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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): March 21, 2007
Motorola, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-7221
(Commission File Number)
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36-1115800
(I.R.S. Employer Identification No.) |
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1303 East Algonquin Road, Schaumburg, Illinois
(Address of Principal Executive Offices)
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60196
(Zip code) |
(847) 576-5000
(Registrants Telephone Number, Including Area Code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 21, 2007, Motorola, Inc. (the Company) announced that:
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Gregory Q. Brown, age 46, currently Executive Vice President of the Company and President,
Networks and Enterprise, has been elected to the position of President and Chief Operating
Officer of the Company, effective as of March 21, 2007; |
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Thomas J. Meredith, age 56, a member of Motorolas Board of Directors since January 2005,
will become acting Chief Financial Officer of the Company,
effective as of April 1, 2007; and |
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David W. Devonshire, age 61, currently Executive Vice President and Chief Financial Officer
of the Company, will retire from his current position on April 1, 2007. |
Certain
information called for by this item relating to business experience
and certain relationships will be provided by amendment to this
filing within four business days after such information becomes
available.
Item 7.01. Regulation FD Disclosure.
The information in this Form 8-K that is furnished under this Item 7.01 Regulation FD Disclosure
and the related Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18
of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly set forth by specific reference in
such filing.
On March 21, 2007, the Company issued a press release announcing: (1) revised sales and earnings
guidance for the first quarter of 2007, (2) an updated perspective on financial performance for the
full year 2007, (3) a $3.0 billion increase in the aggregate size of the Companys current share
repurchase program to $7.5 billion, (4) that the Company has entered into a $2.0 billion
accelerated share repurchase agreement, and (5) the organizational leadership changes described in
Item 5.02 above.
A copy of the press release is attached hereto as Exhibit 99.1.
Item 8.01. Other Events.
On March 21, 2007, the Company announced that its Board of Directors has authorized a $3.0 billion
increase in the aggregate size of the Companys existing $4.5 billion, 36-month share repurchase
program that commenced in July 2006. Under the enhanced share repurchase program, the Company is
now authorized to repurchase an aggregate of up to $7.5 billion of its outstanding common shares
(including approximately $1.0 billion of shares already purchased under the existing program to
date) during the same period.
Under the enhanced $7.5 billion share repurchase program, the Company will repurchase shares from
time to time for cash in open-market transactions or in privately negotiated transactions in
accordance with applicable federal securities laws. The timing and amount of the repurchases will
be determined by the Companys management based on their evaluation of market conditions,
share price and other factors. The share repurchase program may be suspended or discontinued at
any time.
The Company also announced on March 21, 2007 that it has entered into a $2.0 billion accelerated
share repurchase (the ASR) agreement. Under the agreement, Motorola will immediately pay $2.0
billion and will receive a substantial majority of the shares to be delivered under the agreement
within four weeks. The specific number of shares to be repurchased is generally based on the
volume weighted average share price of the Companys common shares during the term of the ASR
agreement, subject to collar provisions that establish the minimum and maximum numbers of shares.
The Company expects the final delivery of any additional shares to occur before the end of 2007,
although in certain circumstances the completion date may be shortened or extended. All of the
repurchased shares will be retired.
Upon completion of the ASR, the Company will have repurchased $3.0 billion of the $7.5 billion of
repurchases now authorized under the enhanced program. With the ASR, since May 2005, when the
Company commenced its first-ever stock repurchase program, the Company will have purchased a total
of $7.0 billion of shares out of the aggregate $11.5 billion of authorized repurchases.
Item 9.01 Financial Statements and Exhibits.
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(c)
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Exhibits |
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The following exhibits are furnished as part of this Report: |
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Exhibit
Number
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Description |
99.1
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Press Release by Motorola, Inc. dated March 21, 2007,
announcing: (1) revised sales and earnings guidance for the
first quarter of 2007, (2) an updated perspective on
financial performance for the full year 2007, (3) a $3.0
billion increase in the aggregate size of the Companys
current share repurchase program to $7.5 billion, (4) that
the Company has entered into a $2.0 billion accelerated
share repurchase agreement, and (5) organizational
leadership changes. |
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 thereunto duly authorized.
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MOTOROLA, INC.
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Dated: March 21, 2007 |
By: |
/s/ Steven J. Strobel
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Steven J. Strobel |
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Senior Vice President and Corporate Controller |
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EXHIBIT INDEX
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Exhibit No.
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Document |
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99.1
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Press Release by Motorola, Inc. dated March 21, 2007, announcing: (1) revised sales and
earnings guidance for the first quarter of 2007, (2) an updated perspective on financial
performance for the full year 2007, (3) a $3.0 billion increase in the aggregate size of the
Companys current share repurchase program to $7.5 billion, (4) that the Company has entered
into a $2.0 billion accelerated share repurchase agreement, and (5) organizational leadership
changes. |