8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  January 28, 2011

ZEBRA TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-19406	36-2675536
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
475 Half Day Road, Suite 500, Lincolnshire, Illinois		60069
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  847-634-6700

(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 240.13c-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On January 28, 2011, Zebra Technologies Corporation (“Zebra” or the “Company”) and Zebra Enterprise Solutions Holdings LLC (“ZES”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Cargotec Corporation (“Cargotec”) and Cargotec U.S. Manufacturing Oy, an indirect subsidiary of Cargotec (the “Buyer”) to sell all of the issued and outstanding limited liability membership interests of ZES held by Zebra to Buyer for a cash consideration of $191.6 million, subject to adjustment for the cash, indebtedness and working capital position of ZES at closing. Fifteen percent (15%) of the closing consideration will be placed in escrow to secure indemnification obligations. ZES, also known as Navis, is a global solutions provider of operating systems to coordinate and automate the planning and management of container and equipment moves in marine terminals and other complex and demanding business environments. The transaction also includes certain business operations serving marine terminal customers that comprised a small part of Zebra’s 2007 acquisition of WhereNet, including the WhereNet Marine Terminal Solution product line. All other elements of WhereNet, such as real time location, tags and readers, will remain with Zebra.

A copy of the Securities Purchase Agreement will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The Securities Purchase Agreement contains customary representations, warranties, covenants and agreements made by the Company, ZES, Cargotec and the Buyer as of specific dates and are subject to qualifications and limitations, including by information contained in disclosure schedules that the parties exchanged upon execution of the Securities Purchase Agreement. In addition, certain representations and warranties may be subject to contractual standards of materiality that may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Stockholders are not third-party beneficiaries under the Securities Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries.

The transaction is expected to close in the first quarter of 2011. Investors are cautioned, however, that Zebra may not be able to complete the proposed transaction on the terms summarized above or other acceptable terms, or at all, due to a number of factors, including the failure of the parties to satisfy the closing conditions set forth in the Securities Purchase Agreement.

There are no material relationships among the Company, ZES, Cargotec and Buyer or any of their respective affiliates, other than with respect to the Securities Purchase Agreement and the related ancillary agreements.

For further information, please refer to the press release of the Company, dated January 31, 2011, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the execution of the Securities Purchase Agreement, William J. Walsh, Senior Vice President and General Manager, Zebra Enterprise Solutions, has entered into an agreement with Buyer and Cargotec which becomes effective upon the closing of the sale transaction. Mr. Walsh’s employment with the Company will terminate effective as of closing of the transaction.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits. The following Exhibit is being furnished herewith:

Exhibit Number	Description of Exhibits
99.1	Registrant’s Press Release dated January 31, 2011.

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.

	ZEBRA TECHNOLOGIES CORPORATION
Date: February 1, 2011	By:	/s/  Jim L. Kaput
		Jim Kaput
		SVP, General Counsel and Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:
Investors:	Media:
Douglas A. Fox, CFA	Orlando De Bruce
Vice President, Investor Relations and Treasurer +1 847 793 6735 dfox@zebra.com	Director, Global Public Relations +1 510 267 5052 odebruce@zebra.com

Zebra Technologies Announces Divestiture of Navis

Company to focus on core specialty printing, RFID and location solutions

Lincolnshire, IL, January 31, 2011—Zebra Technologies Corporation (NASDAQ: ZBRA) today announced that it has entered into a definitive agreement to sell its Navis business to Cargotec Corporation (NASDAQ OMX Helsinki: CGCBV) for approximately $190 million in cash. The transaction is expected to be completed during the first quarter of 2011, subject to regulatory approvals, customary closing conditions and working capital adjustments. Management estimates that the sale will result in an after-tax gain of $30-$40 million, which will be recorded in the period in which the transaction is completed.

The transaction also includes certain business operations serving marine terminal customers that comprised a small part of Zebra’s 2007 acquisition of WhereNet, including the WhereNet Marine Terminal Solution product line. All other elements of WhereNet, such as real time location, tags and readers, will remain with Zebra.

“Following the sale of Navis, Zebra will benefit from a sharper focus on its core business to drive consistent long-term growth, extend industry leadership and deliver greater returns to shareholders,” said Anders Gustafsson, Zebra’s Chief Executive Officer. “Our suite of products, solutions and technologies positions Zebra as the innovation leader in asset tracking with specialty printing, RFID, and real-time locating solutions that can be applied to solving customer challenges across a broad range of industries and applications. This commitment to our core business will enable us to better direct our resources to those activities that offer the highest risk-adjusted returns, including returning capital to shareholders through our share repurchase program.”

Based on a strategic review of its business, the company determined that the highly industry-specific nature of Navis limited its application in other industries and was insufficiently aligned with the core business. Navis is a leading global solutions provider of operating systems to coordinate and automate the planning and management of container and equipment moves in marine terminals and other complex and demanding business environments.

Mr. Gustafsson continued, “We will continue to drive profitable growth through global expansion in under-served regions, investing in product and channel development, and building stronger customer relationships through large system integrators and independent software vendors.”

About Zebra Technologies

Zebra Technologies Corporation (NASDAQ: ZBRA) provides the broadest range of innovative technology solutions to identify, track, and manage the deployment of critical assets for improved business efficiency. Zebra’s products include reliable on-demand printers and state-of-the-art software and hardware solutions utilizing a wide array of automatic identification technologies. By enabling improvements in sourcing, visibility, security and accuracy, Zebra helps its customers to put the right asset in the right place at the right time. Zebra serves more than 90 percent of Fortune 500 companies worldwide. For more information about Zebra’s solutions, visit http://www.zebra.com.

To the extent that this news release discusses expectations about the proposed sale or otherwise makes statements about the future, including with regard to Zebra’s future growth and financial performance, such statements are forward-looking, as defined by the Private Securities Litigation Reform Act of 1995, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made herein. These factors include the risk that the proposed sale may not be completed and that Zebra may not perform at the level of current expectations. Other risks, uncertainties and other factors that could affect the company’s future operations and results can be found in Zebra’s filings with the Securities and Exchange Commission. In particular, readers are referred to Zebra’s Form 10-K for the year ended December 31, 2009, and in the company’s subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and press releases. Zebra undertakes no obligation, other than as may be required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this release.

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