8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): November 9, 2004

Motorola, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-7221	36-1115800
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  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 8.01. Other Events.

On November 9, 2004, Motorola, Inc. issued a press release announcing that Motorola, Inc. will distribute its remaining equity interest in Freescale Semiconductor, Inc. on December 2, 2004 to Motorola, Inc. shareholders of record as of November 26, 2004.

Item 9.01. Financial Statements and Exhibits.

(c) The following is filed as an Exhibit to this Report:

Exhibit Number 99.1. Press release by Motorola, Inc. dated November 9, 2004 announcing Spin-Off Date of December 2, 2004.

SIGNATURES

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, Inc.
November 11, 2004	By:	A. Peter Lawson
		Name: A. Peter Lawson
		Title: Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release by Motorola, Inc. dated November 9, 2004 announcing Spin-Off Date of December 2, 2004.

EX-99.1

Motorola Declares Spin-Off Date of December 2, 2004

SCHAUMBURG, Ill. – November 9, 2004 – The board of directors of Motorola, Inc. (NYSE: MOT) announced today that the company will distribute its equity interest in Freescale Semiconductor, Inc. (NYSE: FSL) to Motorola shareholders on December 2, 2004.

Motorola expects to distribute to its shareholders approximately .11 of a share of Freescale Semiconductor Class B common stock for each outstanding share of Motorola common stock they own on the record date of November 26, 2004. The actual distribution ratio will be set on the record date. Cash will be delivered in lieu of fractional share interests to Motorola shareholders entitled to receive less than one share of Freescale Semiconductor Class B common stock. The distribution is structured to be tax-free to Motorola shareholders (other than with respect to any cash received in lieu of fractional shares).

“We are very pleased to report that the full separation of Freescale is imminent,” said Ed Zander, chairman and CEO of Motorola. “With the separation, Motorola has created two distinct companies with clearly defined business strategies and investment characteristics. Freescale Semiconductor is an independent global leader in semiconductors and Motorola remains a global leader in wireless, broadband and automotive communications technologies. We look forward to building on Motorola’s successes and advancing our vision of bringing Seamless Mobility to customers around the world.”

Freescale Semiconductor Class B common stock is expected to begin trading on the New York Stock Exchange under the symbol “FSL.B” following the date of the distribution. Freescale Semiconductor Class A common stock will continue to trade under the symbol “FSL.”

Given the nature of the transaction, holders of Motorola common stock who sell shares on or before December 2, 2004 will also be selling their entitlement to receive shares of Freescale Semiconductor Class B common stock in the distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of selling Motorola common stock before the distribution.

An information statement describing the distribution will be mailed to Motorola shareholders following the record date. Motorola shareholders will not be required to pay cash or other consideration when the Freescale Semiconductor Class B shares are distributed to them or to surrender or exchange their shares of Motorola common stock to receive the distribution.

About Motorola
Motorola, Inc. (NYSE: MOT) is a global leader in wireless, broadband and automotive communications technologies that help make life smarter, safer, simpler, synchronized and fun. Sales in 2003 were US $27.1 billion. Motorola creates innovative technological solutions that benefit people at home, at work and on the move. The company also is a progressive corporate citizen dedicated to operating ethically, protecting the environment and supporting the communities in which it does business. For more information, please visit www.motorola.com.

About Freescale Semiconductor
Freescale Semiconductor, Inc. (NYSE:FSL) is a global leader in the design and manufacture of embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. Freescale became a publicly traded company in July 2004 after more than 50 years as part of Motorola, Inc. (NYSE:MOT). The company is based in Austin, Texas, and has design, research and development, manufacturing or sales operations in more than 30 countries. Freescale Semiconductor’s 2003 sales were US $4.9 billion. For more information, please visit www.freescale.com.

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Media Contacts:
Juli Burda
Motorola
Juli.Burda@motorola.com
+1-847-538-5625

Tim Doke
Freescale Semiconductor
Tim.Doke@Freescale.com
+1-512-895-1791