S-8 POS 1 0001.txt As filed with the Securities and Exchange Commission on May 31, 2000. Registration No. 333-36308 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 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 (Address of Principal Executive Offices) MOTOROLA, INC. OMNIBUS INCENTIVE PLAN OF 2000 (Full Title of the Plan) Carl F. Koenemann Telephone number, Executive Vice President and including area code, Chief Financial Officer of agent for service: Motorola, Inc. (847) 576-5000 1303 East Algonquin Road Schaumburg, Illinois 60196 (Name and Address of Agent For Service) ------------------------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) Per Share Price Fee Common Stock, par value $3.00, N/A (4) N/A (4) N/A(4) N/A (4) including Preferred Stock Purchase Rights(2)(3) (1) An indeterminate number of additional shares may be issued if the anti- dilution adjustment provisions of the plan become operative. (2) Prior to the occurrence of certain events, the Preferred Stock Purchase Rights will not be evidenced separately from the Common Stock. (3) Includes an indeterminate number of interests related to the Common Stock to be issued under the Plan, all of which are generally nontransferable, including stock options and stock equivalents. (4) Registration fee has already been paid. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. 5 Opinion and consent of McDermott, Will & Emery. 23(b) The Consent of McDermott, Will & Emery is included in Exhibit 5. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Schaumburg, State of Illinois, on the 30th day of May, 2000. MOTOROLA, INC. By: /s/ Anthony M. Knapp Anthony M. Knapp, Senior Vice President and Controller POWER OF ATTORNEY Each of the hereby constitutes and appoints Christopher B. Galvin, Robert L. Growney, Carl F. Koenemann and Anthony M. Knapp, and each of them, as attorneys for him and in his name, place and stead, and in any and all capacities, to execute and file any amendments, supplements or statements with attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorney, or any of them, or their or his substitute or substitutes, may or shall lawfully do, or cause to be done, by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 30th day of May, 2000. Signature Title /s/ Christopher B. Galvin* Chairman of the Board and Chief Christopher B. Galvin Executive Officer /s/ Carl F. Koenemann* Executive Vice President and Carl F. Koenemann Chief Financial Officer /s/ Anthony M. Knapp Senior Vice President and Controller Anthony M. Knapp /s/ Ronnie C. Chan* Director Ronnie C. Chan /s/ H. Laurance Fuller* Director H. Laurance Fuller /s/ Robert W. Galvin* Director Robert W. Galvin /s/ Robert L. Growney* Director Robert L. Growney /s/ Anne P. Jones* Director Anne P. Jones /s/ Judy C. Lewent* Director Judy C. Lewent /s/ Dr. Walter E. Massey* Director Dr. Walter E. Massey /s/ Nicholas Negroponte* Director Nicholas Negroponte /s/ John E. Pepper, Jr.* Director John E. Pepper, Jr. /s/ Samuel C. Scott III* Director Samuel C. Scott III /s/ Gary L. Tooker* Director Gary L. Tooker /s/ B. Kenneth West* Director B. Kenneth West /s/ Dr. John A. White* Director Dr. John A. White /s/ Anthony M. Knapp *By: Anthony M. Knapp Attorney-in-Fact EXHIBIT INDEX Exhibit Number Description 5 Opinion and consent of McDermott, Will & Emery.* 23(b) The Consent of McDermott, Will & Emery is included in Exhibit 5. *Filed herewith (..continued)