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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. 12)
*


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)


Michelle M. Warner
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)


April 15, 2003
(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.


*
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.

CUSIP No. 65333U 10 4   13D    


1.

 

Name of Reporting Persons.
Motorola, Inc.
I.R.S. Identification Nos. of above persons (entities only).


2.

 

Check the Appropriate Box if a Member of a Group. (See Instructions)
    (a)    o

 

 

(b)    o


3.

 

SEC Use Only.


4.

 

Source of Funds (See Instructions).
WC


5.

 

Check Box If Disclosure Of Legal Proceedings Is Required Pursuant to Items 2(d) Or 2(e).                                                                                                                                                                       o


6.

 

Citizenship or Place of Organization.
Delaware

Number
of
Shares
Beneficially
Owned
  7.   Sole Voting Power.
209,315,226 (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 511,499 shares of common stock delivered under Motorola's tender offer subject to guaranteed delivery.)
   
By
Each
  8.   Shared Voting Power.
        0
   
Reporting
Person
With
  9.   Sole Dispositive Power.
209,315,226 (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 511,499 shares of common stock delivered under Motorola's tender offer subject to guaranteed delivery.)
   
    10.   Shared Dispositive Power.
        0

11.   Aggregate Amount Beneficially Owned By Each Reporting Person.
209,315,226 (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 511,499 shares of common stock delivered under Motorola's tender offer subject to guaranteed delivery.)


12.

 

Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions)    o


13.

 

Percent Of Class Represented By Amount In Row (11)
        95.48%


14.

 

Type Of Reporting Person (See Instructions)
        CO



Item 1.    Security and Issuer.

        This Amendment No. 12 to Schedule 13D, relates to the Common Stock, par value $0.01 per share (the "Shares"), of Next Level Communications, Inc., a Delaware corporation ("Next Level") 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 filed on June 15, 2001, Amendment No. 2 filed on March 6, 2002, Amendment No. 3 filed on April 30, 2002, Amendment No. 4 filed on July 3, 2002, Amendment No. 5 filed on October 7, 2002, Amendment No. 6 filed on December 20, 2002, Amendment No. 7 filed on January 13, 2003, Amendment No. 8 filed with the Schedule TO on January 27, 2003, Amendment No. 9 filed with the Schedule TO Amendment No. 12 on March 24, 2003, Amendment No. 10 filed with Schedule TO Amendment No. 13 on March 26, 2003 and Amendment No. 11 filed with Schedule TO Amendment No. 16 on April 14, 2003, by Motorola, Inc., a Delaware corporation ("Motorola").

        Next Level'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 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.


Items 3-4

        N/A


Item 5.    Interest in Securities of the Issuer

        Item 5 is hereby amended as set forth below:

        On April 15, 2003, Motorola exercised its conversion right and converted 26,506 shares of Series A-2 Convertible Preferred Stock in Next Level that it owns into approximately 26,506,000 Shares.

3




Items 6-7.

        N/A

4




SIGNATURE

        After due 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: April 16, 2003

  MOTOROLA, INC.

 

By:

 

/s/  
DONALD F. MCLELLAN      

 

Name:

 

Donald F. McLellan

 

Title:

 

Corporate Vice President & Director, Corporate Development

5


APPENDIX 1

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF
MOTOROLA, INC.

        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 60106.

Name and Business Address Citizenship
  Principal Occupation or Employment
Christopher B. Galvin   Chairman of the Board and Chief Executive Officer

Mike S. Zafirovski

 

President and Chief Operating Officer

Francesco Caio
Via Caldera 21
20153 Milano, Italy
Italian Citizenship

 

Chief Executive Officer of Cable and Wireless p.l.c.
Netscalibur

H. Laurance Fuller
Primary Business Center
1111 E. Warrenville Road, #257
Naperville, IL 60563

 

Retired. Formerly Co-Chairman of Board of Directors
BP Amoco, p.l.c.

Anne P. Jones
5716 Bent Branch Road
Bethesda, MD 20816

 

Consultant

Judy C. Lewent
Merck & Co., Inc.
One Merck Drive
Whitehouse Station, NJ 08889

 

Executive Vice President and Chief Financial Officer and President, Human Health Asia
Merck & Co., Inc.

Dr. Walter E. Massey
Morehouse College
830 Westview Drive, SW
Atlanta, GA 30314

 

President
Morehouse College

Nicholas Negroponte
Massachusetts Institute of Technology Media Laboratory
20 Ames Street, E15-210
Cambridge, MA 02139

 

Chairman
Massachusetts Institute of Technology Media Laboratory

Indra K. Nooyi
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577

 

President and Chief Financial Officer
PepsiCo, Inc.

 

 

 


John E. Pepper, Jr.
Procter & Gamble Co.
One Procter & Gamble Plaza
Cincinnati, OH 45202

 

Chairman of the Executive Committee
Proctor & Gamble Co.

Samuel C. Scott III
CPC International, Inc.
6500 Archer Road
Summit-Argo, IL 60501

 

Chairman, President and Chief Executive Officer
Corn Products International

Douglas A. Warner III
J.P. Morgan Chase & Co.
345 Park Avenue, 11th Floor
New York, NY 10154

 

Retired. Formerly Chairman of the Board
J.P. Morgan Chase & Co.

B. Kenneth West
Retired Chairman of the Board
Harris Bankcorp, Inc.
32196 North River Road
Libertyville, IL 60048-4247

 

Senior Consultant for Corporate Governance to Teachers Insurance and Annuity Association—College Retirement Equities Fund

Dr. John A. White
University of Arkansas
425 Administration Building
Fayetteville, AR 72701

 

Chancellor
University of Arkansas

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

Name
  Title
Robert L. Barnett   Executive Vice President

Gregory Q. Brown

 

Executive Vice President, President and Chief Executive Officer
Commercial, Government and Industrial Solutions Sector

Dennis J. Carey

 

Executive Vice President, President and Chief Executive Officer
Integrated Electronic Systems Sector

Eugene A. Delaney

 

Executive Vice President and President
Global Relations and Resources Organization

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, President and Chief Executive Officer
Personal Communications Sector

Daniel M. Moloney

 

Executive Vice President, President and Chief Executive Officer
Broadband Communications Sector

 

 

 


Adrian R. Nemcek

 

Executive Vice President, President and Chief Executive Officer
Global Telecom Solutions Sector

Fred (Theodore) A. Shlapak
Canadian Citizenship

 

Executive Vice President, President and Chief Executive Officer
Semiconductor Products Sector

Leif G. Soderberg

 

Senior Vice President and Director
Global Strategy and Corporate Development

Padmasree Warrior

 

Senior Vice President and Chief Technology Officer



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