<PAGE> 1
As filed with the Securities and Exchange Commission on October 27, 1994.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------
TELXON CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 74-1666060
(State of or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3330 WEST MARKET STREET, AKRON, OHIO 44333
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
-------------------
ROBERT F. MEYERSON
Chief Executive Officer and Chairman of the Board
3330 West Market Street
Akron, Ohio 44313
(216) 867-3700
(Address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
ROBERT A. GOODMAN, ESQ.
Goodman Weiss Miller Freedman
100 Erieview Plaza, 27th Floor
Cleveland, Ohio 44114
(216) 696-3366
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
At such time after this Registration Statement becomes effective
as the Selling Stockholders may deem advisable.
-------------------
<PAGE> 2
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Each Class of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price(*) Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share 56,067 $12.75 $714,854.25 $246.50
==================================================================================================================
<FN>
(*) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low
reported sales price of Telxon's Common Stock as reported on NASDAQ
National Market System on October 26, 1994.
____________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
==================================================================================================================
</TABLE>
2
<PAGE> 3
_____________________________________________________________________________
PROSPECTUS
- ----------
56,067 SHARES
TELXON CORPORATION
COMMON STOCK, PAR VALUE $.01 PER SHARE
56,067 Shares (the "Shares") of Common Stock, par value $.01 per share
(the "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 or their successors in interest (the "Selling
Stockholders"). See "Selling Stockholders". The Shares are a portion of the
total shares of Common Stock of Telxon acquired by the Selling Stockholders
(the "Total Shares") on February 2, 1993 in connection with the acquisition of
Teletransaction Corp., an Ohio corporation ("Teletransaction"), by Telxon
pursuant to a Plan and Agreement of Merger dated as of January 18, 1993 among
Telxon, WSACO, Inc., a Delaware corporation and a wholly-owned subsidiary of
Telxon ("WSACO"), and Teletransaction (the "Plan and Agreement of Merger"). A
Registration Statement with respect to the Shares has been filed with the
Securities and Exchange Commission. In accordance with the terms of the Plan
and Agreement of Merger, the Total Shares are restricted stock subject to
restrictions on transferability until the respective vesting dates applicable
to portions of the Total Shares (the period for which such restrictions apply
to a particular portion of the Total Shares held by a Selling Stockholder being
referred to as the "Restricted Period"). The Restricted Period applicable to
the Shares has lapsed, and the Selling Stockholders may sell the Shares from
time to time in one or more transactions (which may include block trades) in
the over-the-counter market, 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 of any sale of the Shares.
All expenses relating to any distribution of the Shares are to be borne by
Telxon, other than selling commissions and fees and expenses of counsel and
other representatives of 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 NASDAQ National Market System was $12.75 per share.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION 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
______________________________________________________________________________
<PAGE> 4
<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information by Reference . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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.
1
<PAGE> 5
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-3 (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 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 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.
2
<PAGE> 6
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; and
2. 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 on December 19, 1983 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 on or about May 22, 1992 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 Telxon Corporation, Secretary of the Corporation, 3330 West Market
Street, Akron, Ohio 44333 or by calling (216) 867-3700.
THE COMPANY
Telxon designs, develops, manufactures, markets, integrates and
supports a family of portable microcomputers, software and peripheral devices
for on-site data collection, processing and communications. Telxon is a
systems company that delivers total solutions -- solutions that combine
hardware, operating system software, connectivity platforms and applications
software -- to customer business problems in a wide variety of industries
around the world.
3
<PAGE> 7
With Telxon's application system solutions, customers gather, process,
store and communicate data between their management information system and
employees who are collecting the data or processing transactions while mobile
and remote from the host system.
Telxon's application system solutions include standard and customized
hardware (hand-held and vehicle-mounted microcomputers marketed as Portable
Tele-transaction Computers, or PTCs), and applications and communication
software. Product documentation, customized application documentation and
training programs complete Telxon's total approach to application systems
delivery.
Since the early 1970s, Telxon has designed order entry and inventory
systems for retailers and wholesalers in the grocery, drug and hardware
industries. Demand for these systems has expanded as bar code identification
systems have been adopted by more industries, and as the need for timely,
accurate information to reduce costs, improve productivity and enhance service
becomes increasingly important. The systems are now being used by a wide
variety of industries such as retailing, manufacturing, transportation,
financial services and health care, and new applications are constantly
being created.
Telxon markets its systems solutions worldwide. In the United States,
Telxon markets systems primarily through a direct sales and system support
organization and a network of value-added resellers; internationally, systems
are marketed through subsidiaries and branches located in the United Kingdom,
Germany, Australia, France, Belgium, Canada, Italy and Singapore and through
distributors in Europe, Asia, Africa, South America and the Middle East.
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share
held of record on each matter submitted to a vote of stockholders and may
cumulate their votes in the election of directors. Subject to preferences that
may be applicable to any shares of Preferred Stock outstanding at the time and
any restrictions and agreements to which Telxon is a party, the holders of
Common Stock are entitled to receive ratably such dividends as may be declared
by the Board of Directors out of funds legally available therefor and, in the
event of the liquidation, dissolution or winding-up of the Company, are
entitled to share ratably in all assets remaining after payment of all
liabilities. Holders of Common Stock have no preemptive, conversion or
redemption rights.
PREFERRED STOCK
The Board of Directors has the authority to issue up to 500,000 shares
of Preferred Stock in one or more series and to determine (without stockholder
approval) the voting, redemption, and dividend rights, dividend rates,
dissolution preferences, conversion and exchange rights, sinking fund terms and
such other relative, participating, optional or other special rights and
qualifications, limitations or restrictions on any series of Preferred Stock.
No shares of Preferred Stock are currently issued and outstanding.
4
<PAGE> 8
DIVIDEND POLICY
Payment of dividends is within the discretion of the Board of Directors
and will depend on, among other things, earnings, capital requirements and the
operating and financial condition of Telxon. Telxon has not paid other than
nominal dividends for more than the past five years. Telxon intends to
continue its policy of retaining earnings in order to finance the continued
growth and development of its business.
RIGHTS PLAN
In 1987, Telxon's Board of Directors declared a dividend of one Common
Stock purchase right (a "Right") on each outstanding share of Common Stock.
Each Right, when exercisable, entitles the registered holder to purchase one
share of Common Stock at a price of $125 per share (the "Purchase Price"),
subject to adjustment. Unless they become exercisable upon the occurrence of
certain events as described below, or unless earlier redeemed by Telxon, the
Rights will expire on March 31, 1997.
If Telxon is party to a merger or other business combination
transaction (not approved by Telxon's incumbent directors) in which Telxon is
not the surviving corporation, or where the Common Stock is changed or
exchanged, or fifty percent (50%) or more of Telxon's assets or earning power
are sold, each holder of a Right will have the right to receive shares of
publicly-traded common stock of the acquiring company having a market value of
two times the Purchase Price of the Right.
If Telxon is the surviving corporation in a merger and the Common Stock
is not changed or exchanged, or if an acquiring person engages in certain
self-dealing transactions specified in the Rights Agreement relating to the
Rights, or becomes the beneficial owner of twenty-five percent (25%) or more of
the outstanding Common Stock, each holder of a Right (other than the acquiring
person) will have the right to receive Telxon Common Stock having a market
value of two times the then current Purchase Price of the Right.
The Rights Plan discourages hostile takeovers by effectively allowing
Telxon's stockholders to purchase additional shares of Common Stock at a
discount following a hostile acquisition of a large block of Telxon's
outstanding Common Stock, and by increasing the value of consideration to be
received by stockholders in certain transactions following such an acquisition.
The foregoing summary does not purport to be a complete statement of
the Rights and is subject to the detailed provisions of the Rights Plan, to
which reference is made for a more complete description of the Rights.
CERTAIN PROVISIONS OF TELXON'S RESTATED CERTIFICATE OF INCORPORATION
Telxon's Restated Certificate of Incorporation contains certain
provisions that reduce the possibility that a third party could effect a sudden
or surprise change in majority control of the Board without the support of the
then incumbent directors. Telxon has classified its Board such that one-third
of the Board is elected each year to three-year terms of office. In addition,
holders of Telxon's Common Stock may remove a director from office only for
cause and only by the affirmative vote of the holders of at least eighty
percent (80%) of the voting power entitled to vote generally in the election of
directors. One effect
5
<PAGE> 9
of the classification of Telxon's Board is to make it more difficult for a
minority interest to ensure representation on the Board.
Telxon's Restated Certificate prohibits the taking of any action by its
stockholders by written consent, as otherwise permitted by the Delaware General
Corporation Law, and requires that all stockholder action be taken only at a
duly called annual or special meeting of stockholders in which all stockholders
of Telxon have the opportunity to participate.
Telxon's Restated Certificate contains certain procedural requirements
with respect to the nomination of directors by stockholders that require, among
other things, delivery of advance notice of such nominations to the Secretary
of Telxon at prescribed periods prior to the date of the stockholders meeting
at which such nomination is to be considered.
The effect of these provisions may be to deter attempts either to
obtain control of Telxon or to acquire a substantial amount of its stock even
if such a proposed transaction were at a significant premium over the then
prevailing market value of Telxon's Common Stock, and, to deter attempts to
remove the Board of Directors and management of Telxon, even though some or a
majority of the holders of Telxon's Common Stock may believe such actions to be
beneficial.
The foregoing summary does not purport to be a complete statement of
the rights of holders of Telxon Common Stock under Telxon's Restated
Certificate and is qualified in its entirety by reference to the full text of
such instrument.
PRICE RANGE OF COMMON STOCK
Telxon's Common Stock is traded in the over-the-counter market and
quoted on the NASDAQ National Market System (symbol "TLXN"). The following
table indicates the high and low sales prices of the Common Stock as reported
on the NASDAQ National Market System for the periods indicated. Telxon's
fiscal year ends March 31.
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
FISCAL 1994
- -----------
First Quarter ........................ $11.00 $ 6.50
Second Quarter ....................... 12.75 9.25
Third Quarter ........................ 11.75 7.63
Fourth Quarter ....................... 16.63 10.13
FISCAL 1993
- -----------
First Quarter ........................ $24.50 $19.00
Second Quarter ....................... 23.75 19.50
Third Quarter ........................ 21.75 11.50
Fourth Quarter ....................... 12.50 9.75
<FN>
As of August 31, 1994 there were approximately 1,609 holders of record
of Telxon's Common Stock.
</TABLE>
SELLING STOCKHOLDERS
Telxon has agreed to register the 56,067 Shares held by the Selling
Stockholders, as set forth in the table below, pursuant to the provisions of
the
6
<PAGE> 10
Plan and Agreement of Merger dated as of January 18, 1994 among Telxon, WSACO
and Teletransaction. The Plan and Agreement of Merger was entered into in
connection with the acquisition of Teletransaction by Telxon. The Selling
Stockholders are former stockholders of Teletransaction. 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 sets forth information as of August 31, 1994 concerning the
beneficial ownership of the Shares by the Selling Stockholders. All
information as to beneficial ownership prior to this offering has been
furnished by the respective Selling Stockholders.
<TABLE>
<CAPTION>
Percent of
Shares of Total Shares Which
Telxon Common May be Sold
Common Stock Stock Pursuant to
Selling Stockholder Presently Owned Outstanding(1) this Offering
- ------------------- --------------- ----------- -------------
<S> <C> <C> <C>
Yung Fu Chang -- President, 12,000 (5) (2) 4,000
Senior Vice President,
Advanced Research and
Development, Teletransaction
Corporation (subsidiary)
[8/4/94-present]; Senior
Vice President, Advanced
Research and Development
[3/1/93-8/4/94]; Vice
President, Hardware Engineer-
ing [11/9/90-7/31/92].
Nancy H. Meyerson 334,200 (3)(6) 2.16 50,000
Michael Wyss -- Vice President, 6,200 (4) (2) 2,067
Finance [2/1/93-5/20/94]
- ------------------------------------------------------------------------------
All Selling Stockholders 352,400 2.27 56,067
<FN>
_____________
(1) Computed in accordance with Rule 13d-3, based upon the approximately
15,460,393 Shares of Telxon Common Stock outstanding as of August 31, 1994.
(2) Less than 1%.
(3) Includes 222,800 of the Total Shares issued pursuant to the Plan and
Agreement of Merger, one-half of which are subject to a Restricted Period
ending February 2, 1995 and one-half of which are subject to a Restricted
Period ending February 2, 1996.
(4) Includes 4,133 of the Total Shares issued pursuant to the Plan and
Agreement of Merger, one-half of which are subject to a Restricted Period
ending February 2, 1995 and one-half of which are subject to a Restricted
Period ending February 2, 1996.
(5) Includes 8,000 of the Total Shares issued pursuant to the Plan and
Agreement of Merger, one-half of which are subject to a Restricted Period
ending February 2, 1995 and one-half of which are subject to a Restricted
Period ending February 2, 1996.
</TABLE>
7
<PAGE> 11
(6) Does not include any shares of Common Stock owned by Stockholder's husband,
Robert F. Meyerson, as to which Stockholder disclaims beneficial ownership.
Because the Selling Stockholders may sell all or part of their Shares, no
estimate can be given as to the number of shares of Common Stock that will be
held by any Selling Stockholder upon the termination of any offering made
hereby.
REGISTRATION RIGHTS
Under the Plan and Agreement of Merger, Telxon has agreed to maintain the
continuous effectiveness of the Registration Statement of which this Prospectus
is a part for a period of not less than six (6) months from the effective date
of the Registration Statement. Under such provisions, Telxon is entitled to
postpone for a reasonable time registration of the Shares if such registration
would materially adversely affect a proposed financing, reorganization,
recapitalization, merger, consolidation, or similar transaction or if Telxon is
conducting a public offering of capital stock or other securities and the
managing underwriter for such offering concludes in its reasonable judgment
that registration of the Shares would materially adversely affect such other
offering.
PLAN OF DISTRIBUTION
Any Shares sold hereunder will be sold by the Selling Stockholders for
their own accounts. Telxon will receive none of the proceeds from any sale of
the Shares.
The Selling Shareholders may sell Shares from time to time in one or more
transactions (which may include block trades) in the over-the-counter market,
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 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, and
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
have been incorporated by reference in this Prospectus, and have been audited
by Coopers & Lybrand, independent auditors, as stated in its report
appearing therein, which includes an explanatory paragraph related to a
consolidated class action, and
8
<PAGE> 12
are incorporated by reference in reliance upon the report of such firm and 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
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's 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> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth estimated expenses to be incurred by Telxon
in connection with the offering described in this Registration Statement:
SEC registration fee.................. $ 285.17*
EDGAR expenses........................ 500
Legal fees and expenses............... 4,100
Accounting fees and expenses.......... 1,000
---------
Total........................... $5,885.17
____________ =========
The Registrant will bear the expenses of the offering made hereby, except that
the Selling Stockholders will pay their own legal expenses (estimated at
$3,020), which are not included above.
* Actual fee paid.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, under which law
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 Registrant
of its directors, officers, employees and agents are set forth in Section
ELEVENTH of 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 unlawful.
II-1
<PAGE> 14
Paragraphs B, C, D, E and F 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 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 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:
II-2
<PAGE> 15
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.
Registrant maintains and pays the premium on contracts insuring Registrant
(with certain exclusions) against any liability to directors and officers it
may incur under the above indemnity provisions and insuring each director and
officer of Registrant (with certain exclusions) against liability and expense,
including legal fees, which he may incur by reason of his relationship to
Registrant, even if Registrant does not have the obligation or right to
indemnify him against such liability or expense.
ITEM 16. LIST OF EXHIBITS
4.1 Portion of the Restated Certificate of Incorporation of Registrant
pertaining to the rights of holders of Registrant's Common Stock, par
value $.01 per share, incorporated herein by reference to Exhibit
19.ii.1 to Registrant's Quarterly Report on Form 10-Q filed for the
quarter ended December 31, 1987.
4.2 Form of Certificate for Registrant's Common Stock, par value $.01 per
share, incorporated herein by reference to Exhibit 4.2 to Registrant's
Annual Report on Form 10-K filed for the year ended March 31, 1991.
4.3 Amended and Restated By-laws of Registrant incorporated herein by
reference to Exhibit 3.2 to Registrant's Annual Report on Form 10-K
filed for the year ended March 31, 1993.
4.4 Form of Rights Agreement between Registrant and Ameritrust Company
National Association, as Rights Agent, dated as of August 25, 1987,
incorporated herein by reference to Exhibit 4.2 to Registrant's Report
on Form 8-K filed for August 25, 1987.
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 (included in Exhibit 5.1).
24.1 Powers of Attorney.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed
II-3
<PAGE> 16
in the registration statement or any material change to such information in the
registration statement.
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
(d) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that is incorporated by reference in this
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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 of
whether indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF AKRON, STATE OF OHIO, ON THE 27th DAY OF
OCTOBER, 1994.
TELXON CORPORATION
By: /S/ Robert F. Meyerson
--------------------------------
Robert F. Meyerson, Chief
Executive Officer (principal
executive officer) and Chairman
of the Board
II-4
<PAGE> 17
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ON FORM S-3 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED AND ON THE 27th DAY OF OCTOBER, 1994.
Name Title
---- -----
/S/ Robert F. Meyerson Chief Executive Officer (principal
- ------------------------------- executive officer), Chairman of the
Robert F. Meyerson Board, and Director
/S/ David B. Swank Senior Vice President of Finance and
- ------------------------------- Administration and Chief Financial
David B. Swank Officer (principal financial officer)
/S/ Gerald Gabriel Corporate Controller (principal
- ------------------------------- accounting officer)
Gerald Gabriel
/S/ Dan R. Wipff Director
- -------------------------------
Dan R. Wipff*
/S/ Raj Reddy Director
- -------------------------------
Raj Reddy*
/S/ Norton W. Rose Director
- -------------------------------
Norton W. Rose*
/S/ Robert A. Goodman Director
- -------------------------------
Robert A. Goodman*
/S/ J. Robert Anderson Director
- -------------------------------
J. Robert Anderson*
/S/ Walter J. Salmon Director
- -------------------------------
Walter J. Salmon*
_____________
* The undersigned does hereby sign this Registration Statement on Form S-3 on
behalf of the above persons pursuant to powers of attorney duly executed
and filed with the Securities and Exchange Commission as Exhibit 24.1
hereto, all in the capacities indicated and on the 27th day of October,
1994.
/S/ Robert F. Meyerson
------------------------------------
Robert F. Meyerson, Attorney-in-Fact
II-5
<PAGE> 18
<TABLE>
INDEX OF EXHIBITS
<CAPTION>
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- --------
<S> <C> <C>
Exhibit 4.1 Portion of the Restated Certificate of Incorporation
of Registrant pertaining to the rights of holders of
Registrant's Common Stock, par value $.01 per share,
incorporated herein by reference to Exhibit 19.ii.1
to Registrant's Quarterly Report on Form 10-Q filed
for the quarter ended December 31, 1987.
Exhibit 4.2 Form of Certificate for Registrant's Common Stock,
par value $.01 per share, incorporated herein by
reference to Exhibit 4.2 to Registrant's Annual
Report on Form 10-K filed for the year ended March
31, 1991.
Exhibit 4.3 Amended and Restated By-laws of Registrant
incorporated herein by reference to Exhibit 3.2 to
Registrant's Annual Report on Form 10-K filed for the
year ended March 31, 1993.
Exhibit 4.4 Form of Rights Agreement between Registrant and
Ameritrust Company National Association, as Rights
Agent, dated as of August 25, 1987, incorporated
herein by reference to Exhibit 4.2 to Registrant's
Report on Form 8-K filed for August 25, 1987.
Exhibit 5.1 Opinion of Goodman Weiss Miller Freedman. 19
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P. 21
Exhibit 23.2 Consent of Goodman Weiss Miller Freedman (included
in Exhibit 5.1).
Exhibit 24.1 Powers of Attorney. 22
</TABLE>
<PAGE> 1
EXHIBIT 5.1
October 27, 1994
Board of Directors
Telxon Corporation
3330 West Market Street
Akron, Ohio 44333
Re: Registration Statement on Form S-3
Gentlemen:
Telxon Corporation, a Delaware corporation, (the "Company") has today
transmitted for filing with the Securities and Exchange Commission a
Registration Statement on Form S-3 (the "Registration Statement") relating to
Fifty-Six Thousand Sixty-Seven (56,067) shares of the Company's Common Stock,
par value $.01 per share (the "Common Stock").
The 56,067 shares of Common Stock were issued on February 2, 1993 to
certain shareholders (the "Selling Stockholders") of Teletransaction Corp., an
Ohio corporation, ("Teletransaction") pursuant to the terms of a Plan and
Agreement of Merger dated as of January 8, 1993, among the Company, WSACO,
Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and
Teletransaction (the "Agreement").
We have prepared the Registration Statement on behalf of the Company in our
capacity as general counsel to the Company and have reviewed such 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 set
forth herein.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. The 56,067 shares of Common Stock of the Company issued to the
Selling Stockholders pursuant to the terms of the Agreement and covered by
the Registration Statement have been validly issued and are fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm appearing in the
Prospectus, or any amendment or supplement thereto, under the caption "Legal
<PAGE> 2
Board of Directors
Telxon Corporation
October 27, 1994
Page 2
Matters". We also consent to the submission of copies of this opinion to any
state securities commission or authority which may request it.
Very truly yours,
GOODMAN WEISS MILLER FREEDMAN
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of Telxon Corporation on Form
S-3 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 61 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" in the
Prospectus.
COOPERS & LYBRAND L.L.P.
Akron, Ohio
October 24, 1994
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that each of the undersigned officers
and directors of TELXON CORPORATION, a Delaware corporation ("Registrant"),
which is about to file with the Securities and Exchange Commission, Washington,
D. C., under the provisions of the Securities Act of 1933, a Registration
Statement on Form S-3 for the registration of 240,010 Shares of Registrant's
Common Stock, par value $.01 per share, for sale and public offering by and for
the account of certain selling stockholders having the contractual right to the
registration thereof and who will be named in said Registration Statement,
hereby constitutes and appoints Robert F. Meyerson, Dan R. Wipff and Robert A.
Goodman, his attorneys-in-fact and agents, and each of them, with full power to
act without the others, his true and lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities, to prepare and sign said Registration
Statement and any or all amendments thereto, and to file the same with 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 or any of them, or their or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument as
of the date set forth opposite his name.
Name Title Date
---- ----- ----
/s/ Robert F. Meyerson Chief Executive Officer July 18, 1994
- ----------------------- (principal executive officer),
Robert F. Meyerson Chairman of the Board, and
Director
/s/ Dan R. Wipff President, Chief Operating July 18, 1994
- ----------------------- Officer, Chief Financial
Dan R. Wipff Officer (principal accounting
and financial officer), and
Director
/s/ Raj Reddy Director July 18, 1994
- -----------------------
Raj Reddy
/s/ Norton W. Rose Director July 18, 1994
- -----------------------
Norton W. Rose
/s/ Robert A. Goodman Director July 18, 1994
- -----------------------
Robert A. Goodman
/s/ J. Robert Anderson Director July 18, 1994
- -----------------------
J. Robert Anderson
/s/ Walter J. Salmon Director July 18, 1994
- -----------------------
Walter J. Salmon
