S-8

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As filed with the Securities and Exchange Commission on March 19, 2002

Registration No. 333-        

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

ZEBRA TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	36-2675536
(State or other jurisdiction of of incorporation or organization)	(IRS Employer Identification Number)

333 Corporate Woods Parkway, Vernon Hills, Illinois 60061-3109, (847) 634-6700
(Address of Principal Executive Offices including Zip Code)

Zebra Technologies Corporation 1997 Stock Option Plan
(Full title of plans)

Edward L. Kaplan
333 Corporate Woods Parkway, Vernon Hills, Illinois 60061-3109, (847) 634-6700
(Name, address and telephone number of agent for service)

Copies to:

MATTHEW S. BROWN, ESQ.
MARK D. WOOD, ESQ.
Katten Muchin Zavis
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661-3693

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Class A Common Stock, $0.01 par value(3)	2,250,000 shares	$56.47	$127,057,500	$11,690

(1)

This registration statement also covers an indeterminate number of additional shares of Class A Common Stock which may be issued under the anti-dilution and other adjustment provisions of the Zebra Technologies Corporation 1997 Stock Option Plan pursuant to Rule 416(a) of the Securities Act of 1933.

(2)

Based upon the high and low sales prices of Zebra Technologies Corporation Class A Common Stock as reported on the Nasdaq National Market on March 15, 2002; these amounts are used solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act.

(3)

Includes associated Class A Rights to purchase 1/10,000 of a share of the Series A Junior Participating Preferred Stock, par value $0.01 per share, of Zebra Technologies Corporation. Such rights initially attached to and trade with the Class A Common Stock. The value attributable to such Class A Rights, if any, is reflected in the market price of the Class A Common Stock.

INTRODUCTION

        This Registration Statement on Form S-8 registers additional securities of the same class as other securities for which a registration statement on Form S-8 relating to the Zebra Technologies Corporation 1997 Stock Option Plan is effective. In accordance with General Instruction E to Form S-8, the Company incorporates by reference the contents of the Company's Registration Statement on Form S-8, File No. 333-63009, filed with the Securities and Exchange Commission on September 4, 1998.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        The following documents previously filed with the SEC by Zebra Technologies Corporation are incorporated by reference into this registration statement:

1.

The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000;



2.

The Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2001, June 30, 2001 and September 29, 2001;



3.

The Company's Current Reports on Form 8-K dated July 31, 2001 and March 13, 2002;



4.

The description of the Company's Class A Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on July 15, 1991 pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), and all amendments thereto and reports filed for the purpose of updating such description; and



5.

The description of the Class A Preferred Stock Purchase Rights contained in the Company's Registration Statement on Form 8-A filed with the Securities Exchange Commission on March 15, 2002 pursuant to Section 12 of the Exchange Act, and all amendments thereto and reports filed for the purpose of updating such description.

        In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing of a post-effective amendment indicating that all securities offered pursuant to this Registration Statement have been sold or deregistering all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8. Exhibits

4.1	Zebra Technologies Corporation 1997 Stock Option Plan, effective February 11, 1997, filed as Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and incorporated herein by reference
4.2	1st Amendment to the Zebra Technologies Corporation 1997 Stock Option Plan, filed as Exhibit 4.2 to the Company's Registration Statement on Form S-8, File No. 333-63009, as filed with the Securities and Exchange Commission on September 8, 1998, and incorporated herein by reference
4.3	Second Amendment to the Zebra Technologies Corporation 1997 Stock Option Plan, filed as Exhibit 4.3 to the Company's Registration Statement on Form S-8, File No. 333-63009, as filed with the Securities and Exchange Commission on September 8, 1998, and incorporated herein by reference
4.4	Third Amendment to the Zebra Technologies Corporation 1997 Stock Option Plan

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4.5	Form of Stock Option Agreement, filed as Exhibit 4.4 to the Company's Registration Statement on Form S-8, File No. 333-63009, as filed with the Securities and Exchange Commission on September 8, 1998, and incorporated herein by reference
4.6	Certificate of Incorporation of the Company, as amended, filed as Exhibit 3.1 to the Company's Registration Statement on Form S-3, File No. 333-33315, as filed with the Securities and Exchange Commission on August 11, 1997, and incorporated herein by reference
4.7	Bylaws of the Company, filed as an Exhibit to the Company's Registration Statement on Form S-1, File No. 33-41576, and incorporated herein by reference
4.8	Amendment to Bylaws of the Company, filed as an Exhibit to the Company's 1992 Annual Report on Form 10-K, and incorporated herein by reference
4.9	Specimen stock certificate representing Class A Common Stock, filed as an Exhibit to the Company's Registration Statement on Form S-1, File No. 33-41576, and incorporated herein by reference
4.10	Rights Agreement, dated as of March 14, 2002, between the Company and Mellon Investor Services LLC, filed as Exhibit 1 to the Company's Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on March 15, 2002, and incorporated herein by reference.
5	Opinion of Katten Muchin Zavis as to the legality of securities being registered (including consent)
23.1	Consent of KPMG LLP, independent public accountants
23.2	Consent of Katten Muchin Zavis (included in Exhibit 5)
24	Power of Attorney (included on the signature page of this registration statement)

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe 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 Vernon Hills, State of Illinois, on March 19, 2002.

ZEBRA TECHNOLOGIES CORPORATION
By:	/s/  EDWARD L. KAPLAN Edward L. Kaplan Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Edward L. Kaplan, Charles R. Whitchurch and Matthew S. Brown, and each of them, his true and lawful attorneys-in-fact and agent, with full power of substitution and revocation, to sign on his behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each such person might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

        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 March 19, 2002.

Signatures	Title
/s/  EDWARD L. KAPLAN Edward L. Kaplan	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
/s/  GERHARD CLESS Gerhard Cless	Executive Vice President, Secretary and Director
/s/  CHARLES R. WHITCHURCH Charles R. Whitchurch	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
/s/  CHRISTOPHER G. KNOWLES Christopher G. Knowles	Director
/s/  DAVID P. RILEY David P. Riley	Director
/s/  MICHAEL A. SMITH Michael A. Smith	Director

INDEX TO EXHIBITS

Exhibits	Description
4.4	Third Amendment to the Zebra Technologies Corporation 1997 Stock Option Plan
5	Opinion of Katten Muchin Zavis as to the legality of the securities being registered (consent included)
23.1	Consent of KPMG LLP, independent public accountants
23.2	Consent of Katten Muchin Zavis (included in Exhibit 5)
24	Power of Attorney (included on the signature page of this registration statement)

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INTRODUCTION
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
Item 8. Exhibits

SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS

EX-4.4

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Exhibit 4.4

THIRD AMENDMENT
TO THE
ZEBRA TECHNOLOGIES CORPORATION
1997 STOCK OPTION PLAN

        Section 4.1 of the Zebra Technologies Corporation 1997 Stock Option Plan is amended and restated in its entirety to read as follows:

        "4.1 Number of Shares. Subject to the adjustment under Section 4.6, the total number of shares of Common Stock reserved and available for distribution pursuant to Options under the Plan shall be 4,250,000 shares of Common Stock authorized for issuance on the Effective Date. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares."

Dated as of May 18, 1999.

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Exhibit 4.4

EX-5

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Exhibit 5

March 19, 2002

Zebra Technologies Corporation
333 Corporate Woods Parkway
Vernon Hills, Illinois 60061

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

        We have acted as counsel for Zebra Technologies Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the Company's registration of 2,250,000 shares of its Class A Common Stock, $0.01 par value per share (including the associated Class A Preferred Stock Purchase Rights, the "Common Stock"), issuable pursuant to the Zebra Technologies Corporation 1997 Stock Option Plan (the "Plan"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

        In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such instruments, documents and records as we have deemed relevant and necessary to examine for the purpose of this opinion, including (a) the Registration Statement, (b) the Company's Certificate of Incorporation, as amended, (c) the Company's By-laws, as amended, (d) the Plan, (e) forms of options agreements under the Plan, (f) records of proceedings of the stockholders and Board of Directors of the Company and (g) such other instruments, documents, statements and records of the Company and others as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion.

        In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies.

        Based upon and subject to the foregoing, we are of the opinion that the 2,250,000 shares of Common Stock issuable under the Plan, when issued and delivered by the Company and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable securities of the Company.

Zebra Technologies Corporation
March 19, 2002
Page 2

        Our opinion expressed above is limited to the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware constitution and the reported judicial decisions interpreting such laws, and we do not express any opinion herein concerning any other laws. This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention.

        We hereby consent to the use of this opinion for filing as Exhibit 5 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the related rules and regulations thereunder.

Very truly yours,

KATTEN MUCHIN ZAVIS

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Exhibit 5

EX-23.1

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CONSENT OF KPMG LLP

The Stockholders and Board of Directors
Zebra Technologies Corporation:

        We consent to incorporation by reference in this registration statement on Form S-8 of Zebra Technologies Corporation of our report dated January 31, 2001, with respect to the consolidated balance sheets of Zebra Technologies Corporation and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of earnings and comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2000, and the related schedule, which report appears in the December 31, 2000 annual report on Form 10-K of Zebra Technologies Corporation.

/s/KPMG LLP

Chicago, Illinois
March 14, 2002

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CONSENT OF KPMG LLP