<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): December 7, 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 December 7, 1995, Telxon Corporation issued a press release
announcing the terms of its 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. On the announced
closing date, $82.5 million of the notes were sold.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99 Press Release issued by registrant on December 7, 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: December 15, 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 TERMS OF
CONVERTIBLE SUBORDINATED NOTES
DECEMBER 7, 1995 -- AKRON, OHIO -- Telxon Corporation (TLXN - NASDAQ
NNM) announced today the terms of its $75 million offering of convertible
subordinated notes being sold in a private placement to certain institutional
investors and non-U.S. investors, plus up to $11.25 million in additional notes
if an over-allotment option is exercised in full. The notes, bearing interest
at 5.75% per annum, will be convertible into Telxon Common Stock at an initial
conversion price of $27.50 per share. The offering is expected to close on
December 12, 1995.
The notes will not initially 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
