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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
OR 15d-17 THEREUNDER
TELXON CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
3330 WEST MARKET STREET, AKRON, OHIO 44333
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (216) 867-3700
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
INDICATE ANY CHANGE (INCREASE OR DECREASE) OF FIVE PERCENT OR MORE IN THE
NUMBER OF SHARES OUTSTANDING:
1. TITLE OF SECURITY: Common Stock, $ .01 par value
2. NUMBER OF SHARES OUTSTANDING BEFORE THE CHANGE: 15,201,649
3. NUMBER OF SHARES OUTSTANDING AFTER THE CHANGE: 15,970,925
4. EFFECTIVE DATE OF CHANGE: October 25, 1995
5. METHOD OF CHANGE:
SPECIFY METHOD (SUCH AS MERGER, ACQUISITION, EXCHANGE, DISTRIBUTION,
STOCK SPLIT, REVERSE SPLIT, ACQUISITION OF STOCK FOR TREASURY, ETC.):
Cumulative effect of employee stock option exercises, awards of
restricted stock to employees, conversion of one of the issuer's
outstanding convertible subordinated debentures and stock issued to
three executives of a privately held company acquired by the issuer in
connection with that acquisition.
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GIVE BRIEF DESCRIPTION OF TRANSACTION:
From time to time since the issuer's preceding Form 10-C filing, employees of
the issuer have exercised stock options previously granted them by the issuer
under its stockholder-approved stock options plans and have been awarded shares
under the issuer's stockholder-approved restricted stock plan. During that
period, shares were also issued pursuant to the exercise by the holder of
$10,000 in face principal amount of the issuer's outstanding 7 1/2% Convertible
Subordinated Debentures Due 2012 issued in a 1987 registered public offering
and, subject to certain vesting and forfeiture conditions, to three executives
of a privately held company which was acquired by the issuer through a reverse
triangular cash merger and thereby became a wholly owned direct subsidiary of
the issuer. The 33,224 share issuance causing the five percent reporting
threshold for this Form to be exceeded was a stock option exercise made on the
effective date shown above.
II. CHANGE IN NAME OF ISSUER
(Not applicable)
TELXON CORPORATION
DATE: November 2, 1995 By /s/Glenn S. Hansen
Glenn S. Hansen
Vice President, Legal
Administration and
Corporate Counsel
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TELXON CORPORATION
3330 WEST MARKET STREET
AKRON, OHIO 44333
TELEPHONE: (216) 867-3700
TELECOPIER: (216) 873-2240
November 2, 1995
BY EDGAR TRANSMISSION
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form 10-C with Respect to Increase in Number of Outstanding
Shares of Common Stock of Telxon Corporation
Gentlemen:
Telxon Corporation hereby transmits the captioned Form 10-C for EDGAR
filing pursuant to the Securities Act of 1933 and Regulation S-T to update,
through the effective date recited on the Form, the Commission's records
regarding the number of outstanding shares of Telxon's Common Stock, which
class of securities is quoted on the Nasdaq National Market.
Should there be any questions concerning this filing, please contact
the undersigned.
Thank you.
Very truly yours,
TELXON CORPORATION
/s/ Glenn S. Hansen
Glenn S. Hansen
Vice President, Legal Administration
and Corporate Counsel
GSH:mlr
Attachment
cc: Robert A. Goodman, Esq.
John F. Ballard, Esq.
