UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 30, 2012
Motorola Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 1-7221 | 36-1115800 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
| 1303 East Algonquin Road Schaumburg, Illinois |
60196 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (847) 576-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On January 30, 2012, Motorola Solutions, Inc. (the “Company”) issued a press release which announced that its Board of Directors has authorized an increase in its share repurchase program to permit the Company to purchase up to an additional $1.0 billion of its outstanding common shares through December 31, 2012, bringing the total share repurchase program to up to $3.0 billion. Through December 31, 2011, the company repurchased approximately $1.1 billion shares of common stock under the existing share repurchase program. With this increased authority, the Company will have up to approximately $1.9 billion available for its stock repurchase program in 2012. The company may repurchase shares from time to time in the open market or in other privately negotiated transactions, subject to market conditions. The Company also announced that it had set April 30, 2012 as the date for its 2012 Annual Stockholders Meeting, with a record date for determining shareholders entitled to vote at the Annual Stockholders Meeting of March 2, 2012. A copy of this press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release by Motorola Solutions, Inc. dated January 30, 2012. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOTOROLA SOLUTIONS, INC. (Registrant) | ||||||
| Dated: January 30, 2012 | By: | /s/ Edward Fitzpatrick | ||||
| Name: Edward Fitzpatrick | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| 99.1 | Press Release by Motorola Solutions, Inc. dated January 30, 2012. |
Exhibit 99.1
Motorola Solutions Board of Directors Increases Stock Repurchase Program Authorization from up to $2.0 Billion to up to $3.0 Billion; Sets Date for Annual Meeting
SCHAUMBURG, III. – Jan. 30, 2012 – Motorola Solutions, Inc. (NYSE: MSI) announced today that the Company’s Board of Directors authorized up to $1.0 billion in additional funds for use in the existing stock repurchase program through the end of 2012. The Board also set April 30, 2012 as the date for its 2012 Annual Stockholders Meeting to be held in Washington, D.C. and set March 2, 2012 as the record date for determining shareholders entitled to vote at the Annual Stockholders Meeting.
This increase of up to $1.0 billion is in addition to the up to $2.0 billion announced in July 2011, raising the total authorization to up to $3.0 billion. After stock repurchases of approximately $1.1 billion through Dec. 31, 2011, Motorola Solutions will have up to approximately $1.9 billion for its stock repurchase program in 2012.
The Company said it may repurchase shares on the open market or in private transactions depending on market conditions, and that it expects to use existing cash and cash from operations for the repurchases.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of applicable federal securities laws. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include statements with respect to the amount and timing of future stock repurchases under our stock repurchase program, including certain terms and conditions of the share repurchase program. We can give no assurance that any future events discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this release. Motorola Solutions cautions the reader that the risk factors on pages 12 through 25 in Item 1A of Motorola Solutions, Inc.’s 2010 Annual Report on Form 10-K, on page 46 in Item 1A of Motorola Solutions, Inc.’s First Quarter 2011 Quarterly Report on Form 10-Q, on page 50 in Item 1A of Motorola Solutions, Inc.’s Third Quarter 2011 Quarterly Report on Form 10-Q, and in its other SEC filings available for free on the SEC’s website at www.sec.gov and on Motorola Solutions’ website at www.motorolasolutions.com, could cause Motorola Solutions’ actual results to differ materially from those estimated or predicted in the forward-looking statements.
About Motorola Solutions
Motorola Solutions is a leading provider of mission-critical communication solutions and services for enterprise and government customers. Through leading-edge innovation and communications technology, it is a global leader that enables its customers to be their best in the moments that matter. Motorola Solutions trades on the New York Stock Exchange under the ticker “MSI.” To learn more, visit www.motorolasolutions.com. For ongoing news, please visit our media center or subscribe to our news feed.
Media Contacts
Nick Sweers
Motorola Solutions
+1 847-576-2462
nicholas.sweers@motorolasolutions.com
Investor Contacts
Shep Dunlap
Motorola Solutions
+1 847-576-6899
shep.dunlap@motorolasolutions.com
Jason Winkler
Motorola Solutions
+1 847-576-4995
jason.winkler@motorolasolutions.com
MOTOROLA, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. ©2012 Motorola Solutions, Inc. All rights reserved.