As filed with the Securities and Exchange Commission on October 25, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________
MOTOROLA, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 36-1115800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
______________________________
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000
(Address and telephone number
of Registrant's principal executive offices)
______________________________
Copies of communications to:
Carl F. Koenemann Jeffrey A. Brown Oscar A. David
Executive Vice President Senior Counsel R. Cabell Morris, Jr.
and Chief Financial Officer 1303 East Algonquin Road Winston and Strawn
1303 East Algonquin Road Schaumburg, Illinois 60196 35 West Wacker Drive
Schaumburg, Illinois 60196 (847) 576-5014 Chicago, Illinois 60601
(847) 576-5000 (312) 558-5600
_____________________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
______________________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-58176
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
______________________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Class Offering Aggregate Amount of
of Securities to Be Amount to Be Price Offering Registration
Registered Registered Per Unit Price Fee
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Debt Securities, Common Stock,
par value $3 per share, Stock
Purchase Contracts and Stock
Purchase Units....................... $400,000,000 $400,000,000 $100,000
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, by Motorola, Inc. with the
Securities and Exchange Commission. This Registration Statement hereby
incorporates in its entirety by reference the contents of the Registration
Statement on Form S-3 (No. 333-58176).
CERTIFICATION
Motorola hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $100,000 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on October 26, 2001); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank by no later than October 26, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Schaumburg and the State of
Illinois, on the 25th day of October, 2001.
MOTOROLA, INC.
By: /s/ CARL F. KOENEMANN
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Carl F. Koenemann
Executive Vice President
and Chief Financial Officer
* * * *
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and as of the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board and Chief October 25, 2001
--------------------------------------- Executive Officer
Christopher B. Galvin (Principal Executive Officer)
/s/ CARL F. KOENEMANN Executive Vice President and October 25, 2001
--------------------------------------- Chief Financial Officer
Carl F. Koenemann (Principal Financial Officer)
* Senior Vice President and October 25, 2001
--------------------------------------- Controller
Anthony M. Knapp (Principal Accounting Officer)
* Director October 25, 2001
---------------------------------------
Ronnie C. Chan
* Director October 25, 2001
---------------------------------------
H. Laurance Fuller
* Director October 25, 2001
---------------------------------------
Robert L. Growney
* Director October 25, 2001
---------------------------------------
Anne P. Jones
Signature Title Date
--------- ----- ----
* Director October 25, 2001
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Judy C. Lewent
* Director October 25, 2001
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Dr. Walter E. Massey
* Director October 25, 2001
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Nicholas Negroponte
* Director October 25, 2001
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John E. Pepper, Jr.
* Director October 25, 2001
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Samuel C. Scott III
* Director October 25, 2001
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B. Kenneth West
* Director October 25, 2001
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Dr. John A. White
*By /s/ CARL F. KOENEMANN
---------------------------------------
Carl F. Koenemann
as Attorney-In-Fact
EXHIBIT INDEX
Exhibit Exhibit Descriptions
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5 Opinion and Consent of Jeffrey A. Brown, Esq.
23.1 Consent of Jeffrey A. Brown (included as part of Exhibit 5).
23.2 Consent of KPMG LLP.
24 Powers of Attorney filed as Exhibit 24 to Registration
Statement No. 333-58176 are hereby incorporated by reference.