the Company use its best efforts to register their Shares under federal and state securities laws so that they may sell or dispose of their Shares in accordance with these laws. So long as General Instrument and its affiliates own 30% of the Company's outstanding common stock, they will not be limited in the number of times they may make that request. After their ownership declines below that level, they will be able to cause the Company to effect up to four demand registration of their Shares. Under customary "piggy-back" registration rights, General Instrument and its affiliates will also be entitled to include their 64,103,724 Shares in all registrations of common stock that the Company makes, either for a sale by the Company or any of its stockholders, subject to customary exceptions. The Company will pay for all out-of-pocket expenses relating to these registrations and indemnify General Instrument and its affiliates against liabilities under securities laws. General Instrument and its affiliates may generally assign these registration rights to transferees of their 64,103,724 Shares.

        Motorola has entered into the following agreements with respect to its ownership of the Shares. The following summary of certain provisions of these agreements is qualified in its entirety by reference to these agreements themselves, which are filed as exhibits hereto and hereby incorporated by reference

        Credit Agreement, as amended.    On May 16, 2001, Motorola and the Company entered into a $60 million Credit Agreement. Under the terms of the Credit Agreement, the Company granted Motorola the May Warrants. The May Warrants expire on May 15, 2006 and are exercisable in varying increments as described above in Item 4. On October 22, 2002, pursuant to the October 22, 2002 Amendment to the Credit Agreement, Motorola agreed to extend the maturity date of the Credit Agreement from May 16, 2003 to May 16, 2006. Under the terms of the October 22, 2002 Amendment, the Company granted to Motorola Warrant No. 12 for 3,000,000 shares all with an exercise price of $0.76 per share. Warrant No. 12 is currently exercisable and expires on October 21, 2007.

        On December 11, 2001, pursuant to the December 11, 2001 Amendment to the Credit Agreement by Motorola and the Company, Motorola agreed to provide an additional $20 million of loans to the Company. Under the terms of the December 11, 2001 Amendment, the Company granted to Motorola a Convertible Promissory Note that was convertible, at the option of Motorola, into Shares or other securities of the Company upon the same terms as would be offered to other investors in the Company's next future equity financing in excess of $15 million. If no such Company financing occurred and either (i) the Company delivered a notice of prepayment of this $20 million tranche or (ii) this $20 million tranche would mature within thirty days, then Motorola, at its option, could convert the outstanding principal and interest under the Convertible Promissory Note into Shares at a rate of $4.29 per share, subject to customary anti-dilution protection provisions. This $20 million tranche could not be prepaid while there was outstanding any other loans under the Credit Agreement, as amended. The Convertible Promissory Note was cancelled in exchange for receipt of shares of Series A-1 Preferred pursuant to the terms of the June 2002 Securities Purchase Agreement, as described below.

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        As additional consideration for entering into the December 11, 2001 Amendment, the Company granted Motorola Warrant No. 11 to acquire 2,500,000 Shares, all with an exercise price of $4.29 per share. Warrant No. 11 is currently exercisable and expires on December 10, 2006.

        Security Agreement.    As security for the obligations under the Credit Agreement the Company entered into a Security Agreement dated as of May 16, 2001 with Motorola, pursuant to which the Company granted to Motorola a security interest in substantially all of the personal property assets of the Company, including certain patents and patent applications. If the Company defaults under its obligations under the Credit Agreement, Motorola is entitled to exercise remedies with respect to the pledged assets, including those available to a secured party under the Uniform Commercial Code.

        Guarantee and Environmental Indemnity Agreements.    On October 24, 2001, Motorola entered into: i) a Guarantee pursuant to which Motorola will guarantee the Company's $20 million mortgage loan obligation to a third party; and ii) an Environmental Indemnity Agreement in favor of the third party relating to real estate security. In exchange for Motorola entering into the Guarantee and Environmental Indemnity Agreements, the Company granted Motorola warrants for an additional 400,000 shares of the Company's common stock with an exercise price of $3.82 per share. Warrant No. 10 is currently exercisable and expires on October 23, 2006.

        Securities Purchase Agreement dated February 21, 2002.    On February 21, 2002, Motorola purchased 6,912,442 shares of the Series A Preferred at a per share purchase price of $4.34, for a total purchase price of approximately $30 million. Pursuant to the February 2002 Securities Purchase Agreement, each share of Series A Preferred is convertible into two shares of the Company's common stock; is entitled to cumulative dividends at an annual rate of 7.5%, payable in cash or additional shares of Series A Preferred; and is entitled to a liquidation preference of $10.85 in the event of insolvency or dissolution of the company, in the event of certain change in control, merger or consolidation events and in the event of sales or transfers of a material portion of Company's assets outside the ordinary course of business. Each holder of Series A Preferred may vote its shares on an as-converted basis. In addition, certain material actions require the consent of a majority of the holders of the Series A Preferred. Finally, a majority of the holders of the Series A Preferred were able to call for redemption of the Series A Preferred on or after February 19, 2007 at a per share redemption price of $5.21. On December 18, 2002 the Company amended the terms of the outstanding Series A Preferred as discussed below. As a result of the amendment the majority holders of the Series A Preferred may no longer call for redemption of the Series A Preferred and the events under which a Series A Preferred holder is entitled to a liquidation preference have been amended. As additional consideration for Motorola entering into the February 2002 Securities Purchase Agreement discussed above, the Company granted Motorola Warrant No. Series A 001 for 3,456,221 Shares with an exercise price of $2.17 per share. Warrant No. Series A 001 is currently exercisable and expires on February 19, 2007. As additional consideration for Motorola entering into the February 2002 Securities Purchase Agreement discussed above the Company granted Motorola Warrant No. Series A 002 for 3,456,221 Shares with an exercise price of $2.60 per share. Warrant No. Series A 002 is currently exercisable and expires on February 19, 2007.

        Registration Rights Agreement dated May 16, 2001 as amended.    Motorola and the Company entered into a Registration Rights Agreement dated as of May 16, 2001 ("2001 Registration Rights Agreement") pursuant to which the Company granted Motorola both demand registration rights (for up to four registrations) and piggyback registration rights related to Shares obtained in connection with the May Warrants. The Company further agreed to use its best efforts to ensure that the conditions to the availability of Rule 144 set forth in paragraph (c) thereof shall be satisfied, and to use its reasonable efforts to cause all conditions to the availability of Form S-3 to be met as soon as practicable after the date of the 2001 Registration Rights Agreement. In connection with the Guarantee, Environmental Indemnity Agreements and Warrant No. 10 discussed above, the 2001

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Registration Rights Agreement was amended to provide that such agreement would cover any Shares issued pursuant to the Warrant No. 10. In connection with the December 11, 2001 Credit Agreement Amendment, Convertible Promissory Note and Warrant No. 11 discussed above, the 2001 Registration Rights Agreement was again amended to provide that any Shares issued pursuant to Warrant No. 11 or pursuant to the Convertible Promissory Note would be covered by such agreement. At the same time, the 2001 Registration Rights Agreement was also amended to increase the number of demand registration rights from four to five. In connection with the October 22, 2002 Credit Agreement Amendment and Warrant No. 12 discussed above, the 2001 Registration Rights Agreement was again amended to provide that any Shares issued pursuant to Warrant No. 12 would be covered by such agreement.

        Registration Rights Agreement dated February 20, 2002.    In connection with the February 2002 Securities Purchase Agreement, Warrant No. Series A 001 and Warrant No. Series A 002 discussed above, the Company also entered into a Registration Rights Agreement ("February 2002 Registration Rights Agreement") pursuant to which the Company granted Motorola both demand registration rights (for up to four registrations) and piggyback registration rights related to Shares obtained in connection with the Series A Preferred stock or Warrants No. Series A 001 and A 002. The Company further agreed to use its best efforts to ensure that the conditions to the availability of Rule 144 set forth in paragraph (c) thereof shall be satisfied, and to use its reasonable efforts to cause all conditions to the availability of Form S-3 to be met as soon as practicable after the date of the February 2002 Registration Rights Agreement. The February 2002 Registration Rights Agreement was amended as of April 22, 2002 to make it clear that the warrants issued as consideration for the Letter of Certification to NASD, as described below, were entitled to the benefits of the February 2002 Registration Rights Agreement.

        Commitment Letter.    Pursuant to the Commitment Letter dated March 29, 2002 between Motorola and the Company, Motorola agreed to provide the Financing Facility to the Company. The Commitment Letter provided that Motorola had the option at the time of any drawdown thereunder by the Company of the Financing Facility to either treat such drawdown as (a) an increase in the aggregate principle amount of convertible secured debt owed by the Company to Motorola under the Credit Agreement as represented by the Convertible Promissory Note, or (b) as an additional preferred stock investment with terms (other than price) substantially identical to those contained in the Securities Purchase Agreement. In either instance, the Company would grant Motorola warrant coverage consistent in amount with that given in connection with either the Convertible Promissory Note or the Securities Purchase Agreement. The pricing of any preferred stock investment or of any of the March 2002 Warrants would be the lower of the average of the closing prices of the Company's Shares for either (a) the five days prior to March 29, 2002, or (ii) five days prior to the particular drawdown by the Company. The Company drew down (i) $13 million and (ii) $10 million, respectively, under the Financing Facility for shares of the Series A-1 Preferred pursuant to the terms of the June 2002 and September 2002 Securities Purchase Agreements, respectively, as described below. The Company drew down the remaining $12 million under the Financing Facility on December 18, 2002 for shares of Series A-2 Convertible Preferred Stock of the Company pursuant to the terms of a Securities Purchase Agreement between the Company and Motorola dated December 18, 2002 as described below. The Convertible Promissory Note was cancelled on June 25, 2002 as discussed below and therefore after June 25, 2002 Motorola no longer had the option to treat a drawdown under the Financing Facility as described in (a) above.

        Letter of Certification.    Pursuant to the Letter of Certification, Motorola agreed that, within ten days of the execution of such letter, Motorola would execute and deliver to the Company a waiver pursuant to which it would, in its capacity as holder of the Company's Series A Preferred, agree through November 1, 2002: (i) to waive its right of redemption under Section B(2) of the Certificate of Designation of the Company's Series A Preferred in the event of a change of control or sale of a

17

material portion of the Company's assets and (ii) not to transfer the Series A Preferred unless the transferee agrees in writing to be bound by the foregoing waiver. Pursuant to the terms of the September 2002 Securities Purchase Agreement, as described below, this waiver has been extended to April 1, 2003. Pursuant to the terms of the December 2002 Securities Purchase Agreement as described below, the amendment of the terms of the Series A Preferred on December 18, 2002, as also described below, supercedes this waiver. As a result this waiver is no longer in effect.

        In addition, Motorola agreed in the Letter of Certification that it would undertake that to the extent necessary for the Company to achieve compliance with all current Nasdaq National Market listing requirements (including, when applicable, the stockholders' equity requirement) by June 30, 2002 and for the remainder of fiscal year 2002, it would: (a) modify all or a portion of its Financing Facility by amending the terms of the Financing Facility such that any drawdowns by the Company under the Financing Facility will be in exchange for the issuance of Series A Preferred subject to the waiver of the change of control redemption right described above; (b) if the modification to the Financing Facility contemplated by clause (a) is not sufficient for the Company to maintain compliance with the listing requirements, convert up to $6 million of the Company's existing indebtedness to Motorola to equity such that the converted indebtedness will be classified as equity on the Company's balance sheet on a going forward basis; and (c) if necessary to comply with the Nasdaq National Market's stockholders' equity requirement once it becomes mandatory in the fourth quarter of 2002, further amend the terms of the Series A Preferred such that it would be classified as equity on the Company's balance sheet on a going forward basis for purposes of the stockholders' equity listing requirement. The Letter of Certification also provided that the foregoing shall not limit the ability of Motorola and the Company to cause the Company to achieve and maintain compliance with all Nasdaq National Market listing requirements pursuant to reverse stock splits or other restructuring of Series A Preferred or indebtedness of the Company to Motorola in a manner so that such preferred stock or indebtedness would be classified as equity on the Company's balance sheet. Motorola has taken the necessary actions as agreed to in the Letter of Certification.

        As consideration for the Letter of Certification to NASD, the Company issued to Motorola the following warrants, exercisable five years from the date of the NASD letter all with an exercise price of $2.00 per share and expiring on April 22, 2012: (i) 100,000 warrants for the Letter of Certification and the overall contingent re-structuring; and (ii) 300,000 warrants for the waiver of the redemption in the event of a change of control relating to the $30 million Series A, collectively (the "A 003 Warrant").

        Securities Purchase Agreement dated June 25, 2002.    On June 25, 2002, Motorola and the Company entered into the June 2002 Securities Purchase Agreement whereby Motorola purchased 277,311 shares of the June 2002 Series A-1 Preferred at a per share purchase price of $119.00, for a total purchase price of approximately $33 million. The total purchase price consisted of (i) the cancellation of the $20 million under the Convertible Promissory Note issued by the Company to Motorola in exchange for shares of June 2002 Series A-1 Preferred and (ii) cash in the amount of $13 million representing a drawdown on the Financing Facility. Each share of June 2002 Series A-1 Preferred is initially convertible into 100 shares of the Company's common stock-and is entitled to cumulative dividends at an annual rate of 7.5%, payable in cash or additional shares of June 2002 Series A-1 Preferred. Holders of Series A-1 Preferred may vote their shares together with holders of Common Stock on an as-converted to common stock basis, and certain material actions require the consent of holders of a majority of the Series A-1 Preferred. In addition each share of June 2002 Series A-1 Preferred is entitled to a liquidation preference of $297.50 per share in the event of insolvency or dissolution of the Company, in the event of certain change in control, merger or consolidation events and in the event of sales or transfers of a material portion of Company's assets outside the ordinary course of business. Motorola had waived its right to receive the liquidation preference in the event of a change of control or sale of a material portion of the Company's assets if such event occurred prior to April 1, 2003. Pursuant to the December 2002 Securities Purchase Agreement as described below, the amendment of

18

the terms of the Series A-1 Preferred on December 18, 2002, as also described below, supercedes this waiver. As a result this waiver is no longer in effect. Lastly, holders of a majority of the Series A-1 Preferred were able to require the Company to redeem the Series A-1 Preferred on or after June 25, 2007. The per share redemption price of the June 2002 Series A-1 Preferred was $142.80. On December 18, 2002 the Company amended the terms of the outstanding Series A-1 Preferred as discussed below. As a result of the amendment the majority holders of the Series A-1 Preferred may no longer call for redemption of the Series A-1 Preferred and the events under which a Series A-1 holder is entitled to a liquidation preference have been amended. On June 25, 2002 in connection with the issuance of the June 2002 Series A-1 Preferred, the Company granted Motorola: (i) a warrant to purchase 6,008,403 shares of the Company's common stock which is currently exercisable with an exercise price of $1.19 per share and expiring on June 24, 2007 and (ii) a warrant to purchase 330,000 shares of the Company's common stock which is exercisable after June 25, 2007 with an exercise price of $2.00 per share expiring on June 24, 2012.

        Registration Rights Agreement dated June 25, 2002 as amended.    In connection with the Securities Purchase Agreement dated June 25, 2002, Warrant No. A-1 001 and Warrant No. A-1 002 discussed above, the Company also entered into a Registration Rights Agreement (the "June 2002 Registration Rights Agreement") pursuant to which the Company granted Motorola both demand registration rights (for up to four registrations) and piggyback registration rights related to Shares obtained in connection with the Series A-1 Preferred stock or Warrants Nos. A 001 and A 002. The Company further agreed to use its best efforts to ensure that the conditions to the availability of Rule 144 set forth in paragraph (c) thereof shall be satisfied, and to use its reasonable efforts to cause all conditions to the availability of Form S-3 to be met as soon as practicable after the date of the June 2002 Registration Rights Agreement. In connection with the September 2002 Securities Purchase Agreement, the June 2002 Registration Rights Agreement was amended to provide that any Shares issued pursuant to September 2002 Securities Purchase Agreement or pursuant to Warrant No. A-1 003 and Warrant No. A-1 004 would be covered by such agreement. In connection with the December 2002 Securities Purchase Agreement, the June 2002 Registration Rights Agreement was amended to provide that any Shares issued pursuant to December 2002 Securities Purchase Agreement or pursuant to Warrant No. A-2 001 and Warrant No. A-2 002 would be covered by such agreement.

        Securities Purchase Agreement dated September 26, 2002.    On September 26, 2002, Motorola and the Company entered into the September 2002 Securities Purchase Agreement whereby Motorola purchased 236,559 shares of the September 2002 Series A-1 Preferred at a per share purchase price of $93.00, for a total purchase price of approximately $22 million. The total purchase price consisted of (i) the cancellation of $12 million under the Credit Agreement, dated as of May 16, 2001 between the Company and Motorola, as amended, and (ii) cash in the amount of $10 million representing a drawdown on the Financing Facility. Each share of September 2002 Series A-1 Preferred is initially convertible into 100 shares of the Company's common stock and is entitled to cumulative dividends at an annual rate of 7.5%, payable in cash or additional shares of September 2002 Series A-1 Preferred. Holders of Series A-1 Preferred may vote their shares together with holders of Common Stock on an as-converted to common stock basis, and certain material actions require the consent of holders of a majority of Series A-1 Preferred. Each share of the September 2002 Series A-1 is entitled to a liquidation preference of $232.50 per share in the event of insolvency or dissolution of the Company, in the event of certain change in control, merger or consolidation events and in the event of sales or transfers of a material portion of the Company's assets outside the ordinary course of business. Motorola had waived its right to receive the liquidation preference in the event of a change of control or sale of a material portion of the Company's assets if such event occurred prior to April 1, 2003. Pursuant to the terms of a Securities Purchase Agreement between the Company and Motorola dated December 18, 2002 as described below, the amendment of the terms of the Series A-1 Preferred on December 18, 2002, as described below, supercedes this waiver. As a result this waiver is no longer in effect. Lastly, holders of a majority of Series A-1 Preferred were able to require the Company to

19

redeem the Series A-1 Preferred on or after June 25, 2007. The per share redemption price of the September 2002 Series A-1 Preferred was $111.60. On December 18, 2002 the Company amended the terms of the outstanding Series A-1 Preferred as discussed below. As a result of the amendment the majority holders of the Series A-1 Preferred may no longer call for redemption of the Series A-1 Preferred and the events under which a Series A-1 holder is entitled to a liquidation preference have been amended. On September 26, 2002 in connection with the issuance of the September 2002 Series A-1 Preferred, the Company granted Motorola (i) a warrant to purchase 220,000 shares of the Company's common stock which is exercisable after September 26, 2007 with an exercise price of $2.00 per share and (ii) a warrant to purchase 5,913,978 shares of the Company's common stock which is currently exercisable with an exercise price of $0.93 per share. The warrants expire on September 25, 2012 and September 25, 2007, respectively.

        On December 18, 2002, Motorola and the Company entered into the December 2002 Securities Purchase Agreement whereby Motorola purchased shares of the Series A-2 Preferred Stock. Pursuant to the terms of the December 2002 Securities Purchase Agreement, Motorola purchased 26,506 shares of the December 2002 Series A-2 Preferred at a per share purchase price of $830.00, for a total purchase price of approximately $22 million. The total purchase price consisted of (i) the cancellation of $10 million under the Credit Agreement, dated as of May 16, 2001 between the Company and Motorola, as amended, and (ii) cash in the amount of $12 million representing a drawdown on the Financing Facility. Each share of December 2002 Series A-2 Preferred is initially convertible into 1000 shares of the Company's common stock; is entitled to cumulative dividends at an annual rate of 7.5%, payable in cash or additional shares of December 2002 Series A-2 Preferred; and is entitled to a liquidation preference of $2,075 per share in the event of insolvency or dissolution of the Company, in the event of certain change in control, merger or consolidation events and in the event of sales or transfers of a material portion of the Company's assets outside the ordinary course of business. Holders of Series A-2 Preferred may vote their shares together with holders of Common Stock and Series A-1 Preferred on an as-converted to common stock basis, and certain material actions require the consent of holders of a majority of Series A-1 and A-2 Preferred. In connection with the issuance of the December 2002 Series A-2 Preferred, the Company granted Motorola (i) a warrant to purchase 220,000 shares of the Company's common stock which is exercisable after December 18, 2007 with an exercise price of $2.00 per share ("Warrant No. A-2 001") and (ii) a warrant to purchase 7,951,807 shares of the Company's common stock which is currently exercisable with an exercise price of $0.83 per share ("Warrant No. A-2 002"). The warrants expire on December 17, 2012 and December 17, 2007, respectively.

        Also on December 18, 2002 the Company amended the terms of its outstanding Series A Preferred and Series A-1 Preferred to: i) remove the provision allowing for redemption at the option of the holder after February 19, 2007 in the case of the Series A Preferred and after June 25, 2007 in the case of the Series A-1 Preferred; and ii) amend the events under which a holder of the Series A Preferred or Series A-1 Preferred is entitled to a liquidation preference. As amended, the Series A Preferred and Series A-1 Preferred contain substantially identical terms as the Series A-2 Preferred.

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Item 7. Material to be Filed as Exhibits.

        Item 7 is amended and restated to read as follows:

1.

Form of Agreement and Plan of Merger, by and among Motorola, Lucerne and General Instrument (incorporated by reference to Appendix A to Motorola's registration statement ("Motorola's Registration Statement") on Form S-4, File No. 333-88735, filed with the Commission on November 30, 1999).



2.

Form of Registration Rights Agreement, by and among General Instrument, the Company and Spencer Trask (incorporated by reference to Exhibit 4.2 to Amendment Number 6 ("Amendment No. 6") to the Company's registration statement on Form S-1, File No. 333-85999 (the "Registration Statement"), filed with the Commission on November 9, 1999).



3.

Form of Voting Trust Agreement, by and among General Instrument, the Company and ChaseMellon Shareholder Services, LLC, as trustee (incorporated by reference to Exhibit 9.1 to Amendment No. 6).



4.

Form of Corporate and Intercompany Agreement, between General Instrument and the Company (incorporated by reference to Exhibit 10.2 to Amendment No. 6).



5.

Credit Agreement, dated as of May 16, 2001, between the Company and Motorola (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K filed on May 29, 2001).



6.

Security Agreement, dated as of May 16, 2001, between the Company and Motorola (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K filed on May 29, 2001).



7.

Form of May Warrants, between the Company and Motorola (incorporated by reference to Exhibit 99.3 of the Company's Current Report on Form 8-K filed on May 29, 2001).



8.

**Registration Rights Agreement, dated as of May 16, 2001, between the Company and Motorola. (Previously filed with Motorola's Amendment No. 1 to the Initial Statement filed on June 15, 2001)



9.

**Guarantee, dated as of October 24, 2001, between Motorola and Northwestern Mutual Life Insurance Company.



10.

**Environmental Indemnity Agreement, dated as of October 24, 2001, between Motorola and Northwestern Mutual Life Insurance Company.



11.

**Form of Warrant No. 10 between the Company and Motorola.



12.

**December 11, 2001 Amendment to Credit Agreement, dated May 16, 2001, between the Company and Motorola.



13.

**Convertible Promissory Note, dated as of December 11, 2001, between the Company and Motorola.



14.

**Form of Warrant No. 11 between the Company and Motorola.



15.

**Securities Purchase Agreement, dated as of February 20, 2002, between the Company and Motorola.



16.

**Form of Warrant No. Series A 001 between the Company and Motorola.



17.

**Form of Warrant No. Series A 002 between the Company and Motorola.

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18.

Registration Rights Agreement Amendment No. 1 dated October 24, 2001, to Registration Rights Agreement dated May 16, 2001, between the Company and Motorola (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q filed on November 14, 2001).



19.

**Registration Rights Agreement Amendment No. 2 dated December 11, 2001, to Registration Rights Agreement dated May 16, 2001, between the Company and Motorola.



20.

**Registration Rights Agreement dated February 20, 2002, between the Company and Motorola.



21.

**Commitment Letter dated March 29, 2002 between Motorola and the Company.



22.

**Form of Warrant No. Series A 003 between the Company and Motorola.



23.

**May 30, 2002 Amendment to Credit Agreement dated May 16, 2001, between the Company and Motorola.



24.

Securities Purchase Agreement, dated June 25, 2002, between the Company and Motorola (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K filed on June 27, 2002).



25.

Registration Rights Agreement dated June 25, 2002, between the Company and Motorola (incorporated by reference to Exhibit 99.3 of the Company's Current Report on Form 8-K filed on June 27, 2002).



26.

Form of Warrant No. Series A-1 between the Company and Motorola (incorporated by reference to Exhibit 99.4 of the Company's Current Report on Form 8-K filed on June 27, 2002).



27.

Securities Purchase Agreement, dated September 26, 2002, between the Company and Motorola (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K filed on October 1, 2002).



28.

September 26, 2002 Amendment to Registration Rights Agreement dated June 25, 2002, between the Company and Motorola (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K filed on October 1, 2002).



29.

Form of Warrant No. A-1 003 between the Company and Motorola (incorporated by reference to Exhibit 99.3 of the Company's Current Report on Form 8-K filed on October 1, 2002).



30.

Form of Warrant No. A-1 004 between the Company and Motorola (incorporated by reference to Exhibit 99.4 of the Company's Current Report on Form 8-K filed on October 1, 2002).



31.

Certificate of Designation, dated as of June 25, 2002 (incorporated by reference to Exhibit 99.of the Company's Current Report on Form 8-K filed on June 27, 2002).



32.

Certificate of Increase of Shares Designated as Series A-1 Convertible Preferred Stock, dated as of September 26, 2002 (incorporated by reference to Exhibit 99.5 of the Company's Current Report on Form 8-K filed on October 1, 2002).



33.

October 22, 2002 Amendment to Credit Agreement dated May 16, 2001 between the Company and Motorola.



34.

Form of Warrant No. 12 between the Company and Motorola.



35.

October 22, 2002 Amendment to Registration Rights Agreement dated May 16, 2001, between the Company and Motorola.

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36.

Securities Purchase Agreement dated December 18, 2002, between the Company and Motorola (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K filed on December 20, 2002).



37.

Form of Warrant No. A-2 001 between the Company and Motorola (incorporated by reference to Exhibit 99.3 of the Company's Current Report on Form 8-K filed on December 20, 2002).



38.

Form of Warrant No. A-2 002 between the Company and Motorola (incorporated by reference to Exhibit 99.4 of the Company's Current Report on Form 8-K filed on December 20, 2002).



39.

Amended Certificate of Designation of Shares Designated as Series A Convertible Preferred Stock (incorporated by reference to Exhibit 99.5 of the Company's Current Report on Form 8-K filed on December 20, 2002).



40.

Amended Certificate of Designation of Shares Designated as Series A-1 Convertible Preferred Stock (incorporated by reference to Exhibit 99.6 of the Company's Current Report on Form 8-K filed on December 20, 2002).



41.

Registration Rights Agreement Amendment No. 2 dated December 18, 2002, to Registration Rights Agreement dated June 25, 2002, as amended, between the Company and Motorola (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K filed on December 20, 2002).



42.

Certificate of Designation of Shares Designated as Series A-2 Convertible Preferred Stock (incorporated by reference to Exhibit 99.7 of the Company's Current Report on Form 8-K filed on December 20, 2002).

        **Previously filed

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SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 20, 2002

MOTOROLA, INC.

By:	/s/  CAROL H. FORSYTE
Name:	Carol H. Forsyte
Title:	Vice President, Corporate and Securities

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APPENDIX I

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MOTOROLA

        The following table sets forth the name, business address, and principal occupation or employment at the present time for each director and executive officer of Motorola. Unless otherwise noted, each such person is a citizen of the United States. In addition, unless otherwise noted, each such person's business address is 1303 East Algonquin Road, Schaumburg, Illinois 60196.

DIRECTORS OF MOTOROLA

Christopher B. Galvin.... Chairman of the Board and Chief Executive Officer, Motorola, Inc.

Mike S. Zafirovski.... President and Chief Operating Officer, Motorola, Inc.

Francesco Caio.... Chief Executive Officer, Netscalibur. His Business address is:Via Caldera 21, 20153 Milano, Italy. Mr. Caio is a citizen of Italy.

H. Laurance Fuller.... Retired; formerly Co-Chairman of the Board of Directors, BP Amoco, p.l.c. His business address is: Primary Business Center, 1111 E. Warrenville Road, Suite 257, Naperville IL 60563.

Anne P. Jones.... Consultant. Her business address is: 5716 Bent Branch Road, Bethesda, MD 20816.

Judy C. Lewent.... Executive Vice President and Chief Financial Officer, Merck & Co., Inc. Her business address is: Merck & Co., Inc., One Merck Drive, Whitehouse Station, NJ 08889.

Dr. Walter E. Massey.... President of Morehouse College. His business address is: Morehouse College, 830 Westview Drive, SW, Atlanta, GA 30314.

Indra K. Nooyi.... President and Chief Financial Officer, PepsiCo, Inc. Her business address is: 700 Anderson Hill Road, Purchase NY 10577.

Nicholas Negroponte.... Chairman of the Massachusetts Institute of Technology Media Laboratory. His business address is: Massachusetts Institute of Technology Media Lab, 20 Ames St. E15-210, Cambridge, MA 02139.

John E. Pepper, Jr....Chairman of the Board of Directors, Procter & Gamble Co. His business address is: Procter & Gamble Co., One Procter & Gamble Plaza, Cincinnati, OH 45202.

Samuel C. Scott III.... Chairman and Chief Executive Officer, Corn Products International. His business address is: CPC International, Inc., 6500 Archer Road, Summit-Argo, IL 60501.

Douglas A. Warner III.... Retired; formerly Chairman of the Board J.P. Morgan Chase & Co. His business address is: J.P. Morgan Chase & Co., 345 Park Avenue, 11^th Floor, New York, NY 10154.

B. Kenneth West.... Senior Consultant for Corporate Governance to Teachers Insurance and Annuity Association-College Retirement Equities Fund. His business address is: Retired Chairman of the Board, Harris Bankcorp, Inc., 32196 North River Road, Libertyville, IL 60048-4247.

Dr. John A. White.... Chancellor, University of Arkansas. His business address is: University of Arkansas, 425 Administration Building, Fayetteville, AR 72701.

EXECUTIVE OFFICERS OF MOTOROLA, INC.
(WHO ARE NOT ALSO DIRECTORS OF MOTOROLA)

Robert L. Barnett.... Executive Vice President and President, Commercial, Government and Industrial Solutions Sector.

Dennis J. Carey.... Executive Vice President and President and Chief Executive Officer, Integrated Electronics Systems Sector.

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Eugene A. Delaney.... Executive Vice President and President, Global Relations and Resources.

David W. Devonshire.... Executive Vice President and Chief Financial Officer.

Glenn A. Gienko.... Executive Vice President and Motorola Director of Human Resources.

A. Peter Lawson.... Executive Vice President, General Counsel and Secretary.

Thomas J. Lynch.... Executive Vice President and President, Personal Communications Sector.

Daniel M. Moloney.... Executive Vice President and President, Broadband Communications Sector.

Adrian R. Nemcek.... Executive Vice President and President, Global Telecom Solutions Sector.

Dennis A. Roberson.... Executive Vice President and Chief Technology Officer.

Fred (Theodore) A. Shlapak.... Executive Vice President and President, Semiconductor Products Sector.

Leif G. Soderberg.... Senior Vice President and Director, Global Strategy and Corporate Development

26

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STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.

Item 7. Material to be Filed as Exhibits.

SIGNATURE
APPENDIX I
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MOTOROLA
DIRECTORS OF MOTOROLA
EXECUTIVE OFFICERS OF MOTOROLA, INC. (WHO ARE NOT ALSO DIRECTORS OF MOTOROLA)

EX-99.33

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Exhibit 33

AMENDMENT NO. 7

        AMENDMENT NO. 7 dated as of October 22, 2002 in respect of the Credit Agreement (Multi-Draw Term Loan Facility) dated as of May 16, 2001 and amended by Amendment No. 1 dated as of July 25, 2001, Amendment No. 2 dated as of September 28, 2001, Amendment No. 3 dated as of October 15, 2001, Amendment No. 4 dated as of December 11, 2001, Amendment No. 5 dated as of March 22, 2002, and Amendment No. 6 dated as of May 30, 2002 (the "Credit Agreement") between NEXT LEVEL COMMUNICATIONS, INC., a Delaware corporation (the "Borrower") and MOTOROLA, INC., a Delaware corporation (the "Lender").

        The Borrower has requested that the Lender consent to an amendment to the definition of Maturity Date in the Credit Agreement (pursuant to which there are currently outstanding Loans with a principal balance of $50,953,626 and no unused Commitment), and the Lender has agreed to such an amendment. Accordingly, the parties hereto hereby agree as follows:

        Section 1.    Definitions.    Terms defined in the Credit Agreement are used herein as defined therein.

        Section 2.    Amendment.    The definition of "Maturity Date" in Section 1.01 is hereby amended and restated in its entirety to read as follows:

"Maturity Date" shall mean May 16, 2006, provided that, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

        Section 3.    Warrant.    In consideration of the Lender entering into this Amendment No. 7, the Borrower is hereby granting the Lender a Warrant for 3,000,000 shares of common stock of the Borrower.

        Section 4.    Representation and Warranties; No Defaults.    The Borrower hereby represents and warrants to the Lender that (i) except as publicly disclosed and except with respect to changes in the disclosure schedules that are not individually or in the aggregate material, the representations and warranties made by it in or pursuant to the Loan Documents, after giving effect to the amendment effected hereby, are true and correct on and as of the date hereof as if made on and as of such date (or, if any such representation is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default, after giving effect to the amendment effected hereby, has occurred and is continuing.

        Section 5.    Miscellaneous.    Except as expressly herein provided, the Loan Documents shall remain unchanged and in full force and effect. This Amendment No. 7 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 7 by signing any such counterpart. This Amendment No. 7 shall be governed by, and construed in accordance with, the law of the State of New York.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 7 to be duly executed as of the day and year first above written.

NEXT LEVEL COMMUNICATIONS, INC.
By:	Name: Title:
MOTOROLA, INC.
By:	Name: Title:

1

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Exhibit 33

EX-99.34

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Exhibit 34

Warrant No. 012

NEXT LEVEL COMMUNICATIONS, INC.

COMMON STOCK PURCHASE WARRANT

        For good and valuable consideration, NEXT LEVEL COMMUNICATIONS, INC., a Delaware corporation (the "Company"), hereby grants to MOTOROLA, INC., a Delaware Corporation (the "Warrantholder"), the right to subscribe for and purchase from the Company Three Million (3,000,000) validly issued, fully paid and nonassessable shares (the "Warrant Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), at the purchase price per share (the per share "Exercise Price") identified below, at any time prior to 5:00 p.m., New York City time on the expiration date identified below (the "Expiration Date"), all subject to the terms, conditions and adjustments herein set forth.

        1.    Exercise of Warrant

                1.1.    Exercise.    Subject to the terms and conditions set forth herein, this Warrant may be exercised, in whole or in part and at any time or from time to time, during normal business hours on any Business Day (as hereinafter defined) on or prior to the Expiration Date by the Warrantholder by:

                        (a)  the surrender of this Warrant to the Company, with a duly executed Exercise Form (in the form attached hereto as Exhibit A) specifying the number of Warrant Shares to be purchased; and

                        (b)  tender to the Company (and delivery for the account of the Company upon receipt from the Company of appropriate wiring instructions) of the aggregate Exercise Price for the number of Warrant Shares specified in the Exercise Form in immediately available funds in lawful money of the United States of America.

As used herein, "Business Day" means any day other than a Saturday, Sunday or a day on which national banks are authorized by law to close in the State of New York or California.

                1.2.    Warrant Shares Certificate.    A stock certificate or certificates for the Warrant Shares for which this Warrant is exercised shall be delivered to the Warrantholder promptly after any exercise under Section 1.1 hereof. If this Warrant shall have been exercised only in part, the Company shall, immediately after receipt of this Warrant, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.

                1.3.    Payment of Taxes.    The issuance of certificates for Warrant Shares shall be made without charge to the Warrantholder for any stock transfer or other issuance tax in respect thereto; provided, however, that the Warrantholder shall be required to pay any and all taxes that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Warrantholder as reflected upon the books of the Company.

                1.4.    Exercise Price.    Subject to adjustment as provided in Section 6.1 or 6.2 hereof, the per share "Exercise Price" is Seventy Six Cents ($0.76).

                1.5.    Expiration Date.    The expiration date of this Warrant shall be, and the term "Expiration Date" means, October 21, 2007.

        2.    Transfers and Exchanges

                2.1.    Restrictions on Transfer of Warrants or Shares

                        (a)  Neither this Warrant not any warrant issued in substitution for all or any part of this Warrant may be sold, transferred, or otherwise disposed of for value, in whole or in part, except to a successor to all or a substantial part of the business of Warrantholder. Subject to the foregoing provisions, this Warrant may be exchanged at the option of the Warrantholder, when surrendered to

the Company at its office, for another Warrant or other Warrants of the like tenor and representing in the aggregate a like number of Warrant Shares.

                        (b)  The Warrant Shares shall not be transferable until the thirty-sixth (36th) day after the Warrant exercise pursuant to which such respective Warrant Shares shall have been issued.

        2.2.    Restrictive Legends

                        (a)  Each warrant issued in substitution for all or part of this Warrant shall be stamped or otherwise imprinted with a legend appropriately referring to the foregoing restriction on transfer of the Warrants.

                        (b)  Except as otherwise permitted by this Section 2.2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS THAT, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

                        (c)  Notwithstanding the foregoing, the Warrantholder may require the Company to issue a stock certificate for Warrant Shares without such legend if such Warrant Shares have been registered for resale under the Securities Act of 1933 or the removal of such legend is otherwise appropriate under that Act and the rules and regulations thereunder.

        3.    Reservation and Registration of Shares, Etc.    The Company covenants and agrees as follows:

                3.1.  All Warrant Shares that are issued upon the exercise of this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free from all taxes, liens, security interests, charges, and other encumbrances imposed by or through the Company with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue.

                3.2.  During the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant and all other outstanding warrants.

        4.    Loss or Destruction of Warrant.    Subject to the terms and conditions hereof, upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of such bond or indemnification as the Company may reasonably require, and, in the case of such mutilation, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor.

        5.    Ownership of Warrant.    The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of transfer.

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        6.    Certain Adjustments

                6.1.    Adjustments to Number of Warrant Shares.    The number of Warrant Shares purchasable upon the exercise of this Warrant and the per share Exercise Price shall be subject to adjustment after the date hereof as follows:

                        (a)    Stock Dividends.    If at any time after the date of this Warrant (set forth on the signature page hereof) (i) the Company shall declare or pay a stock dividend payable in shares of Common Stock or (ii) the number of shares of Common Stock shall have been increased by a subdivision or split-up of shares of Common Stock, then, on the date of the declaration or payment of such dividend or immediately after the effective date of subdivision or split-up, as the case may be, the number of shares to be delivered upon exercise of this Warrant will be increased so that the Warrantholder will be entitled to receive the number of shares of Common Stock that such Warrantholder would have owned immediately following such action had this Warrant been exercised immediately prior thereto, and the per share Exercise Price will be adjusted as provided below in paragraph 6.2.

                        (b)    Combination of Stock.    If at any time after the date of this Warrant the number of shares of Common Stock outstanding shall have been decreased by a combination of the outstanding shares of Common Stock (including a reverse stock-split), then, immediately after the effective date of such combination, the number of shares of Common Stock to be delivered upon exercise of this Warrant will be decreased so that the Warrantholder thereafter will be entitled to receive the number of shares of Common Stock that such Warrantholder would have owned immediately following such action had this Warrant been exercised immediately prior thereto, and the per share Exercise Price will be adjusted as provided below in paragraph 6.2.

                        (c)    Reorganization, etc.    If at any time after the date of this Warrant any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities and/or assets (whether such stock, other securities and/or assets are issued or distributed by the Company or another person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or assets receivable upon such reorganization, reclassification, consolidation or merger by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, reclassification of the Common Stock, or consolidation or merger of the Company with or into any other person, unless prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such reorganization, reclassification consolidation or merger shall assume by written instrument executed and delivered to Warrantholder, the obligation to deliver to Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, Warrantholder may be entitled to receive. In the event of such an adjustment, the per share Exercise Price shall be adjusted, if necessary, so that the aggregate Exercise Price for exercise of this Warrant in full will be unchanged.

                        (d)    Stock and Rights Offering at Less than Fair Market Value

                                (i)    If at any time after the date of this Warrant the Company shall issue to the holders of its Common Stock, or sell or fix a record date for the issuance or sale to the holders of its Common Stock, or grant to the holders of its Common Stock rights to purchase, additional shares of its

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Common Stock without consideration or at a price per share that is less than Fair Market Value per share of Common Stock (as defined in Section 7.1 hereof) on the date of such issuance or such record date then, immediately after the date of such issuance or sale or on such record date, the number of shares of Common Stock to be delivered upon exercise of this Warrant shall be increased so that the Warrantholder thereafter will be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares of Common Stock such Warrantholder would have been entitled to receive immediately before the date of such issuance or sale or such record date by a fraction, the denominator of which will be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such Fair Market Value, and the numerator of which will be the number of shares of Common Stock outstanding on such date plus the number of additional shares of Common Stock offered for subscription or purchase, and the per share Exercise Price shall be adjusted as provided below in paragraph 6.2.

                                (ii)  If at any time after the date of this Warrant the Company shall distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (any of the foregoing being hereinafter in this paragraph (d)(ii) called the "Securities"), other than pursuant to a reorganization, reclassification, consolidation or merger described in paragraph (c), then in each such case, unless the Company elects to reserve shares or other units of such Securities for distribution to the Warrantholder upon exercise of the Warrants of such Warrantholder so that, in addition to the shares of the Common Stock to which such Warrantholder is entitled, such Warrantholder will receive upon such exercise the amount and kind of such Securities that such Warrantholder would have received if the Warrantholder had, immediately prior to the record date for the distribution of the Securities, exercised the Warrant, then the number of shares of Common Stock to be delivered to such Warrantholder upon exercise of this Warrant shall be increased so that the Warrantholder thereafter shall be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares such Warrantholder would have been entitled to receive immediately before such record date, had the Warrantholder exercised the Warrant immediately prior thereto by a fraction, the denominator of which shall be the Fair Market Value per share of Common Stock on such record date minus the then fair market value (as reasonably determined by the Board of Directors of the Company), of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock and the numerator of which shall be the Fair Market Value per share of the Common Stock, and the per share Exercise Price shall be adjusted as provided below in paragraph 6.2.

                                (iii)  For the purpose of making any adjustment required under this Section 6.1(d), the consideration received by the Company for any issue or sale of securities shall (a) to the extent it consists of cash be computed as the gross amount of cash received by the Company before deduction of any expenses payable by the Company and any underwriting or similar commissions, discounts, compensation or concessions paid or allowed by the Company in connection with such issue or sale, (b) to the extent it consists of property other than cash, be computed at the fair value of that property as reasonably determined in good faith by the Board of Directors and (c) if additional shares of Common Stock, securities convertible into Common Stock or rights or options to purchase either additional shares of Common Stock or such convertible securities or are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good

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faith by the Board of Directors to be allocable to such additional shares of Common Stock, such convertible securities or rights or options.

                        (e)    Fractional Shares.    No fractional shares of Common Stock or scrip shall be issued to any Warrantholder in connection with the exercise of this Warrant. Instead of any fractional shares of Common Stock that would otherwise be issuable to such Warrantholder, the Company will pay to such Warrantholder a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the Fair Market Value per share of Common Stock as of the close of business on the Business Day immediately preceding the exercise of the Warrant.

                        (f)    Carryover.    Notwithstanding any other provision of this Section 6.1, no adjustment shall be made to the number of shares of Common Stock to be delivered to the Warrantholder (or to the per share Exercise Price) if such adjustment represents less than 1% of the number of shares to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment that together with any adjustments so carried forward shall amount to 1% or more of the number of shares to be so delivered.

                6.2.    Exercise Price Adjustment.    Except in cases where an adjustment of the per share Exercise Price is provided for above, whenever the number of Warrant Shares purchasable upon the exercise of the Warrant becomes subject to adjustment as provided pursuant to this Section 6, the per share Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such per share Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter; provided, however, that the per share Exercise Price shall in no event be less than the par value of such Warrant Share.

                6.3.    No Dilution or Impairment

                        (a)  If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement.

                        (b)  The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result in an adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise.

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                        (c)  The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

                6.4.    Notice of Adjustment.    Whenever the number of Warrant Shares or the per share Exercise Price is adjusted, as herein provided, the Company shall promptly send to the Warrantholder a notice of such adjustment or adjustments setting forth the effective date(s) thereof, the number of Warrant Shares and the per share Exercise Price in effect prior to and after such adjustment(s), a brief statement of the facts requiring such adjustment(s) and the computation by which such adjustment(s) was (were) made.

        7.    Miscellaneous

                7.1.  The "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean the average of the Daily Sales Prices (as defined below) of the Common Stock on the primary securities exchange or market on which it is listed or traded on the last 20 Business Days prior to the Determination Date. The "Daily Sales Price" shall be the closing price for bona fide transactions of the Common Stock at the end of each day or, if no such transaction takes place that day, the average of the closing bid and asked prices for such day. If the Common Stock was, but is no longer listed or traded on a primary securities exchange or market, then the Board of Directors of Motorola, Inc. (or a duly constituted committee thereof) shall determine in good faith the Fair Market Value of the Common Stock on the basis of such quotations, appraisals and/or evaluations as it considers appropriate. As used in this paragraph, a primary securities exchange or market includes national securities exchanges registered under the Securities Exchange Act of 1934, as amended, the Nasdaq Stock Market National Market, and any successor to the foregoing. If the Common Stock is listed or traded on more than one primary securities exchange or market, the Fair Market Value shall be determined on the basis of the exchange or market on which the largest volume of shares of the Common Stock is traded during the period in question.

                7.2.    Binding Effect; Benefits.    This Warrant shall inure to the benefit of and shall be binding upon the Company and the Warrantholder and their respective successors and permitted assigns. Nothing in this Warrant, expressed or implied, is intended to or shall confer on any person other than the Company and the Warrantholder or their respective successors or assigns any rights, remedies, obligations or liabilities under or by reason of this Warrant.

                7.3.    Amendments.    Any provision of this Warrant may be amended and the observance thereof waived only with the written consent of the Company and the Warrantholder.

                7.4.    Section and Other Headings.    The section and other headings contained in this Warrant are for reference purposes only and shall not be deemed to be a part of this Warrant or to affect the meaning or interpretation of this Warrant.

                7.5.    Notices.    All notices and other communications required or permitted hereunder shall be in writing and shall be delivered personally (including by commercial courier service), telecopied (with machine confirmation and hard copy following by mail or personal delivery) or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered

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personally or when so telecopied, or three days after being sent by certified, registered or express mail, as follows:

•

if to the Company to:

Next Level Communications, Inc.
6085 State Farm Drive
Rohnert Park, CA 94928
    Attention: Chief Financial Officer
    Telecopy No. (707) 584-6859

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or if to the Warrantholder to:

Motorola, Inc.
1303 East Algonquin Road
Schaumburg, IL 60196
    Attention: Treasurer
    Telecopy No. (847) 576-4768.

Any party may by notice given in accordance with this Section designate another address or person for receipt of notices hereunder.

                7.6.    Severability.    Any term or provision of this Warrant which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the terms and provisions of this Warrant or affecting the validity or enforceability of any of the terms or provisions of this Warrant in any other jurisdiction.

                7.7.    Governing Law; Consent to Jurisdiction.    This Warrant shall be deemed to be a contract made under the laws of the State of New York. Each of the Company and the Warrantholder hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Warrant. Each of the Company and the Warrantholder irrevocably waives, to the fullest extent permitted by applicable law, any objection that each may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

                7.8.    Counterparts; Execution.    This Warrant may be executed, issued, and delivered in counterparts, each of which shall be an original instrument but both of which, taken together, shall be one and the same Warrant. This Warrant may be executed, issued, and delivered by facsimile.

                7.9.    No Rights or Liabilities as Stockholder.    Nothing contained in this Warrant shall be determined as conferring upon the Warrantholder any rights as a stockholder of the Company or as imposing any liabilities on the Warrantholder to purchase any securities whether such liabilities are asserted by the Company or by creditors or stockholders of the Company or otherwise.

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        IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.

NEXT LEVEL COMMUNICATIONS, INC.
By:
Name:	(Please print)
Title:
Dated: October 22, 2002

Acknowledged and Agreed:
	MOTOROLA, INC.
	By:
	Name:	(Please print)
	Title:

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. IN ADDITION TO THE OTHER RESTRICTIONS ON TRANSFER SET FORTH HEREIN, NEITHER THIS WARRANT NOR THOSE SECURITIES, NOR ANY INTEREST THEREIN, MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS THAT, IN THE OPINION OF COUNSEL FOR THE WARRANTHOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

Exhibit A

EXERCISE FORM

(To be executed upon exercise of the attached Warrant)

        The undersigned Holder hereby exercises the right, represented by this Warrant, to purchase                        of the Warrant Shares and herewith tenders payment for such Warrant Shares to the order of Next Level Communications, Inc. in the amount of $                        .

        The undersigned requests that a certificate for the Warrant Shares resulting from the above exercise be registered in the name of the undersigned and that such certificates be delivered to the undersigned's address below. The undersigned represents that it is acquiring such Warrant Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof (subject, however, to any requirement of law that the disposition thereof shall at all times be within its control).

Dated:		, 200
Holder:	(Please print)		By:	(Signature of Holder if Holder is an individual or of authorized representative if Holder is an entity)
(Street Address of Holder)			(Print signer's name and title if Holder is an entity)
(City)	(State)	(Zip Code)

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Exhibit 34

EX-99.35

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Exhibit 35

AMENDMENT NO. 3
to the
REGISTRATION RIGHTS AGREEMENT
dated as of May 16, 2001 between
NEXT LEVEL COMMUNICATIONS, INC
and
MOTOROLA, INC

        This AMENDMENT NO. 3, dated as of October 22, 2002, is entered into in respect of the Registration Rights Agreement dated as of May 16, 2001, as amended by Amendment No. 1 dated as of October 24, 2001 and Amendment No. 2 dated as of December 11, 2001 (the "Registration Rights Agreement") between NEXT LEVEL COMMUNICATIONS, INC., a Delaware corporation ("Next Level") and MOTOROLA, INC., a Delaware corporation ("Motorola").

        WHEREAS, in connection with Amendment No. 7 dated concurrently herewith to the Credit Agreement dated as of May 16, 2001, by and between Next Level and Motorola (the "Credit Agreement"), Next Level has granted to Motorola warrants to purchase Three Million (3,000,000) shares of Common Stock, par value $0.01 per share, of Next Level (as further defined herein, the "Common Stock") subject to the terms and conditions set forth therein.

        In connection therewith, Next Level and Motorola hereby agree to amend the Registration Rights Agreement as follows:

Section 1
Definitions

        Except as otherwise provided herein, terms defined in the Registration Rights Agreement are used herein as defined there.

Section 2
Amendment

        2.1  The second paragraph of the recitals to the Registration Rights Agreement is hereby deleted in its entirety and replaced with the following:

WHEREAS, in connection with the Credit Agreement dated as of May 16, 2001, by and between Next Level and Motorola (the "Credit Agreement"), Next Level has granted to Motorola warrants to purchase Seven Million Five Hundred Thousand (7,500,000) shares of Common Stock, par value $0.01 per share, of Next Level (as further defined herein, the "Common Stock") subject to the terms and conditions set forth therein; and

WHEREAS, in connection with Motorola's guarantee (the "Motorola Guarantee") of Next Level's obligation to the Northwestern Mutual Life Insurance Company, which obligation was incurred by Next Level in connection with a Twenty Million Dollar ($20,000,000) real estate financing, Next Level has granted to Motorola warrants to purchase an additional Four Hundred Thousand (400,000) shares of the Common Stock, par value $0.01 per share, of Next Level, subject to the terms and conditions set forth therein;

WHEREAS, in connection with Amendment No. 4 dated as of December 11, 2001 to the Credit Agreement dated as of May 16, 2001, by and between Next Level and Motorola (as amended from time to time, the "Credit Agreement"), Next Level has granted to Motorola warrants to purchase

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Two Million Five Hundred Thousand (2,500,000) shares of Common Stock, par value $0.01 per share, of Next Level, subject to the terms and conditions set forth therein; and

WHEREAS, in connection with Amendment No. 7 dated as of October 22, 2002 to the Credit Agreement dated as of May 16, 2001, by and between Next Level and Motorola (as amended from time to time, the "Credit Agreement"), Next Level has granted to Motorola warrants to purchase Three Million (3,000,000) shares of Common Stock, par value $0.01 per share, of Next Level, subject to the terms and conditions set forth therein (such warrants, together with the warrants previously issued pursuant to the Credit Agreement, are referred to collectively, as the "Warrants," as such term is further defined below);

Section 3
Miscellaneous

        Except as expressly herein provided, the Registration Rights Agreement shall remain unchanged and in full force and effect. This Amendment No. 3 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 3 by signing any such counterpart. This Amendment No. 3 may be executed and delivered by facsimile. This Amendment No. 3 shall be governed by, and construed in accordance with, the law of the State of New York.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed as of the day and year first above written.

NEXT LEVEL COMMUNICATIONS, INC.
By:
	Name:
	Title:
MOTOROLA, INC.
By:
	Name:
	Title:

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Exhibit 35