<PAGE> 1
As filed with the Securities and Exchange Commission on August 30, 1995
Registration No. 33-56205
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
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 and Chief Executive Officer Goodman Weiss Miller Freedman
3330 West Market Street 100 Erieview Plaza, 27th Floor
Akron, Ohio 44333 Cleveland, Ohio 44114-1924
(216) 867-3700 (216) 696-3366
(Agent to receive comments and
other communications)
(Name, address and telephone number of agents for service)
<PAGE> 2
This Amendment No.1 is being filed to Registration Statement No. 33-56205 on
Form S-8, which was filed and thereupon became effective October 27, 1994,
principally for the purpose of updating certain information contained in the
reoffer prospectus prepared in accordance with the requirements of Part I of
Form S-3 and filed as part of the Registration Statement as orginally filed
concerning the recipients of awards of Common Stocks of Telxon Corporation (the
"Corporation" or the "Registrant") pursuant to the Registrant's 1992 Restricted
Stock Plan, as amended, covered by the Registration Statement who are named as
"Selling Stockholders" in the reoffer prospectus as so originally filed. The
exhibits to the Registration Statement and the documents incorporated by
reference into the reoffer prospectus are also being updated by this Amendment
to coordinate with the updating amendments to the reoffer prospectus. This
Amendment does not change the number of shares of the Registrant's Common Stock
covered by the Registration Statement or otherwise affect any portion of the
Registration Statement not amended and restated in this Amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Text of form of Certificate for the Registrant's Common Stock,
value $.01 per share, and description of graphic and image
material appearing thereon, filed as Exhibit 4.2 to the
Registrant's Quarterly Report on Form 10-K filed for the
quarter ended June 30, 1995 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),
2
<PAGE> 3
the Rights Agreement provides that the Common Stock purchase
rights created thereunder are evidenced by the certificates for
Registrant's Common Stock (the text of which and description
thereof are 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.
*24.1 Power of Attorney executed by the directors and principal
officers of the Registrant.
__________________
*Previously filed.
**Filed herewith.
3
<PAGE> 4
PROSPECTUS
- ----------
205,000 SHARES
TELXON CORPORATION
COMMON STOCK, PAR VALUE $.01 PER SHARE
205,000 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
Stock Market's National Market. On August 28, 1995, the last reported sales
price of the Common Stock on the Nasdaq Stock Market's National Market was
$20.75 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 August 30, 1995
<PAGE> 5
<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.
i
<PAGE> 6
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 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.
1
<PAGE> 7
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, 1995;
2. Telxon's Quarterly Report on Form 10-Q for the quarter ended June 30,
1995; 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.
2
<PAGE> 8
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 July 31, 1995
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 70,650(2)(3) (4) 50,000(2)
Executive Vice
President [October
1993 to present];
President and Chief Operating
Officer, Telxon International
[February 1995 to present];
Director [April 1994 to present],
Aironet Wireless Communications,
Inc. (subsidiary); Chairman and
a Director [August 1994 to present],
Itronix Corporation (subsidiary);
a Director [September 1994 to present],
The Retail Technology Group, Inc.
(subsidiary); and a Director
[April 1994 to present],
Teletransaction, Inc.
(subsidiary)
John H. Cribb -- 90,750(6)(7) (4) 15,000(6)
Vice Chairman of the Board
[January 1995 to present];
Chairman, Telxon
International [January 1995
to present];
Senior Vice President
[August 1994 to January
1995]; President, International
Division [January 1993
to February 1995]; Senior
Vice President of
International
Operations [January
1990 to January 1993];
and a Director [January 1995 to
present] (5)
</TABLE>
3
<PAGE> 9
<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>
Aubrey E. Easterlin -- 18,250(8)(9) (4) 10,000(8)
Vice President,
New Business Development
[May 1994 to present]
Gerald J. Gabriel -- 10,880(10)(11) (4) 5,000(10)
Corporate Controller
[July 1990 to present];
and Vice President
[November 1989 to present]
Steven L. Galvanoni -- 50,410(8)(12) (4) 10,000(8)
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 -- 76,531(13)(14) (4) 20,000(13)
Senior Vice President,
Global Strategic Planning
[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]
Kenneth W. Haver -- 10,374(10)(16) (4) 5,000(10)
Senior Vice President,
Finance and Administration
and Chief Financial Officer
[March 1995 to present];
Treasurer [August 1994
to present]; and Vice
President, Financial
Planning [September
1993 to March 1995] (15)
</TABLE>
4
<PAGE> 10
<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>
David D. Loadman -- 16,560(10)(17) (4) 5,000(10)
Senior Vice President,
Technical Operations
[August 1994 to present];
Vice President, Global
Technology [May 1994
to August 1994]; 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 -- 97,550(18)(19) (4) 25,000(18)
President and Chief
Operating Officer
[January 1995 to present];
Senior Vice President
[August 1994 to January
1995]; President,
North America Division
[July 1994 to
January 1995]; 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]; District
Manager [September 1989 to
November 1992]; and a
Director [January 1995 to
present]
Dan R. Wipff -- 144,250(20)(21) (4) 60,000(20)
Senior Executive
Vice President,
Manufactoring Operations
[August 1994 to present];
President and Chief
Executive Officer, Telxon
Products [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]; a Director [April
1974 to September 1979
and September 1980 to
January 1995]; Director
[April 1993 to August 1994],
Itronix Corporation; (subsidiary)
President [September 1993 to
Present] Senior Executive
President, Chief Operating
Officer and Chief Financial
Officer [March 1990 to
September 1993], and a Director
[March 1990 to March 1994],
MicroOffice Systems Technology, Inc.
(subsidiary); and a Director
[December 1992 to March 1994],
Teletransaction, Inc. (subsidiary)
</TABLE>
5
<PAGE> 11
(1) Computed in accordance with Rule 13d-3 based upon the 15,842,014
shares of Telxon Common Stock outstanding as of July 31, 1995.
(2) Includes 10,000 Shares awarded under the Plan which have vested to
date and four blocks of 10,000 Shares each awarded under the Plan
which are subject to Restricted Periods ending October 27, 1995, 1996,
1997 and 1998, respectively. All 50,000 of such Shares have been
pledged by Mr. Brick to the Company as security for loans to him of
$75,985 and $58,000 on December 3, 1993 and January 5, 1994,
respectively, used in payment of withholding and estimated tax
obligations incurred with respect to the award of the Shares to
him under the Plan. Such loans, due on October 27, 1996 or any
earlier termination of his employment, will, together with the
interest thereon at two percent in excess of the prime rate, have to
be discharged prior to or in conjunction with any disposition of
such Shares by Mr. Brick.
(3) Also includes 16,500 shares of Common Stock which he can acquire
within 60 days by exercise of options.
(4) Less than 1%.
(5) In addition to the positions with Telxon shown, Mr. Cribb has served
as Managing Director of Telxon Limited (United Kingdom subsidiary) and
also serves as a director (or in a corresponding capacity) of other
Telxon foreign subsidiaries.
(6) Includes 7,000 Shares awarded under the Plan which have vested
to date and four blocks of 2,000 Shares each awarded under
the Plan which are subject to Restricted Periods ending July 18,
1996, 1997, 1998 and 1999, respectively.
(7) Also includes 1,000 shares of Common Stock owned by Mr. Cribb's wife
(as to which Mr. Cribb disclaims beneficial ownership) and 74,750
shares of Common Stock which he can acquire within 60 days by exercise
of options.
(8) Includes 2,000 Shares awarded under the Plan which have vested to
date and four blocks of 2,000 Shares each awarded under the Plan which
are subject to Restricted Periods ending July 18, 1996, 1997,
1998 and 1999, respectively.
(9) Also includes 8,250 shares of Common Stock which he can acquire
within 60 days by exercise of options.
(10) Includes 1,000 Shares awarded under the Plan which have vested to date
and four blocks of 1,000 Shares each awarded under the Plan which
are subject to Restricted Periods ending July 18, 1996, 1997,
1998 and 1999, respectively.
(11) Also includes 5,880 shares of Common Stock which he can acquire within
60 days by exercise of options.
6
<PAGE> 12
(12) 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 36,300 shares of Common Stock
which he can acquire within 60 days by exercise of options.
(13) Includes 4,000 Shares awarded under the Plan which have vested to date
and four blocks of 4,000 Shares each awarded under the Plan which
are subject to Restricted Periods ending July 18, 1996, 1997,
1998 and 1999, respectively.
(14) Also includes 17,542 shares of Common Stock owned by Mr. Grimes' wife
(as to which Mr. Grimes disclaims beneficial ownership).
(15) 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 domestic subsidiaries.
(16) Also includes 4,950 Shares of Common Stock which he can acquire within
60 days by exercise of options.
(17) Also includes 11,560 shares of Common Stock which he can acquire within
60 days by exercise of options.
(18) Includes 8,000 Shares awarded under the Plan which have vested
to date, three blocks of 3,000 Shares each awarded under the Plan
which are subject to Restricted Periods ending May 18, 1996,
1997 and 1998, respectively, and four blocks of 2,000 Shares each
awarded under the Plan which are subject to Restricted Periods ending
July 18, 1996, 1997, 1998 and 1999, respectively.
(19) Also includes 1,000 shares of Common Stock owned by Mr. Murphy's wife
(as to which he disclaims beneficial ownership) and 66,100 shares of
Common Stock which he can acquire within 60 days by exercise of
options.
(20) Includes 40,000 Shares awarded under the Plan which have vested to
date and a block of 20,000 Shares awarded under the Plan which
is subject to a Restricted Period ending December 29, 1995.
(21) Also includes 83,750 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> 13
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, 1995,
which are incorporated by reference in this Prospectus, have been audited by
Coopers & Lybrand L.L.P., 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.
8
<PAGE> 14
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 10,440 shares, and have options to acquire an
additional 10,440 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> 15
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
Amendment No. 1 to Registration Statement No. 33-56205 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Akron,
State of Ohio, on August 30, 1995.
TELXON CORPORATION
By /s/ Robert F. Meyerson
------------------------------
Robert F. Meyerson, Chairman and
Chief Executive Officer
<PAGE> 16
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-56205 HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
NAME TITLE DATE
---- ----- ----
* J. Robert Anderson Director August 30, 1995
- ----------------------------
J. Robert Anderson
/s/ John H. Cribb Vice Chairman of the August 30, 1995
- ---------------------------- Board and Director
John H. Cribb
/s/ Gerald J. Gabriel Corporate Controller August 30, 1995
- ---------------------------- (principal accounting
Gerald J. Gabriel officer)
* Robert A. Goodman Director August 30, 1995
- ----------------------------
Robert A. Goodman
/s/ Kenneth W. Haver Senior Vice President, August 30, 1995
- ---------------------------- Chief Financial Officer
Kenneth W. Haver (principal financial
officer) and Treasurer
/s/ Robert F. Meyerson Chief Executive August 30, 1995
- ---------------------------- Officer (principal
Robert F. Meyerson executive officer)
and Director
/s/ William J. Murphy President, Chief August 29, 1995
- ---------------------------- Operating Officer
William J. Murphy and Director
* Raj Reddy Director August 30, 1995
- ----------------------------
Raj Reddy
* Norton W. Rose Director August 30, 1995
- ----------------------------
Norton W. Rose
* Walter J. Salmon Director August 30, 1995
- ----------------------------
Walter J. Salmon
___________________________
*The undersigned does hereby sign this Amendment No. 1 to Registration
Statement No. 33-56205 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 to the Registration Statement, all in the capacities
indicated on this 30th day of August, 1995.
By: /s/ Robert F. Meyerson
----------------------------------
Robert F. Meyerson, Attorney-in-Fact
<PAGE> 17
INDEX TO EXHIBITS
EXHIBIT NUMBER (NUMBERED BY REFERENCE TO ITEM 601 OF REGULATION
---------------------------------------------------------------
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 Text of form of Certificate for the
Registrant's Common Stock, par value $.01
per share, and description of graphic and
image material appearing thereon, filed as
Exhibit 4.2 to the Registrant's Quarterly
Report on Form 10-Q filed for the quarter
ended June 30, 1995 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 text of which and description
thereof are 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> 18
** 23.1 Consent of Coopers & Lybrand L.L.P.
** 23.3 Consent of Goodman Weiss Miller Freedman.
* 24.1 Power of Attorney executed by the directors
and principal officers of the Registrant.
_________________________
*Previously filed.
**Filed herewith.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in Registration
Statement No. 33-56205 of Telxon Corporation on Form S-8, as amended by
Amendment No. 1 thereto, 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 19, 1995, 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, 1995 and 1994 and for each of
the three years in the period ended March 31, 1995, appearing on page 30 of the
Annual Report of Telxon Corporation on Form 10-K for the year ended March 31,
1995. We also consent to the reference to our Firm under the caption "Experts"
appearing in the amended Reoffer Prospectus included in said Amendment No. 1.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Akron, Ohio
August 30, 1995
<PAGE> 1
EXHIBIT 23.2
CONSENT OF COUNSEL
-------------------
We hereby consent to the reference to this firm appearing under the
caption "Legal Matters" in the amended Reoffer Prospectus included in this
Amendment No. 1 to Registration No. 33-56205 on Form S-8 with respect to the
Telxon Corporation 1992 Restricted Stock Plan, as amended, or any 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.
/s/ Goodman Weiss Miller Freedman
GOODMAN WEISS MILLER FREEDMAN
Cleveland, Ohio
August 28, 1995
