TELXON CORP
8-K, 1995-11-30
COMPUTER INTEGRATED SYSTEMS DESIGN
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934





      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  November 27, 1995





                               TELXON CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      DELAWARE                     0-11402                  74-1666060
(STATE OR OTHER JURISDICTION     (COMMISSION              (IRS EMPLOYER
   OF INCORPORATION)              FILE NUMBER)             IDENTIFICATION NO.)

                  3330 WEST MARKET STREET, AKRON, OHIO 44333
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (216) 867-3700





<PAGE>   2
ITEM 5.  OTHER EVENTS.

         On November 27, 1995, Telxon Corporation issued a press release
concerning an intended private placement of convertible subordinated notes.  A
copy of the press release is included as Exhibit 99 to this Current Report on
Form 8-K and is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits.

               99    Press Release issued by registrant on November 27, 1995.



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       TELXON CORPORATION



DATE: November 30, 1995                By: /s/ Glenn S. Hansen
                                           -------------------
                                            Glenn S. Hansen
                                            Vice President, Legal Administration
                                             and Corporate Counsel





                                       2

<PAGE>   1
                                                                     Exhibit  99


[TELXON LOGO]
                                                                    NEWS RELEASE

FOR IMMEDIATE RELEASE

                     TELXON ANNOUNCES PRIVATE PLACEMENT OF
                         CONVERTIBLE SUBORDINATED NOTES

         NOVEMBER 27, 1995 -- AKRON, OHIO -- Telxon Corporation (TLXN - NASDAQ
NNM) announced today that it intends, subject to market and other conditions,
to raise approximately $75 million through the sale of convertible subordinated
notes in a private placement to certain institutional investors and non-U.S.
investors and up to $86.25 million if an over-allotment option to be granted is
exercised in full.  The notes will be convertible into Telxon Common Stock.

         The securities to be offered will not be registered under the
Securities Act of 1933, as amended, or applicable state securities laws, and
may not be offered or sold absent registration under the Securities Act of 1933
and applicable state securities laws or available exemptions from registration
requirements.

                                     # # #

For more information:

Alex L. Csiszar
Senior Director, Investor Relations
Telxon Corporation
(216) 873-2961





             Telxon Corporation/Corporate Communications Department
          3330 West Market Street/P.O. Box 5582/Akron, Ohio 44334-0582
                        800-800-8001/Fax (216) 873-2058







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