AUSTIN, Texas -- Motorola Inc. filed an S-1 registration statement with the U.S. Securities and Exchange Commission (SEC) Wednesday (Dec. 17), an important step in the spinout of its roughly $5 billion semiconductor operation into a publicly traded company.
The filing was made by a temporary entity called SPS Spinco, Inc., which will operate Motorola's semiconductor operations following the initial public offering. The new name for Motorola's SPS will be selected prior to the offering.
Following Wednesday's S-1 filing, it is customary for the SEC to spend several months making suggestions about the filing. Once SEC approval is obtained, Motorola executives are expected to go on the traditional press and analysts tour to drum up interest in the stock prior to the initial public offering.
If that timetable holds true for Motorola, the IPO would occur sometime next spring.
Then, it will be up to the market to determine if Motorola's chip operation has what it takes to compete, unencumbered and unsupported by the mother ship of Motorola Inc. The relationship between the chip operation and the mother company has frayed as SPS racked up deep losses during the three-year chip downturn.
Managers at the semiconductor operations, in turn, have complained that the parent company's cellphone operation could demand that specially-designed chips be created and sold at low prices to the internal cellphone operation. In some cases, the chips were not bought at all, as the personal communications system (PCS) division turned to other commercial chip vendors, Will Strauss, an analyst with Foreward Concepts (Phoenix), said recently.
The filing comes just a day after Motorola Inc. named former Sun Microsystems president and COO Edward Zander as president and CEO of Motorola, the $26 billion parent company. Scott Anderson was named president of the SPS operation in April 2003, following several years as head of the automotive IC unit within SPS. Anderson has spent nearly all of his career at Motorola, beginning as a chip design engineer.
Motorola (Schaumburg, Ill.) said SPS Spinco intends to issue shares of its Class A common stock in an initial public offering. Following the initial public offering, Motorola will own all the outstanding shares of SPS Spinco's Class B common stock. Motorola later intends to distribute all of its ownership interest in SPS Spinco to Motorola's common shareholders in a tax-free spin-off by means of a special dividend. The distribution is anticipated to occur prior to the end of 2004.
Completion of the deal, Motorola said, depends on the Internal Revenue Service deciding in favor of Motorola's position that the distribution should be free of U.S. federal income taxes.