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): February 26, 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 1.01. Entry into a Material Definitive Agreement.
(a) On February 26, 2012, Motorola Solutions, Inc. (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Carl C. Icahn and certain of his affiliates (collectively “Icahn”). Pursuant to the Stock Purchase Agreement, among other things, the Company purchased 23,739,362 shares of common stock of the Company (the “Shares”) from Icahn at a price of $49.15 per share, for aggregate cash consideration of $1,166,789,642.
The foregoing description is only a summary, is not complete, should be read together with, and is qualified in its entirety by reference to, the entire Stock Purchase Agreement, which has been filed as Exhibit 10.1 to this Form 8-K, and is incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b) As part of the Stock Purchase Agreement, on February 26, 2012, it was also agreed that Vincent J. Intrieri, who holds certain positions with several Icahn related entities, will resign from the Company’s board of directors effective as of the settlement of the Company’s purchase of the Shares. Following Mr. Intrieri’s resignation, the size of the Company’s board of directors will be reduced from nine to eight members.
Item 8.01. Other Events.
On February 27, 2012, the Company issued a press release describing the Stock Purchase Agreement and announcing Mr. Intrieri’s resignation.
The Company’s purchase of shares under the Stock Purchase Agreement was made pursuant to existing authorization under its $3.0 billion stock repurchase program. The number of shares of Company Common Stock, $.01 par value per share, outstanding as of February 24, 2012 immediately preceding the purchase of shares under the Stock Purchase Agreement was 315,380,104.
A copy of the press release is included as Exhibit 99.1 to this Form 8-K, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
| Exhibit No. |
Description | |
| 10.1 | Stock Purchase Agreement, dated as of February 26, 2012, by and between Motorola Solutions, Inc. and Carl C. Icahn and certain of his affiliates. | |
| 99.1 | Press release dated February 27, 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: February 27, 2012. | By: | /s/ Edward Fitzpatrick | ||||
|
| ||||||
| Name: | Edward Fitzpatrick | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Stock Purchase Agreement, dated as of February 26, 2012, by and between Motorola Solutions, Inc. and Carl C. Icahn and certain of his affiliates. | |
| 99.1 | Press release dated February 27, 2012. | |
Exhibit 10.1
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement dated as of February 26, 2012 (this “Agreement”), by and among Motorola Solutions, Inc. (the “Acquiror”), Carl C. Icahn and each of his affiliates listed on Schedule 1 attached hereto (collectively “Icahn”). The parties hereby agree as follows:
1. Simultaneously with the execution and delivery of this Agreement, the Acquiror irrevocably purchases from Icahn and Icahn irrevocably sells to the Acquiror (subject to receipt of the payment provided herein) 23,739,362 common shares, par value $0.01 per share (“Shares”), of the Acquiror free and clear of all Encumbrances at $49.15 per Share in cash for aggregate cash consideration of $1,166,789,642.30. Such Shares to be purchased from Icahn shall be allocated amongst the individual Icahn sellers in accordance with Schedule 1. Icahn reserves the right to specifically identify which shares of Acquiror common stock shall constitute the Shares being sold to the Acquiror pursuant to this Agreement. The Acquiror and Icahn shall cause such transaction to settle no later than March 1, 2012 (“Settlement Date”). Icahn shall deliver such Shares as directed by the Acquiror (via DTC book entry transfer, by delivering stock certificates or through a combination of the foregoing) immediately following confirmation of receipt of a wire transfer, to the accounts set forth on Schedule 2, of the purchase price set forth above.
2. Each party shall execute such other documents and take such other actions as are reasonably requested by another party hereto to carry out the provisions hereof and the transactions contemplated hereby. Each party acknowledges that the other parties are obligated to disclose and file a copy of this Agreement pursuant to U.S. securities laws and agrees that nothing in this Agreement shall restrict the parties’ ability to make such disclosures or filings.
3. Each party has conducted its own investigation with respect to the Shares, acknowledges that the other parties may be in possession of material, nonpublic information regarding the Acquiror and agrees that no other party shall have any obligation to disclose such information to such party.
4. Representations and Warranties of Icahn. Icahn hereby represents and warrants to the Acquiror that:
(a) Icahn has the full right, power and authority to enter into and perform their respective obligations under this Agreement. All action on the part of Icahn necessary for the execution of this Agreement and the performance of Icahn’s obligations hereunder has been taken or will be taken prior to the Settlement Date. This Agreement constitutes the valid and binding obligation of Icahn, enforceable against Icahn in accordance with its terms.
(b) Icahn has good, valid and marketable title to all of the Shares, free and clear of any and all Encumbrances. Icahn has the sole right to dispose or direct the disposition of the Shares. “Encumbrance” shall mean any security interest, claim, pledge, lien, charge, voting agreement, proxy, mortgage, conditional sale agreement, title retention agreement, option, adverse claim of ownership or use, any restriction on ownership, use, voting or transfer, or any other encumbrance of any kind, character or description whatsoever.
(c) Icahn is not as of the date hereof, and will not become, a party to any agreement, arrangement or understanding with any Person which could result in the Acquiror having any obligation or liability for any brokerage fees, commissions, underwriting discounts or other similar fees or expenses relating to the transactions contemplated by this Agreement. “Person” shall mean any individual, corporation, company, association, partnership, limited liability company, joint venture, trust or unincorporated organization, or a government or any agency or political subdivision thereof.
5. Representations and Warranties of the Acquiror. The Acquiror hereby represents and warrants to Icahn that:
(a) The Acquiror has the full right, power and authority to enter into and perform its obligations under this Agreement. All action on the part of the Acquiror necessary for the execution of this Agreement and the performance of its obligations hereunder has been taken or will be taken prior to the Settlement Date. This Agreement constitutes the valid and binding obligation of the Acquiror, enforceable against the Acquiror in accordance with its terms.
(b) The Acquiror is not as of the date hereof, and will not become, a party to any agreement, arrangement or understanding with any Person which could result in Icahn having any obligation or liability for any brokerage fees, commissions, underwriting discounts or other similar fees or expenses relating to the transactions contemplated by this Agreement.
6. The parties agree that as a condition to Acquiror’s performance of its obligations under this Agreement, effective as of the Settlement Date, Icahn shall cause Vincent J. Intrieri, a director of Icahn Enterprises G.P. Inc. (the general partner of Icahn Enterprises L.P) (“Intrieri”), to resign from the Acquiror’s board of directors.
7. The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedy to which they are entitled at law or in equity. Furthermore, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transaction contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or stat courts of the State of Delaware, and each or the parties irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief, and (e) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such parties’ principal place of business or as otherwise provided by applicable law. This Agreement shall be governed in all respects, including without limitation validity, interpretation and effect, by the laws of the State of Delaware applicable to contracts executed and to be performed wholly within such state without giving effect to the choice of law principles of such state.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as of the date set forth above.
| ICAHN: | ||
| /s/ Carl C. Icahn | ||
| Carl C. Icahn, on behalf of himself and each of the following entities: | ||
| High River Limited Partnership | ||
| Icahn Partners LP. | ||
| Icahn Partners Master Fund LP | ||
| Icahn Partners Master Fund II L.P. | ||
| Icahn Partners Master Fund III L.P. | ||
| ACQUIROR: | ||
| MOTOROLA SOLUTIONS, INC., a Delaware corporation | ||
| By: |
/s/ Edward Fitzpatrick | |
| Name: Edward Fitzpatrick | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
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Exhibit 99.1
MOTOROLA SOLUTIONS, INC. PURCHASES APPROXIMATELY $1.2 BILLION OF ITS COMMON STOCK FROM ICAHN
— Vincent J. Intrieri Resigns from Board of Directors —
SCHAUMBURG, Ill. – Feb. 27, 2012 – Motorola Solutions, Inc. (NYSE: MSI) (“the Company”) announced today that it entered into a Stock Purchase Agreement with Carl Icahn and certain of his affiliates (“Icahn”) pursuant to which, among other things, the Company has purchased 23,739,362 shares of its common stock (the “Shares”) at a price of $49.15 per share, for aggregate cash consideration of $1,166,789,642. The Company’s purchase of the Shares was made pursuant to existing authorization under its $3.0 billion stock repurchase program.
As part of the transaction, Vincent J. Intrieri, a director of Icahn Enterprises G.P. Inc. and the general partner of Icahn Enterprises L.P, has agreed to resign from the Company’s board of directors effective as of the settlement of the Company’s purchase of the Shares.
“I would like to thank Vince for his service on the Board,” said Greg Brown, chairman and CEO of Motorola Solutions. “His contributions, along with Carl’s, have been constructive and are appreciated.”
This press release is not an offer to sell nor a solicitation of any offer to buy any securities in any state or jurisdiction nor shall there be any sale of Motorola Solutions’ securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any jurisdiction. Motorola Solutions’ securities may not be offered or sold in the United States absent registration under or any exemption from the registration requirements of the Securities Act of 1933, as amended. Any public offering of Motorola Solutions’ securities to be made in the United States will be made only by means a registration statement that is filed with and declared effective by the Securities and Exchange Commission.
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.
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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.