SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K -------- 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): October 22, 2001 Motorola, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-7221 (Commission File Number) 36-1115800 (I.R.S. Employer Identification No.) 1303 East Algonquin Road, Schaumburg, Illinois (Address of principal executive offices) Registrant's telephone number, including area code: (847) 576-5000 Not applicable (Former name or former address, if changed since last report.) Item 5. Other Events Pursuant to Rule 135c under the Securities Act of 1933 (the "Securities Act"), Motorola, Inc., a Delaware corporation (the "Company"), disclosed in a press release that it intends to issue $400 million aggregate principal amount of senior notes due 2011 (the "Notes"). The press release disclosed that the Company intends to use the proceeds from the issuance of the Notes to reduce short-term indebtedness and for general corporate purposes. The press release also disclosed that the Notes will not be registered under the Securities Act, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and that the Company has agreed that after the issuance of the Notes it will file a registration statement relating to an exchange offer for the Notes under the Securities Act. 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. MOTOROLA, INC. Dated: October 22, 2001 By: /s/ Carl F. Koenemann --------------------- Carl F. Koenemann Executive Vice President and Chief Financial Officer EXHIBIT INDEX The following exhibits are filed herewith. Exhibit No. Document 99 Press release dated October 22, 2001.