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As filed with the Securities and Exchange Commission on October 27, 1994
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
TELXON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 74-1666060
(State of Incorporation) (I.R.S. Employer Identification No.)
3330 WEST MARKET STREET, AKRON, OHIO 44333
(Address of Principal Executive Offices)
TELXON CORPORATION
1992 RESTRICTED STOCK PLAN
(Full Title of the Plan)
ROBERT F. MEYERSON ROBERT A. GOODMAN, ESQ.
Chairman, Chief Executive Officer Goodman Weiss Miller Freedman
and President 100 Erieview Plaza, 27th Floor
3330 West Market Street Cleveland, Ohio 44114-1924
Akron, Ohio 44333 (216) 696-3366
(216) 867-3700 (Agent to receive comments and
other communications)
(Name, address and telephone number of agents for service)
____________________
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee(3)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 250,000 shares $12.75 $3,187,500.00 $1,099.14
par value $.01
========================================================================================================
(1) The subject shares of Common Stock of Telxon Corporation (the
"Corporation" or the "Registrant") have been or may be issued pursuant
to the Registrant's 1992 Restricted Stock Plan, as amended (the
"Plan"). Notwithstanding that 225,000 of the subject shares are
outstanding, having been issued pursuant to the Plan, subject to
certain vesting conditions and transferability restrictions, prior to
the filing of this Registration Statement so as to constitute
"restricted securities" within the meaning of General Instruction
C(1)(b) to Form S-8 and, accordingly, for the resale of which a
reoffer prospectus prepared in accordance with the requirements of
Part I of Form S-3 is being filed as part of this Registration
Statement, such 225,000 shares are included in the 250,000 shares
being registered by the Corporation hereunder insofar as the terms of
the Plan permit the Corporation, subject to certain limitations
thereon set forth in the Plan, to reissue said 225,000 shares to the
extent that they are forfeited back to the Corporation by the persons
named in the reoffer prospectus. In accordance with Rule 416, this
Registration Statement also relates to such presently indeterminate
number of additional securities of the Registrant as may become
issuable pursuant to the antidilution provisions of the Plan in the
event of any stock splits, stock dividends or similar transactions
specified in the Plan.
(2) Estimated solely for the purpose of calculating the registration fee,
in accordance with Rule 457(c), on the basis of the average of the
high ($13.25) and low ($12.25) prices of the Registrant's Common Stock
as reported by the NASDAQ National Market System on October 26, 1994.
(3) Insofar as this Registration Statement includes securities offered and
to be offered pursuant to the Plan and also covers the resale of that
portion of those same securities which have heretofore been issued
pursuant to the Plan, all as described in footnote (1) above, no
additional filing fee must be paid with respect to the securities to
be offered for resale as provided in Rule 457(h)(3).
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Commission are
incorporated in this Registration Statement by reference:
(a) The Annual Report of Telxon Corporation (the
"Corporation" or the "Registrant") on Form 10-K for the year ended
March 31, 1994.
(b) Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994.
(c) The description of the Common Stock set forth under
the caption "Item 1. Description of Registrant's Securities to be
Registered" in the Registration Statement on Form 8-A filed by the
Corporation with respect to its Common Stock pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act"), as
amended by Amendment No. 1 thereto filed under cover of a Form 8.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all of the securities offered pursuant to this Registration Statement have been
sold or deregistering all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities being offered pursuant to this
Registration Statement has been passed upon for the Corporation by the law firm
of Goodman Weiss Miller Freedman. Certain attorneys of such firm, in the
aggregate, own 8,440 shares, and have options to acquire an additional 98,500
shares, of the Corporation's Common Stock. Robert A. Goodman, the senior
partner of such firm, is a member of the Board of Directors and the Secretary
of the Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, under which law
the Registrant is incorporated, grants corporations the power to indemnify
their directors, officers, employees and agents in accordance with the
provisions therein set forth. The provisions governing the indemnification by
the Registrant of its directors, officers, employees and agents are set forth
in Article ELEVENTH of the Registrant's Restated Certificate of Incorporation.
Paragraph A of Article ELEVENTH provides in part as follows:
A. The Corporation (1) shall indemnify any person who is or
was a director or officer of the Corporation, and (2) may, in the
discretion of the Board of Directors, indemnify any person who is or
was an employee or agent of the Corporation, where such director,
officer, employee or agent 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
(other than an action by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
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 if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was lawful.
Paragraphs B, C, D and E of Article ELEVENTH provide as follows:
B. The Corporation (1) shall indemnify any person who is or
was a director or officer of the Corporation, and (2) may, in the
discretion of the Board of Directors, indemnify any person who is or
was an employee or agent of the Corporation, where such director,
officer, employee or agent was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of
the Corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement
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of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
C. To the extent that a director, officer, employee or agent
of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Paragraph A
or B of this Article ELEVENTH, or in the defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
D. Any indemnification under Paragraph A or B of this Article
ELEVENTH (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standards of
conduct set forth in Paragraph A and B of this Article ELEVENTH. Such
determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding, or (2) if such quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.
E. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount if it shall ultimately be determined that
he is entitled to be indemnified by the Corporation as authorized in
this Article ELEVENTH.
Paragraph F of Article ELEVENTH provides in part as follows:
F. The indemnification and advancement of expenses provided
by this Article ELEVENTH shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of
expenses may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
The Registrant maintains and pays the premium on contracts insuring
the Registrant (with certain exclusions) against any liability to directors and
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officers it may incur under the above indemnity provisions and insuring each
director and officer of the Registrant (with certain exclusions) against
liability and expense, including legal fees, which he may incur by reason of
his relationship to the Registrant, even if the Registrant does not have the
obligation or right to indemnify him against such liability or expense.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Plan pursuant to which the subject shares have been or may be
issued provides for the granting thereof to employees of the Registrant and its
Subsidiaries and Affiliates (as such latter two terms are defined in the Plan)
who are selected by the committee which administers the Plan in recognition of
their past or expected contributions to the success and growth of the
Registrant, a Subsidiary or an Affiliate. Insofar as each of the existing
awards under the Plan have been privately made to a limited number of
upper-level management personnel having access to the kind of information
which registration would disclose, each of whom the Corporation reasonably
believed at the time to have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of the
award to him, each award transaction qualifies for the exemption available
under Section 4(2) of the Securities Act of 1933 for "transactions by an
issuer not involving any public offering."
ITEM 8. EXHIBITS (NUMBERED BY REFERENCE TO ITEM 601 OF REGULATION S-K).
*4.1 Portions of the Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 2(a) to Amendment No. 1 to the
Registration Statement on Form 8-A filed by the Registrant
with respect to its Common Stock pursuant to Section 12(g) of
the Exchange Act and incorporated herein by reference)
pertaining to the rights of holders of Registrant's Common
Stock.
*4.2 Portions of the Amended and Restated By-laws of the
Registrant, as amended (filed as Exhibit 2(b) to Amendment No.
1 to the Registration Statement on Form 8-A filed by the
Registrant with respect to its Common Stock pursuant to
Section 12(g) of the Exchange Act and incorporated herein by
reference), pertaining to the rights of holders of
Registrant's Common Stock.
*4.3 Form of Certificate for the Registrant's Common Stock, par
value $.01 per share, filed as Exhibit 4.2 to the Registrant's
Annual Report on Form 10-K filed for the year ended March 31,
1990 and incorporated herein by reference.
*4.4 Form of Rights Agreement, dated as of August 25, 1987, between
the Registrant and Ameritrust Company National Association, as
Rights Agent, filed as Exhibit 2(c) to Amendment No. 1 to the
Registration Statement on Form 8-A filed by the Registrant
with respect to its Common Stock pursuant to Section 12(g) of
the Exchange Act and incorporated herein by reference.
*4.5 Form of Rights Certificate (included as Exhibit A to the
Rights Agreement included as Exhibit 4.4 to this Registration
Statement). Until the Distribution Date (as defined in the
Rights Agreement),
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the Rights Agreement provides that the Common Stock purchase
rights created thereunder are evidenced by the certificates for
Registrant's Common Stock (the form of which is included as
Exhibit 4.3 to this Registration Statement, which stock
certificates are deemed also to be certificates for such
Common Stock purchase rights) and not by separate Rights
Certificates; as soon as practicable after the Distribution
Date, Rights Certificates will be mailed to each holder of the
Registrant's Common Stock as of the close of business on the
Distribution Date.
**5.1 Opinion of Goodman Weiss Miller Freedman.
**23.1 Consent of Coopers & Lybrand L.L.P.
**23.2 Consent of Goodman Weiss Miller Freedman (incorporated into
Exhibit 5.1 hereto).
**24.1 Power of Attorney executed by the directors and principal
officers of the Registrant.
__________________
*Previously filed.
**Filed herewith.
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; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs A.1(i) and A.1(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
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2. That, for the purpose 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 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. 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 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.
C. 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 Act and
will be governed by the final adjudication of such issue.
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<TABLE>
TELXON CORPORATION
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(b) OF REGULATION S-K
FOR REOFFER PROSPECTUS INCLUDED
PURSUANT TO GENERAL INSTRUCTION C
TO FORM S-8
<CAPTION>
PROSPECTUS CAPTION
ITEM OF FORM S-3 OR LOCATION
---------------- ------------------
<S> <C> <C>
1. Forepart of Registration Statement Outside Front Cover
and Outside Front Cover Page of Page; Cross Reference
Prospectus Sheet
2. Inside Front and Outside Back Cover Inside Front Cover Page;
Pages of Prospectus Table of Contents
3. Summary Information, Risk Factors and Incorporation of Certain
Ratio of Earnings to Fixed Charges Information by Reference
4. Use of Proceeds Outside Front Cover Page
5. Determination of Offering Price Outside Front Cover
Page; Plan of
Distribution
6. Dilution *
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be *
Registered
10. Interests of Named Experts and Counsel Experts; Legal Matters
11. Material Changes *
12. Incorporation of Certain Information Incorporation of Certain
by Reference Information by Reference
13. Disclosure of Commission Position on Available Information
Indemnification for Securities Act
Liabilities
<FN>
__________________
*Not applicable.
</TABLE>
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________________________________________________________________________________
PROSPECTUS
- ----------
225,000 SHARES
TELXON CORPORATION
COMMON STOCK, PAR VALUE $.01 PER SHARE
225,000 Shares (the "Shares") of Common Stock, par value $.01 per
share ("Common Stock"), of Telxon Corporation ("Telxon" or the "Company") may
be offered for sale from time to time by and for the account of certain
stockholders of Telxon (the "Selling Stockholders"). See "Selling
Stockholders". The Selling Stockholders acquired the Shares pursuant to awards
made to them by the Company at various times prior to the date hereof under the
Company's 1992 Restricted Stock Plan, as amended (the "Plan"). In accordance
with the terms of the Plan, the Shares were awarded to each Selling Stockholder
as restricted stock subject to one or more vesting conditions required to be
satisfied as of various subsequent dates (in the event any such condition is
not satisfied, the Shares subject thereto are forfeited back to the Company by
the Selling Stockholder) and to restrictions on the transferability of such
Shares until the respective vesting dates (the period for which such conditions
and restrictions apply to a particular portion of the Shares held by a Selling
Stockholder being referred to as the "Restricted Period"). Upon and after the
satisfaction of such vesting conditions and the lapse of such transfer
restrictions, the Selling Stockholders (including any pledges, donees,
transferees or other successors in interest thereof) may sell the subject
Shares from time to time in one or more transactions (which may include block
trades) on any exchange or in the over-the-counter market on which the Common
Stock is then traded, in negotiated transactions or through a combination of
such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing prices or
at negotiated prices. See "Plan of Distribution".
Telxon will not receive any of the proceeds from any sale of the
Shares. All expenses relating to any distribution of the Shares are generally
to be borne by Telxon, other than any underwriting and selling discounts and
commissions and any fees and expenses of counsel and other representatives of
the Selling Stockholders, which will be borne by the Selling Stockholders.
Telxon's Common Stock is traded in the over-the-counter market and is quoted on
the NASDAQ National Market System. On October 26, 1994, the last reported sales
price of the Common Stock on the NASDAQ National Market System was $12.25
per share.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER
FEDERAL, STATE OR FOREIGN REGULATORY AUTHORITY (COLLECTIVELY,
"GOVERNMENTAL AUTHORITIES"), NOR HAS ANY SUCH GOVERNMENTAL
AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 27, 1994
________________________________________________________________________________
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
Available Information ............................................... 1
Incorporation of Certain Information by Reference ................... 2
Selling Stockholders ................................................ 3
Plan of Distribution ................................................ 8
Experts ............................................................. 8
Legal Matters ....................................................... 9
</TABLE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND ANY INFORMATION OR
REPRESENTATION NOT CONTAINED OR INCORPORATED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY TELXON OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS
IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY PERSON IN
ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER OR
SOLICITATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SHARES TO
ANY PERSON IN ANY CIRCUMSTANCES WHERE SUCH OFFER WOULD BE UNLAWFUL.
IN CONNECTION WITH ANY UNDERWRITTEN OFFERING, THE UNDERWRITER MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE
OF THE SHARES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET SYSTEM
OR OTHERWISE. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
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AVAILABLE INFORMATION
Telxon is subject to the informational requirements of the Securities
and Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). The Registration Statement (as defined
below) of which this Prospectus forms a part, as well as reports, proxy
statements and other information filed by Telxon, may be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N. W., Washington, D.C. 20549 and at the Commission's regional offices
at CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies
of such material can be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N. W., Washington, D.C. 20549.
Telxon has filed with the Commission a registration statement on
Form S-8 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act") with respect to the Common Stock issuable under the Plan, including the
Shares being offered pursuant to this Prospectus. This Prospectus does not
contain all information set forth in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission. The Registration Statement may be inspected and copied at the
public reference facilities maintained by the Commission at the address set
forth in the preceding paragraph. Statements contained herein concerning the
provisions of any documents are not necessarily complete, and in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
Telxon's Restated Certificate of Incorporation provides for the
indemnification of directors, officers, employees and agents of Telxon against
expenses reasonably incurred with respect to civil or criminal actions, suits
or proceedings (except actions by or in the right of Telxon) provided that such
director, officer, employee or agent, with respect to civil matters, acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of Telxon, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Respecting actions or suits by or in the right of Telxon, the Restated
Certificate of Incorporation provides for the indemnification of directors,
officers, employees and agents of Telxon against expenses reasonably incurred
if he or she acted in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of Telxon. However, no indemnification
may be made in respect of any such claim, issue or matter as to which such
person shall have been adjudged to be liable to Telxon except to the extent
that the Court of Chancery of Delaware or the court in which such action or
suit was brought shall determine that, despite such adjudication and in view of
all of the circumstances of the case, such person is entitled to such indemnity
as such court deems proper. Telxon maintains and pays the premium on contracts
insuring Telxon (with certain exclusions) against any liability to directors
and officers it may incur under
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the indemnification provisions hereinabove described and insuring each director
and officer of Telxon (with certain exclusions) against liability and expense,
including legal fees, which he or she may incur by reason of his or her
relationship to Telxon, even if Telxon does not have the obligation or right to
indemnify him against such liability or expense.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Telxon pursuant to the foregoing provisions, Telxon has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed with the Commission,
are hereby incorporated by reference:
1. Telxon's Annual Report on Form 10-K for the fiscal year ended March
31, 1994;
2. Telxon's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994; and
3. The description of the Common Stock set forth under the caption "Item
1. Description of Registrant's Securities to be Registered" in the
Registration Statement on Form 8-A filed by Telxon with respect to its
Common Stock pursuant to Section 12(g) of the Securities Exchange Act
of 1934 (the "Exchange Act"), as amended by Amendment No. 1 thereto
filed under cover of a Form 8.
All documents subsequently filed by Telxon after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the termination of the offering made hereby, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statements as modified or superseded shall be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Telxon will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the documents referred
to above which have been or may be incorporated by reference in this Prospectus
(not including exhibits to the information incorporated by reference unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Requests for such documents may be made by
writing the Secretary of Telxon Corporation at the Company's principal
executive offices, 3330 West Market Street, Akron, Ohio 44333 or by calling
(216) 867-3700.
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SELLING STOCKHOLDERS
The shares of Telxon Common Stock covered by this Prospectus have been
acquired by the Selling Stockholders pursuant to awards made to them under the
Plan as further described on the cover page hereof. The Selling Stockholders
may sell their respective Shares only after the vesting conditions and
transferability restrictions applicable to each award are satisfied and
terminate upon the expiration of the applicable Restricted Period. The number
of Shares which may actually be sold by the Selling Stockholders will be
determined from time to time by the Selling Stockholders and will depend on a
number of factors, including the market price of the Company's Common Stock
from time to time. The table below sets forth information as of August 31, 1994
concerning the Shares and any other Common Stock beneficially owned by each of
the Selling Stockholders (which beneficial ownership information has been
furnished by the respective Selling Stockholders), their respective positions
with the Company and, where specified below, its subsidiaries within the past
three years and the period(s) for which they have held such positions.
<TABLE>
<CAPTION>
Shares of Percent of Shares Which
Telxon Total Common May be Sold
Common Stock Stock Out- Pursuant to
Selling Stockholder Presently Owned standing(1) this Offering
- ------------------- --------------- -------- -------------
<S> <C> <C> <C>
Frank E. Brick -- Senior 54,150(2) (3) 50,000(2)
Executive Vice
President [October
1993 to present]
John H. Cribb -- 99,335(4)(5) (3) 15,000(4)
Senior Vice President
[August 1994 to present];
President, International
Division [January 1993
to present]; and Senior
Vice President of
International
Operations [January
1990 to January 1993]
Aubrey E. Easterlin -- 10,000(6) (3) 10,000(6)
Vice President,
Strategic Accounts
[May 1994 to present]
Gerald J. Gabriel -- 11,234(7)(8) (3) 5,000(7)
Corporate Controller
[July 1990 to present]
</TABLE>
3
<PAGE> 15
<TABLE>
<CAPTION>
Shares of Percent of Shares Which
Telxon Total Common May be Sold
Common Stock Stock Out- Pursuant to
Selling Stockholder Presently Owned standing(1) this Offering
- ------------------- --------------- -------- -------------
<S> <C> <C> <C>
Steven L. Galvanoni -- 30,610(6)(9) (3) 10,000(6)
Senior Vice President,
Strategic Accounts
[May 1993 to present];
President [September
1994 to present], Vice
President, Sales &
Marketing [December
1992 to September
1994], and a Director
[December 1992 to July
1993 and September
1994 to present], The
Retail Technology
Group, Inc.
(subsidiary); and
Senior Vice President,
Sales & Marketing
[November 1992 to May
1993]
D. Michael Grimes -- 132,318(10)(11) (3) 20,000(10)
Senior Vice President
[August 1994 to
present]; Chairman
[September 1994 to
present], President
[April 1994 to
September 1994] and a
Director [April 1994
to present], AIRONET
Wireless Comminica-
tions, Inc.
(subsidiary);
President [December
1992 to March 1994]
and a Director
[December 1992 to
present], The Retail
Technology Group, Inc.
(subsidiary); Vice
President, Channels
Marketing & Major
Accounts [June 1992 to
December 1992]; and
Senior Vice President,
Strategic Planning &
Business Development
[December 1990 to May
1992]
</TABLE>
4
<PAGE> 16
<TABLE>
<CAPTION>
Shares of Percent of Shares Which
Telxon Total Common May be Sold
Common Stock Stock Out- Pursuant to
Selling Stockholder Presently Owned standing(1) this Offering
- ------------------- --------------- -------- -------------
<S> <C> <C> <C>
Kenneth W. Haver -- 5,359(7) (3) 5,000(7)
Treasurer [August 1994
to present]; and Vice
President, Financial
Planning [September
1993 to present] (12)
David D. Loadman -- Vice 6,490(7)(13) (3) 5,000(7)
President, Global
Technology [May 1994
to present]; Vice
President, Systems
Engineering Group
[August 1993 to May
1994]; Director,
Communication Systems
[November 1992 to
August 1993];
Director, Software
Communication Systems
[August 1992 to
November 1992]; and
Product Manager,
Hardware [September
1991 to August 1992]
William J. Murphy -- 64,550(14)(15) (3) 25,000(14)
Senior Vice President
[August 1994 to
present]; President,
North America Division
[July 1994 to
present]; Executive
Vice President, North
American Operations
[June 1993 to July
1994] Vice President,
North American Sales &
Marketing [March 1993
to May 1993];Area Vice
President, East
[November 1992 to
January 1993]; and
District Manager
[September 1989 to
November 1992]
</TABLE>
5
<PAGE> 17
<TABLE>
<CAPTION>
Shares of Percent of Shares Which
Telxon Total Common May be Sold
Common Stock Stock Out- Pursuant to
Selling Stockholder Presently Owned standing(1) this Offering
- ------------------- --------------- -------- -------------
<S> <C> <C> <C>
Dan R. Wipff -- 195,256(16)(17) 1.25% 80,000(16)
Senior Executive
Vice President
[August 1994 to
present]; President
and Chief Executive
Officer, Telxon
Products, Inc.
(subsidiary) [July
1994 to present];
President [October
1992 to July 1994];
Chief Operating
Officer [October 1989
to July 1994]; Chief
Financial Officer
[October 1989 to July
1990, October 1990 to
September 1991 and
December 1991 to
July 1994]; Senior
Executive Vice
President [October
1989 to October 1992];
and a Director [April
1974 to September 1979
and September 1980 to
present]
<FN>
__________________
(1) Computed in accordance with Rule 13d-3 based upon the 15,460,393
shares of Telxon Common Stock outstanding as of August 31, 1994.
(2) Includes five blocks of 10,000 Shares each awarded under the Plan
which are subject to Restricted Periods ending October 27, 1994, 1995,
1996, 1997 and 1998, respectively.
(3) Less than 1%.
(4) Includes 2,500 Shares awarded under the Plan which have vested, 2,500
Shares awarded under the Plan which are subject to a Restricted Period
ending May 18, 1995 and five blocks of 2,000 Shares each awarded under
the Plan which are subject to Restricted Periods ending July 18, 1995,
1996, 1997, 1998 and 1999, respectively.
(5) Also includes 1,000 shares of Common Stock owned by Mr. Cribb's wife
(as to which Mr. Cribb disclaims beneficial ownership) and 83,335
shares of Common Stock which he can acquire within 60 days by exercise
of options.
(6) Includes five blocks of 2,000 Shares each awarded under the Plan which
are subject to Restricted Periods ending July 18, 1995, 1996, 1997,
1998 and 1999, respectively.
</TABLE>
6
<PAGE> 18
(7) Includes five blocks of 1,000 Shares each awarded under the Plan which
are subject to Restricted Periods ending July 18, 1995, 1996, 1997,
1998 and 1999, respectively.
(8) Also includes 6,234 shares of Common Stock which he can acquire within
60 days by exercise of options.
(9) Also includes 4,110 shares of Common Stock held by a trust for the
benefit of one of Mr. Galvanoni's children (as to which Mr. Galvanoni
disclaims beneficial ownership) and 16,500 shares of Common Stock
which he can acquire within 60 days by exercise of options.
(10) Includes five blocks of 4,000 Shares each awarded under the Plan which
are subject to Restricted Periods ending July 18, 1995, 1996, 1997,
1998 and 1999, respectively.
(11) Also includes 17,542 shares of Common Stock owned by Mr. Grimes' wife
(as to which Mr. Grimes disclaims beneficial ownership) and 66,670
shares of Common Stock which he can acquire within 60 days by
exercise of options.
(12) In addition to the offices with Telxon shown, Mr. Haver also holds
corresponding offices with all, and in certain cases also serves as
a Director of, Telxon subsidiaries.
(13) Also includes 1,490 shares of Common Stock which he can acquire within
60 days by exercise of options.
(14) Includes 3,000 Shares awarded under the Plan which have vested, four
blocks of 3,000 Shares each awarded under the Plan which are subject
to Restricted Periods ending May 18, 1995, 1996, 1997 and 1998,
respectively, and five blocks of 2,000 Shares each awarded under the
Plan which are subject to Restricted Periods ending July 18, 1995,
1996, 1997, 1998 and 1999, respectively.
(15) Also includes 1,000 shares of Common Stock owned by Mr. Murphy's wife
(as to which he disclaims beneficial ownership) and 38,100 shares of
Common Stock which he may acquire within 60 days by exercise of
options.
(16) Includes 40,000 Shares awarded under the Plan which have fully vested
and two blocks of 20,000 Shares each awarded under the Plan which
are subject to Restricted Periods ending December 29, 1994 and 1995,
respectively.
(17) Also includes 114,756 shares of Common Stock which he can acquire
within 60 days by exercise of options.
Because each Selling Stockholder may sell all or any part of his
Shares, no estimate can be made as to the number or percentage of shares of
Common Stock that will be held by any Selling Stockholder upon the termination
of any offering made hereunder.
7
<PAGE> 19
PLAN OF DISTRIBUTION
Any Shares sold hereunder will be sold by the Selling Stockholders (or
by their pledgees, donees, transferees or other successors in interest, if any,
which persons are included within the meaning of each reference to the "Selling
Stockholders" under this caption) for their own accounts. Telxon will receive
none of the proceeds from any sale of the Shares.
The Selling Stockholders may sell Shares from time to time in one or
more transactions on any exchange or in the over-the-counter market on which
the Common Stock is then traded, in negotiated transactions or through a
combination of such methods of sale, at fixed prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing prices or at negotiated prices. The Selling Stockholders may effect
such transactions by selling the Shares to or through broker-dealers, who may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders or the purchaser for whom such broker-dealers may act
as agent or to whom they may sell as principal, or both (which compensation as
to a particular broker-dealer may be in excess of customary compensation). The
forms of transactions in which the Shares may be sold may include any one or
more of the following: (a) block trades in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in accordance
with the rules of an exchange, if any, on which the Common Stock is then
traded; and (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. In addition, the Shares covered by this Prospectus
which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Prospectus.
The Selling Stockholders and any broker-dealers buying the Shares
from, or affecting transactions in the Shares on behalf of, the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act. Any compensation and discounts received by such
broker-dealers, and any profits on the resale of the Shares by such
broker-dealers, may be deemed to be underwriters' discounts and commissions
under the Securities Act.
EXPERTS
The audited, consolidated financial statements of Telxon included in
Telxon's Annual Report on Form 10-K for the fiscal year ended March 31, 1994,
which are incorporated by reference in this Prospectus, have been audited by
Coopers & Lybrand, independent auditors, as stated in their report appearing
therein, which includes an explanatory paragraph related to a consolidated
class action, and are incorporated by reference in reliance upon the report of
such firm and upon its authority as an expert in accounting and auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and auditors' reports,
which financial statements and schedules will have been examined to the extent
8
<PAGE> 20
and for the period set forth in such reports by the firm or firms rendering
such reports, and, to the extent so examined and consent to incorporation by
reference is given, will be incorporated herein by reference in reliance upon
such reports given upon the authority of such firms as experts in accounting
and auditing.
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby has been
passed upon for Telxon by Goodman Weiss Miller Freedman, Cleveland, Ohio.
Certain members of such firm own 8,440 shares, and have options to acquire an
additional 98,500 shares, of Telxon Common Stock. Robert A. Goodman, the
senior partner of such firm, is a member of the Board of Directors and the
Secretary of Telxon.
9
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Akron, State of Ohio, on October 27, 1994.
TELXON CORPORATION
By /s/ Robert F. Meyerson
------------------------------
Robert F. Meyerson, Chairman,
Chief Executive Officer
and President
<PAGE> 22
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
NAME TITLE DATE
---- ----- ----
* J. Robert Anderson Director October 27, 1994
- ----------------------------
J. Robert Anderson
/s/ Gerald J. Gabriel Corporate Controller October 27, 1994
- ---------------------------- (principal accounting
Gerald J. Gabriel officer)
* Robert A. Goodman Director October 27, 1994
- ----------------------------
Robert A. Goodman
/s/ Robert F. Meyerson Chief Executive October 27, 1994
- ---------------------------- Officer (principal
Robert F. Meyerson executive officer)
and Director
* Raj Reddy Director October 27, 1994
- ----------------------------
Raj Reddy
* Norton W. Rose Director October 27, 1994
- ----------------------------
Norton W. Rose
* Walter J. Salmon Director October 27, 1994
- ----------------------------
Walter J. Salmon
/s/ David B. Swank Senior Vice President October 27, 1994
- ---------------------------- of Finance and
David B. Swank Administration and
Chief Financial Officer
(principal financial
officer)
* Dan R. Wipff Director October 27, 1994
- ----------------------------
Dan R. Wipff
___________________________
*The undersigned does hereby sign this Registration Statement on behalf of
the above persons pursuant to the power of attorney duly executed and filed
with the Securities and Exchange Commission as Exhibit 24.1 hereto, all in the
capacities indicated on this 27th day of October, 1994.
By: /s/ Robert F. Meyerson
----------------------------------
Robert F. Meyerson, Attorney-in-Fact
<PAGE> 23
INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBER (NUMBERED BY REFERENCE TO ITEM 601 OF REGULATION
---------------------------------------------------------------
NUMBERED PAGE S-K) AND DESCRIPTION
- ------------- --------------------
* 4.1 Portions of the Restated Certificate of
Incorporation of the Registrant (filed as
Exhibit 2(a) to Amendment No. 1 to the
Registration Statement on Form 8-A filed by
the Registrant with respect to its Common
Stock pursuant to Section 12(g) of the
Exchange Act and incorporated herein by
reference) pertaining to the rights of
holders of Registrant's Common Stock.
* 4.2 Portions of the Amended and Restated By-laws
of the Registrant, as amended (filed as
Exhibit 2(b) to Amendment No. 1 to the
Registration Statement on Form 8-A filed by
the Registrant with respect to its Common
Stock pursuant to Section 12(g) of the
Exchange Act and incorporated herein by
reference), pertaining to the rights of
holders of Registrant's Common Stock.
* 4.3 Form of Certificate for the Registrant's
Common Stock, par value $.01 per share, filed
as Exhibit 4.2 to the Registrant's Annual
Report on Form 10-K filed for the year ended
March 31, 1990 and incorporated herein by
reference.
* 4.4 Form of Rights Agreement, dated as of August
25, 1987, between the Registrant and
Ameritrust Company National Association, as
Rights Agent, filed as Exhibit 2(c) to
Amendment No. 1 to the Registration Statement
on Form 8-A filed by the Registrant with
respect to its Common Stock pursuant to
Section 12(g) of the Exchange Act and
incorporated herein by reference.
* 4.5 Form of Rights Certificate (included as
Exhibit A to the Rights Agreement included as
Exhibit 4.4 to this Registration Statement).
Until the Distribution Date (as defined in
the Rights Agreement), the Rights Agreement
provides that the Common Stock purchase
rights created thereunder are evidenced by
the certificates for Registrant's Common
Stock (the form of which is included as
Exhibit 4.3 to this Registration Statement,
which stock certificates are deemed also to
be certificates for such Common Stock
purchase rights) and not by separate Rights
Certificates; as soon as practicable after
the Distribution Date, Rights Certificates
will be mailed to each holder of the
Registrant's Common Stock as of the close of
business on the Distribution Date.
** 5.1 Opinion of Goodman Weiss Miller Freedman.
<PAGE> 24
** 23.1 Consent of Coopers & Lybrand L.L.P.
** 23.3 Consent of Goodman Weiss Miller Freedman
(incorporated into Exhibit 5.1 hereto).
** 24.1 Power of Attorney executed by the directors
and principal officers of the Registrant.
_________________________
*Previously filed.
**Filed herewith.
<PAGE> 1
EXHIBIT 5.1
GOODMAN WEISS MILLER FREEDMAN
100 Erieview Plaza, 27th Floor
Cleveland, Ohio 44114-1824
Telephone: (216) 696-3366
Telecopier: (216) 363-5835
October 27, 1994
Board of Directors
Telxon Corporation
3330 West Market Street
Akron, Ohio 44333
Re: Registration Statement on Form S-8 of Common Stock Issuable Pursuant
to 1992 Restricted Stock Plan (including Reoffer Prospectus for
Officers holding Restricted Securities awarded thereunder)
Gentlemen:
We are rendering this opinion in connection with the registration by
Telxon Corporation, a Delaware corporation (the "Company"), under the
Securities Act of 1933, as amended (the "Act"), pursuant to a registration
statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission, of the 250,000 shares (the "Shares") of
common stock of the Company, par value $.01 per share, issuable pursuant to the
Company's 1992 Restricted Stock Plan, as amended (the "Plan"). At various
times prior to the date hereof, awards aggregating 225,000 Shares have been
made under the Plan, subject to certain vesting conditions and transferability
restrictions (together, the "Restrictions"), to ten of the Company's officers
(collectively, the "Selling Stockholders"). In accordance with General
Instruction C to Form S-8, the Registration Statement will include a reoffer
prospectus, prepared in accordance with the requirements of Part I of Form S-3,
relating to the Shares heretofore awarded to the Selling Stockholders (the
"Reoffer Prospectus"), which Shares meet the definition of "restricted
securities" in Rule 144(a)(3).
We have prepared the Registration Statement on behalf of the Company
in our capacity as its general counsel. In connection therewith, we have
examined and/or relied upon:
<PAGE> 2
Board of Directors
Telxon Corporation
October 27, 1994
Page 2
(a) The Plan;
(b) The Restricted Stock Award Agreements which have been
made by the Company with the Selling Stockholders with respect to the
Shares awarded to them, which agreements set forth the Restrictions
applicable thereto and the respective purchase prices and other terms
and conditions of such awards, and confirmation from the Company as
to the payment of the applicable purchase prices thereunder;
(c) The written explanatory information, of the type and
scope required by Part I of Form S-8 to be provided to employees
offered securities pursuant to an employee benefit plan such as the
Plan, which has been provided to the Selling Stockholders, which
information we understand the Company intends to provide, in
substantially similar form and content, to each employee to whom
Shares may be awarded under the Plan in the future;
(d) The Registration Statement, including the Reoffer
Prospectus; and
(e) The Restated Certificate of Incorporation and Amended
and Restated By-Laws, as further amended, of the Company (together,
the "Charter Documents") and the other exhibits to the Registration
Statement.
In addition, we have reviewed such other documents and have made such inquiries
of officers and directors of the Company and other persons as we have deemed
necessary to enable us to express the opinion hereinbelow set forth.
Based on and subject to the foregoing, we are of the opinion that the
Shares awarded to the Selling Stockholders are, and (i) subject to (1) the
effectiveness of the Registration Statement, (2) compliance with the document
delivery and updating requirements of Part I of Form S-8 and of Rule 428(b)
promulgated under the Act and with applicable state securities laws and (3)
payment of such purchase price as is required to be paid with respect to such
future awards and (ii) provided that the Charter Documents and all applicable
laws, rules and regulations then in effect are the same as such Charter
Documents, laws, rules and regulations as are in effect as of the date hereof,
any Shares hereafter awarded under and in accordance with the Plan will be,
legally issued, fully paid and non-assessable under the General Corporation Law
of the State of Delaware under which the Company is incorporated, subject in
all cases to the vesting conditions and transferability restrictions applicable
thereto under the terms of the Plan or imposed in accordance herewith.
We hereby consent to the filing of a copy of this opinion as an
Exhibit to the Registration Statement and to the reference to this firm
appearing under the caption "Legal Matters" in the Reoffer Prospectus or any
amendment or
<PAGE> 3
Board of Directors
Telxon Corporation
October 27, 1994
Page 3
supplement thereto. In giving such consent, we do not thereby concede that we
are within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Goodman Weiss Miller Freedman
GOODMAN WEISS MILLER FREEDMAN
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this Registration
Statement of Telxon Corporation on Form S-8 with respect to the registrant's
1992 Restricted Stock Plan, as amended, including the Reoffer Prospectus
included in this Registration Statement for certain Selling Stockholders
awarded shares under said Plan, of our report dated June 27, 1994, which
includes an explanatory paragraph related to a Consolidated Class Action, on
our audits of the consolidated financial statements and financial statement
schedules of Telxon Corporation and Subsidiaries, as of March 31, 1994 and
1993, and for each of the three years in the period ended March 31, 1994,
appearing on page 28 of the Annual Report of Telxon Corporation on Form 10-K
for the year ended March 31, 1994. We also consent to the reference to our
Firm under the caption "Experts" appearing in the Reoffer Prospectus.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Akron, Ohio
October 24, 1994
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of TELXON CORPORATION, a Delaware corporation ("Registrant"),
hereby constitutes and appoints Robert F. Meyerson and Dan R. Wipff, his
attorneys-in-fact and agents, and each of them, with full power to act without
the other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to prepare or cause to be prepared and to sign a
Registration Statement on Form S-8 under the provisions of the Securities Act
of 1933, with respect to shares of Registrant's Common Stock, par value $.01
per share, issued or to be issued to grantees of awards heretofore or hereafter
made under the Registrant's 1992 Restricted Stock Plan and the resale thereof
by the grantees of awards made under said Plan, and any and all amendments to
such Registration Statement and to file the same, including all exhibits
thereto and other documents required in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might and could do in
person, hereby ratifying and affirming all that said attorneys-in-fact and
agents and either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE> 2
IN WITNESS WHEREOF, each of the undersigned has executed this instrument
as of the 2nd day of March, 1994.
NAME TITLE
---- -----
/s/ J. Robert Anderson Director
- --------------------------------------
J. Robert Anderson
/s/ Robert A. Goodman Director
- --------------------------------------
Robert A. Goodman
/s/ Robert F. Meyerson Chief Executive Officer (principal
- -------------------------------------- executive offer), Chairman of the
Robert F. Meyerson Board and Director
/s/ Raj Reddy Director
- --------------------------------------
Raj Reddy
/s/ Norton W. Rose Director
- --------------------------------------
Norton W. Rose
/s/ Walter J. Salmon Director
- --------------------------------------
Walter J. Salmon
/s/ Dan R. Wipff President, Chief Operating Officer,
- -------------------------------------- Chief Financial Officer (principal
Dan R. Wipff accounting and financial officer)
and Director
