<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2000
REGISTRATION NO. 333-44202
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SYMBOL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 11-2308681
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
ONE SYMBOL PLAZA
HOLTSVILLE, NY 11742
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
RESTATED TELXON CORPORATION 1990 STOCK OPTION PLAN
RESTATED TELXON CORPORATION 1990 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
STOCK OPTION AGREEMENTS
(Full Title of Plans)
---------------
LEONARD H. GOLDNER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SYMBOL TECHNOLOGIES, INC.
ONE SYMBOL PLAZA
HOLTSVILLE, NEW YORK 11742
631-738-2400
(Name and address of agent for service)
---------------
Approximate date of commencement of proposed sale to employees: From time
to time after the effective date of this Registration Statement and the
effective time of the merger of Telxon Corporation with a wholly-owned
subsidiary of Symbol Technologies.
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM REGISTRATION
REGISTERED REGISTERED(1) OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE(2) FEE(2)
------------------------- --------------- ------------------------- ----------------------------- -------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share......... 1,742,316 N/A N/A $0
</TABLE>
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(1) This Post-Effective Amendment on Form S-8 covers 1,742,316 shares of Symbol
common stock originally registered on the Registration Statement on Form
S-4 (File No. 333-44202) filed with the Securities and Exchange Commission
on August 21, 2000 to which this Amendment relates.
(2) Symbol previously paid $110,077 upon the initial filing of the Registration
Statement to register 11,974,715 shares of Symbol common stock issuable to
former stockholders of Telxon Corporation, including 1,742,316 shares of
Symbol common stock issuable pursuant to the above referenced Plans.
--------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
Symbol Technologies, Inc. ("Symbol" or the "registrant") hereby amends its
Registration Statement on the Form S-4 (the "Form S-4") by filing this
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 (this "Amendment")
relating to up to 1,742,316 shares of common stock, par value $.01 per share, of
Symbol ("Symbol Common Stock") issuable by Symbol in connection with the
exercise of stock options that have been granted under the Restated Telxon
Corporation 1990 Stock Option Plan and certain stock option agreements, the
Restated Telxon Corporation 1990 Stock Option Plan for Non-Employee Directors
(collectively, the "Plans") and became options to purchase shares of Symbol
Common Stock as described below. All of such shares of Symbol Common Stock were
originally registered pursuant to the Form S-4.
On November 30, 2000, TX Acquisition Corporation, a Delaware corporation
and a wholly owned subsidiary of Symbol ("Merger Sub"), merged (the "Merger")
with and into Telxon Corporation, a Delaware corporation ("Telxon"), pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 25,
2000, among Symbol, Merger Sub and Telxon. At the time the Merger was
consummated (the "Effective Time"), among other things, each share of common
stock of Telxon issued and outstanding immediately prior to the Effective Time
was converted into 0.5 (the "Exchange Ratio") of a share of Symbol Common Stock.
Pursuant to the Merger Agreement the outstanding stock options granted under the
Plans are no longer exercisable for the common stock of Telxon but, instead, are
exercisable for Symbol Common Stock. Symbol Common Stock is substituted for
common stock of Telxon under the Plans at the Exchange Ratio, as set forth in
the Merger Agreement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
All information required by Part I to be contained in the Prospectus is
omitted from this Amendment in accordance with Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Symbol with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated herein by reference:
(a) Symbol's Annual Report on Form 10-K for the year ended December 31, 1999.
(b) Symbol's Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30, and September 30, 2000.
<PAGE>
(c) Symbol's Proxy Statement filed on April 6, 2000.
(d) The description of Symbol Common Stock contained in Symbol's Registration
Statement on Form 8-A dated October 11, 1979, including any amendments or
reports filed with the Commission for the purpose of updating such
description.
All documents subsequently filed by Symbol pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained herein or 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. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Symbol Common Stock to be issued in
connection with the Plans was passed upon for Symbol by Leonard H. Goldner,
Senior Vice President and General Counsel of Symbol. As of October 1, 2000, Mr.
Goldner owned in the aggregate 368,063 Symbol shares. In addition, as of October
1, 2000, Mr. Goldner owned options to purchase an aggregate of 406,874 Symbol
shares (including options to purchase 91,250 shares held by trust, of which Mr.
Goldner is a co-trustee and a beneficiary). As of October 1, 2000, Mr. Goldner's
wife owned 6,150 Symbol shares and is co-trustee and a beneficiary of a trust,
which owned options to purchase 168,749 Symbol shares. Mr. Goldner disclaims
beneficial ownership of any shares held by his wife or this trust.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation has the power to indemnify its officers, directors, employees and
agents (or persons serving in such positions in another entity at the request
of the corporation) against the expenses, including attorneys' fees, judgments,
fines or settlement amounts actually and reasonably incurred by them in
connection with the defense of any action by reason of being or having been
directors or officers, if such person shall have acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation (and, with respect to any criminal action, had no reasonable cause
to believe the person's conduct was unlawful), except that, if such action
shall be by or in the right of the corporation, no such indemnification shall
be provided as to any claim, issue or matter as to which such person shall have
been judged to have been liable to the corporation unless and to the extent
that the Court of Chancery of the State of Delaware, or another court in which
the suit was brought, shall determine upon application that, in view of all of
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity.
The registrant's bylaws provide that it shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (including but not limited to any action or suit by or in the
right of the registrant to procure a judgement in its favor) by reason of the
fact that he is or was a director or officer of the registrant, or is or was
serving at the request of the registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise in any capacity, against expenses (including attorneys' fees),
judgments fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding; provided, however,
that no indemnification shall be made to or on behalf of any person if such
indemnification would be prohibited under applicable law. The foregoing
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, agreement, vote of stockholders or
otherwise.
As permitted by Section 102 of the DGCL, the registrant's Certificate of
Incorporation provides that no director shall be personally liable to the
registrant or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except for liability (i) for breaches of the director's
duty of loyalty to the registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for the unlawful payment of dividends or
unlawful stock purchases or redemptions under Section 174 of the DGCL or (iv)
for any transaction from which the director derived an improper personal
benefit.
Section 145 of the DGCL also provides that a corporation has the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation (or who was serving at
the request of the corporation in such position at another entity) against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such
liability under the DGCL. All of the directors and officers of the registrant
are covered by insurance policies maintained and held in effect by the
registrant against liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933, as amended, subject to certain
exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
1
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change in such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(d) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(e) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (d) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offering
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(f) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in the
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
(g) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Holtsville, New York on December 1,
2000.
SYMBOL TECHNOLOGIES, INC.
By: /s/ Leonard H. Goldner as
Attorney-In-Fact
-------------------------------
Name: Tomo Razmilovic
Title: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on December 1, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------------------------------------------- --------------------------------------
<S> <C>
President and Chief Executive
/s/ Leonard H. Goldner as Attorney-In-Fact Officer (Principal Executive Officer)
------------------------------------------ and Director
Tomo Razmilovic
Senior Vice President-Finance and
/s/ Kenneth V. Jaeggi Chief Financial Officer (Principal
------------------------------------------ Financial Officer)
Kenneth V. Jaeggi
/s/ Robert W. Korkuc Vice President (Principal Accounting
------------------------------------------ Officer)
Robert W. Korkuc
/s/ Leonard H. Goldner as Attorney-In-Fact Chairman of the Board and Director
------------------------------------------
Jerome Swartz
/s/ Leonard H. Goldner as Attorney-In-Fact Director
------------------------------------------
Raymond R. Martino
/s/ Leonard H. Goldner as Attorney-In-Fact Director
------------------------------------------
Harvey P. Mallement
/s/ Leonard H. Goldner as Attorney-In-Fact Director
------------------------------------------
George Bugliarello
/s/ Leonard H. Goldner as Attorney-In-Fact Director
------------------------------------------
Charles B. Wang
/s/ Leonard H. Goldner as Attorney-In-Fact Director
------------------------------------------
Leo A. Guthart
Director
------------------------------------------
James H. Simons
</TABLE>
3
