UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Motorola, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-1115800
(State of incorporation) (IRS Employer Identification No.)
1303 East Algonquin Road
Schaumburg, Illinois 60196
(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the registration of a
of a class of securities pursuant to class of securities pursuant to Section 12(g)
Section 12(b) of the Exchange Act and is of the Exchange Act and is effective pursuant
effective pursuant to General to General Instruction A.(d), check the
Instruction A.(c), check the following following box. [ ]
box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------------------------- --------------------------------------------
Equity Security Units New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Item 1. Description Of Registrant's Securities To Be Registered.
The description of the Equity Security Units (the "Units") of Motorola,
Inc. (the "Company") to be registered hereunder is incorporated herein by
reference to the description included under the captions "Description of Debt
Securities" and "Description of the Stock Purchase Contracts and the Stock
Purchase Units" in the Registration Statement on Form S-3 of the Company
(Registration No. 333-58176) (as the same may be amended from time to time, the
"Registration Statement"). For purposes of such description, any prospectus
supplement relating to the Registration Statement filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, which purports to describe the
Units shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
1. Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(i)(b) of the Company's Quarterly Report on Form 10-Q
for the quarter ended April 1, 2000 (File No. 1-7221)).
2. Certificate of Designations, Preferences and Rights of Junior Participating
Preferred Stock, Series B (incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form S-3 dated January 20, 1999
(Registration No. 333-70827)).
3. By-laws, as amended through March 9, 2001 (incorporated by reference to
Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2000 (File No. 1-7221)).
4. Rights Agreement, dated as of November 5, 1998, between the Company and
Harris Trust and Savings Bank, as Rights Agent (incorporated by reference
to Exhibit 1.1 to the Company's Amendment No. 1 to Registration Statement
on Form 8-A/A dated March 16, 1999 (File No. 1-7221)).
5. Registration Statement on Form S-3 (Registration No. 333-58176) filed with
the Securities and Exchange Commission on April 2, 2001 by the Company,
as amended on May 16, 2001, is incorporated herein by reference.
6. Senior Indenture, dated as of May 1, 1995, between the Company and Bank One
Trust Company, N.A. (as successor trustee to BNY Midwest Trust Company and
Harris Trust and Savings Bank) (incorporated by reference to Exhibit 4(d)
of the Company's Registration Statement on Form S-3 dated September 25,
1995 (File No. 333-62911)).
7. Instrument of Resignation, Appointment and Acceptance, dated as of January
22, 2001, among the Company, Bank One Trust Company, N.A. and BNY Midwest
Trust Company (as successor in interest to Harris Trust and Savings Bank)
(incorporated by reference to Exhibit 4.2(b) of the Company's Annual Report
on Form 10-K for the year ended December 31, 2000 (File No. 1-7221)).
8. Purchase Contract Agreement, dated as of October 31, 2001, between the
Company and First Union Trust Company, National Asscociation, as Purchase
Contract Agent (filed herewith).
9. Form of Normal Units Certificate (included in Exhibit 8).
10. Form of Stripped Units Certificate (included in Exhibit 8).
11. Form of Senior Note.*
12. Form of Remarketing Agreement among the Company, the Purchase Contract
Agent and the Remarketing Agent.*
13. Pledge Agreement, dated as of October 31, 2001, among the Company, The
Chase Manhattan Bank, as Collateral Agent, and First Union Trust
Company, National Association, as Purchase Contract Agent.*
--------------------------
*Filed previously
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: November 9, 2001
MOTOROLA, INC.
By: /s/ Garth L. Milne
---------------------------------------
Name: Garth L. Milne
Title: Senior Vice President and Treasurer
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EXHIBIT LIST
No.
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1. Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(i)(b) of the Company's Quarterly Report on Form 10-Q
for the quarter ended April 1, 2000 (File No. 1-7221)).
2. Certificate of Designations, Preferences and Rights of Junior Participating
Preferred Stock, Series B (incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form S-3 dated January 20, 1999
(Registration No. 333-70827)).
3. By-laws, as amended through March 9, 2001 (incorporated by reference to
Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2000 (File No. 1-7221)).
4. Rights Agreement, dated as of November 5, 1998, between the Company and
Harris Trust and Savings Bank, as Rights Agent (incorporated by reference
to Exhibit 1.1 to the Company's Amendment No. 1 to Registration Statement
on Form 8-A/A dated March 16, 1999 (File No. 1-7221)).
5. Registration Statement on Form S-3 (Registration No. 333-58176) filed with
the Securities and Exchange Commission on April 2, 2001 by the Company, as
amended on May 16, 2001, is incorporated herein by reference.
6. Senior Indenture, dated as of May 1, 1995, between the Company and Bank One
Trust Company, N.A. (as successor trustee to BNY Midwest Trust Company and
Harris Trust and Savings Bank) (incorporated by reference to Exhibit 4(d)
of the Company's Registration Statement on Form S-3 dated September 25,
1995 (File No. 333-62911)).
7. Instrument of Resignation, Appointment and Acceptance, dated as of January
22, 2001, among the Company, Bank One Trust Company, N.A. and BNY Midwest
Trust Company (as successor in interest to Harris Trust and Savings Bank)
(incorporated by reference to Exhibit 4.2(b) of the Company's Annual Report
on Form 10-K for the year ended December 31, 2000 (File No. 1-7221)).
8. Purchase Contract Agreement, dated as of October 31, 2001, between the
Company and First Union Trust Company, National Asscociation, as Purchase
Contract Agent (filed herewith).
9. Form of Normal Units Certificate (included in Exhibit 8).
10. Form of Stripped Units Certificate (included in Exhibit 8).
11. Form of Senior Note.*
12. Form of Remarketing Agreement among the Company, the Purchase Contract
Agent and the Remarketing Agent.*
13. Pledge Agreement, dated as of October 31, 2001, among the Company, The
Chase Manhattan Bank, as Collateral Agent, and First Union Trust Company,
National Association, as Purchase Contract Agent.*
--------------------------
*Filed previously
4