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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No.1)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the transition period from __________ to __________
Commission file number 0-11402
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TELXON CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 74-1666060
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
3330 West Market Street, Akron, Ohio 44333
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (330) 867-3700
-----------------
Securities registered pursuant Name of each exchange
to Section 12(b) of the Act: on which registered:
None None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
----------------------------
(Title of class)
7-1/2% Convertible Subordinated Debentures Due 2012
---------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ]. No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ].
The aggregate market value of registrant's Common Stock held by non-affiliates
as of May 31, 1996, based on the last reported sales price of the Common Stock
as reported on Nasdaq NNM for such date, was $284,203,545.
At May 31, 1996, there were 16,110,016 outstanding shares of the registrant's
Common Stock.
Documents Incorporated by Reference
-----------------------------------
This Form 10-K/A includes the information required by Part III of Form 10-K in
lieu of the incorporation thereof by reference from the registrant's definitive
proxy statement for its 1996 Annual Meeting of Stockholders, now scheduled to be
held on September 18, 1996.
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This Amendment No. 1 on Form 10-K/A amends and restates in full certain of the
information included in Parts I and IV of the registrant's Form 10-K as
originally filed by the registrant, Telxon Corporation ("Registrant" or the
"Company"), on July 1, 1996 with respect to its fiscal year ended March 31,
1996 ("Fiscal 1996") and also supplements the Form 10-K as originally filed by
adding the Part III information originally contemplated to be incorporated by
reference to the Company's definitive proxy statement for its 1996 Annual
Meeting of Stockholders, now scheduled to be held on September 18, 1996.
PART I
ITEM X. EXECUTIVE OFFICERS OF THE REGISTRANT
- ---------------------------------------------
The following amends and restates the information with respect to each executive
officer of the Company included under this Item in the Form 10-K as originally
filed. Executive officers of the Company are annually elected by the Board of
Directors of the Company or are annually appointed by the Chief Executive
Officer and ratified and approved by the Board of Directors.
Robert F. Meyerson, age 60, has been the Chief Executive Officer of the Company
since October 1992, Chairman of the Board of Directors of the Company since
November 1981 and a director of the Company since November 1977. He was the
Company's Chief Executive Officer from August 1978 to May 1985 and its President
from August 1978 to November 1981. Mr. Meyerson was Chairman of the Board of
Basicomputer Corporation (personal computer integration and network services;
"Basicomputer") from January 1984 until September 1993 and Chief Executive
Officer of Accipiter Corporation (consulting firm) from June 1985 through
October 1992. Mr. Meyerson's current term as a director of the Company expires
at the 1996 Annual Meeting of its stockholders.
John H. Cribb, age 63, has been Vice Chairman of the Company's Board of
Directors and Chairman, Telxon International since January 1995. From January
1993 to January 1995 he served the Company as President, International, and
from January 1990 to January 1993, as Senior Vice President, International
Operations. Mr. Cribb was a Vice President of the Company and Managing Director
of Telxon Limited, the Company's United Kingdom subsidiary, from 1982 to 1990.
He has been a director of the Company since January 1995, and his current term
expires at the 1998 Annual Meeting of its stockholders.
Frank E. Brick, age 48, became President and Chief Operating Officer of the
Company in June 1996 and one of its directors in July 1996. His current term as
a director expires at the 1997 Annual Meeting of the Company's stockholders. He
had previously served the Company as President and Chief Operating Officer,
Telxon International from February 1995 to June 1996 and as Senior Executive
Vice President from October 1993 to February 1995. For more than five years
prior to joining the Company in
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October 1993, Mr. Brick was Chief Executive Officer of Basicomputer.
William J. Murphy, age 62, was named Senior Executive Vice President, Global
Sales and Marketing in June 1996, having served the Company as President and
Chief Operating Officer from January 1995 to June 1996. He was Executive Vice
President, North American Operations of the Company from January 1993 to January
1995 and Area Vice President, East from November 1992 to January 1993. Mr.
Murphy also served the Company as a District Manager from September 1989 to
November 1992 and Area Vice President, North Eastern Region from May 1989 to
August 1989. He was a director of the Company from January 1995 until July 1996.
Dan R. Wipff, age 53, has been the President and Chief Executive Officer of the
Company's Telxon Products manufacturing division since July 1994. He was
President and Chief Operating Officer of the Company from October 1992, and the
Company's Chief Financial Officer from December 1991, until July 1994. Mr. Wipff
was Senior Executive Vice President and Chief Operating Officer of the Company
from October 1989 to October 1992. He also served as the Company's Chief
Financial Officer from October 1989 to July 1990 and from October 1990 to
September 1991. Mr. Wipff served as a director of the Company from April 1974
until September 1979 and from September 1980 until January 1995.
Kenneth W. Haver, age 37, has been Senior Vice President, Finance and
Administration, and Chief Financial Officer of the Company since March 1995 and
its Treasurer since May 1994. He also served the Company as Vice President,
Financial Planning from September 1993 to March 1995. Mr. Haver joined the
Company from Basicomputer, where he had served as a Vice President and Treasurer
for more than five years.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
DIRECTOR AND EXECUTIVE OFFICER BIOGRAPHICAL INFORMATION
For certain information relating to the Company's executive officers, see Item X
included in Part I of this Form 10-K/A, which information is incorporated in
this Item 10 by this reference.
Included among the executive officers about whom information is included in Part
I, Item X are the following persons who also serve as directors of the Company
- -- Robert F. Meyerson, John H. Cribb and Frank E. Brick; the information there
set forth about them is incorporated in this Item 10 by this reference. The
remaining directors of the Company and corresponding information about them are
as follows:
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Norton W. Rose, age 67, has been President and principal/owner of Norton W. Rose
& Co., Cleveland, Ohio (consulting firm) since August 1990, Chairman of the
Board of Premier Travel (formerly Prescott Travel) since July 1991, and
Executive Vice President of Creative Art Activities, Inc. (craft kit
manufacturer) since January 1994. From March 1992 until June 1996, he also was
Vice Chairman of Blue Coral, Inc. (consumer chemicals manufacturer). Mr. Rose
has served as a director of Specialty Chemical Resources, Inc. (aerosol
packaging of specialty chemicals) since May 1989 and of Cohesant Technologies
Inc. (manufacturer of specialty chemicals and application equipment) since July
1994. Mr. Rose has been a director of the Company since October 1990, and his
current term expires at the 1996 Annual Meeting of its stockholders.
Robert A. Goodman, age 61, has been the Company's General Counsel since 1979 and
Secretary since 1983. He has been senior partner of Goodman Weiss Miller
Goldfarb, a Cleveland, Ohio law firm, since 1986. Mr. Goodman has been a
director of the Company since October 1991. His current term expires at the 1997
Annual Meeting of its stockholders.
Raj Reddy, age 59, has been Dean of the School of Computer Science, and Herbert
A. Simon University Professor, at Carnegie Mellon University since July 1992.
Since 1984 he had held the rank of University Professor and for eleven years
prior to that time held the rank of Professor of Computer Science. He has been
the Director of The Robotics Institute at Carnegie Mellon since 1980. He also
serves as a consultant in the area of computer science, robotics and related
disciplines. Dr. Reddy has been a director of the Company since April 1987. His
current term expires at the 1997 Annual Meeting of its stockholders.
Richard J. Bogomolny, age 61, retired as Chairman of the Board and Chief
Executive Officer of First National Supermarkets, Inc., in January 1992,
positions which he held since June 1975. Since May of 1992, Mr. Bogomolny has
been a member of the Supervisory Board (board of directors) of Royal Ahold n.v.,
the Netherland's largest food retailer with operations also in the United States
(Finast, BI-LO, Giant, Tops, Edwards), Portugal, Spain and the Czech Republic.
For ten years prior to his retirement he was a board member of the Food
Marketing Institute, the industry's international trade association. Mr.
Bogomolny has been a director of the Company since August 1995, and his current
term expires at the 1998 Annual Meeting of its stockholders.
COMPLIANCE WITH SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the Securities and Exchange Commission initial reports of
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ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors, and greater than ten-percent
stockholders are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, all Section 16(a) filing requirements applicable to its officers and
directors were complied with, except that Kenneth W. Haver failed to file a Form
5 with respect to shares acquired through the Company's 401(k) plan during
Fiscal 1996 in addition to those reported in his Form 4 for February 1996. The
Company does not believe it had any greater than ten-percent beneficial owners
at any time during Fiscal 1996 based on its records and because it has not
received copies of, and is not otherwise aware of, any filings by any such
beneficial owner with the Securities and Exchange Commission under Section 13 or
16(a) of the Exchange Act.
ITEM 11. EXECUTIVE COMPENSATION
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COMPENSATION OF EXECUTIVE OFFICERS
The following table shows all annual, long-term and other compensation for
services rendered to the Company in all capacities paid or awarded during fiscal
years 1994, 1995 and 1996 to the Company's Chief Executive Officer and the other
four executive officers of the Company at the end of Fiscal 1996 who received
the highest combined salary and bonus compensation during that year.
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Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------- ------
Other Restricted All
Name and Annual Stock Stock Other
Principal Compen- Awards Options Compen-
Position Year Salary Bonus sation ($)(1) (Shares) sation(2)
-------- ---- ------ ----- ------ ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert F. Meyerson 1996 $120,000(3) $0 $0 $0 340,000 $4,620
Chairman of the Board 1995 120,000(3) 0 0 0 120,000 4,620
and Chief Executive 1994 120,000(3) 0 0 0 0 4,997
Officer
John H. Cribb 1996 315,000 165,000(4) 84,251(5) 0 25,000 75,336
Vice Chairman of the 1995 315,000 415,385(6) 84,577(7) 155,000(8) 49,000 0
Board and Chairman, 1994 270,000 160,000(4) 0 43,750(9) 0 0
International
William J. Murphy 1996 367,788(11) 0 55,325(12) 0 130,000 6,062
President and 1995 281,250(13) 435,000(4) 80,661(14) 155,000(15) 90,000 11,832
Chief Operating Officer(10) 1994 250,000 285,000(16) 81,261(17) 131,250(18) 10,000(19) 6,072
Frank E. Brick 1996 350,000 0 0 0 0 4,187
President and Chief 1995 350,000 0 0 0 0 3,374
Operating Officer, 1994 148,077(20) 0 0 543,750(21) 50,000 0
Telxon International(10)
Dan R. Wipff 1996 277,885(22) 0 0 0 11,250 4,187
President and Chief 1995 399,038 186,611(23) 0 0 0 47,144
Executive Officer, 1994 501,244 0 0 0 6,000(24) 4,997
Telxon Products
</TABLE>
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(1) The amounts shown are the dollar value of awards made under the
Company's 1992 Restricted Stock Plan (the "Restricted Stock Plan")
based on the closing sale price per share of the Company's Common
Stock ("Share") as reported on The Nasdaq Stock Market's National
Market ("Nasdaq NNM") for the respective dates of the awards. The
vesting of each award is conditioned upon the awardee continuing to be
employed by the Company on the applicable vesting date. The awards are
subject to transfer restrictions during the respective vesting
periods.
(2) The amounts shown are matching contributions made by the Company under
its Retirement and Uniform Matching Profit Sharing Plan, except that
the full amount shown for Fiscal 1996 for Mr. Cribb was, and the
amount shown for Fiscal 1995 for each of Messrs. Murphy, Brick and
Wipff also includes $7,212, $43,389 and $2,524, respectively, paid
pursuant to a one-time election to surrender accumulated unused
vacation time.
(3) The amount shown was paid to Mr. Meyerson exclusively for his services
as Chairman, and no portion thereof represents compensation to Mr.
Meyerson for his services as Chief Executive Officer. During each of
the fiscal years shown, the Company paid Accipiter Corporation
$840,000 in consulting fees and a $240,000 general administrative and
overhead expense reimbursement, for services principally performed by
Mr. Meyerson, as more fully described under Item 13 below in this
Part III.
(4) The amount shown was earned under the executive bonus plan in respect
of the fiscal year shown but was paid during the immediately
succeeding fiscal year.
(5) Consists of a $64,237 contribution to a personal pension for Mr.
Cribb, a $15,000 personal expense account allowance and $5,041 for
life insurance.
(6) The amount shown includes $256,835 in incentive compensation earned
under his employment agreement during Fiscal 1995, $202,045 of which
was paid during Fiscal 1995 and the remaining $54,790 of which was
paid during Fiscal 1996; $79,000 in discretionary bonus awarded in
respect of Fiscal 1995 and paid during Fiscal 1996; and $80,000 in
discretionary bonus awarded in respect of Fiscal 1994 (in addition to
the bonus shown in the table for Fiscal 1994) paid during Fiscal 1995
pursuant to an award made subsequent to the 1994 annual meeting and,
accordingly, not reflected in the proxy statement issued with respect
thereto as Fiscal 1994 compensation paid to Mr. Cribb.
(7) Consists of a $68,000 contribution to a personal pension for Mr. Cribb
and a $16,577 personal expense account allowance.
(8) An aggregate of 10,000 Shares was awarded to Mr. Cribb, 4,000 of which
have vested to date, with the remaining Shares vesting in 2,000 Share
increments on July 17, 1997, 1998 and 1999.
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(9) An aggregate of 5,000 Shares was awarded to Mr. Cribb, all of which
have vested to date.
(10 The offices shown were held by these individuals throughout Fiscal
1996. In June 1996, Mr. Brick succeeded Mr. Murphy as President and
Chief Operating Officer of the Company, and Mr. Murphy became Senior
Executive Vice President, Global Sales and Marketing.
(11) Includes $12,019 paid in recognition of Mr. Murphy's increased
responsibilities during Fiscal 1995 as the result of his January 1995
promotion to President and Chief Operating Officer.
(12) Consists of $46,273 paid toward living expenses and $9,052 for
automobile expenses.
(13) Includes $31,250 paid in Fiscal 1996 in recognition of Mr. Murphy's
increased responsibilities as the result of his January 1995 promotion
to President and Chief Operating Officer.
(14) Consists of $73,049 paid toward living expenses and $7,612 for
automobile expenses.
(15) An aggregate of 10,000 Shares was awarded to Mr. Murphy, 4,000 of
which have vested to date, with the remaining Shares vesting in 2,000
Share increments on July 17, 1997, 1998 and 1999.
(16) Includes $50,000 paid in respect of Mr. Murphy's promotion to
President, North America Division and $235,000 earned under the
executive bonus plan in respect of Fiscal 1994 and paid during Fiscal
1995.
(17) Consists of $78,045 in relocation expenses and $3,216 in automobile
expenses.
(18) An aggregate of 15,000 Shares was awarded to Mr. Murphy, 9,000 of
which have vested to date, with the remaining Shares vesting in 3,000
Share increments on May 18, 1997 and 1998.
(19) The number of Shares shown represents repriced options received by Mr.
Murphy pursuant to his election to participate in the opportunity
extended by the Company in September 1993 to all holders of options
(other than then directors) under the Company's 1990 Stock Option
Plan, in order to restore the incentive intended to be afforded by the
Plan but lost due to the imbalance between the exercise prices under
many of the Plan options then outstanding (equal to the respective
market prices for the Company's Common Stock at the times they were
granted) and the lower market prices which had prevailed for the
Common Stock since October 1992, to exchange two outstanding options
for one repriced option.
(20) Represents the salary earned by Mr. Brick during the portion of Fiscal
1994 after he joined the Company as an executive officer.
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(21) An aggregate of 50,000 Shares was awarded to Mr. Brick, 20,000 of
which have vested to date, with the remaining Shares vesting in 10,000
Share increments on October 27, 1996, 1997 and 1998.
(22) Includes $2,885 paid under Mr. Wipff's previous compensation
arrangements.
(23) Includes $136,611 paid in connection with the July 1994 realignment of
Mr. Wipff's executive responsibilities and $50,000 earned under the
executive bonus plan in respect of Fiscal 1995 and paid during Fiscal
1996.
(24) This option, originally granted to Mr. Wipff in 1988 in his then
capacity as a non-employee director of the Company in conjunction with
similar grants to the Company's other then non-employee directors and
scheduled to expire October 18, 1993, was extended, by vote of the
Board of Directors during Fiscal 1994 prior to the expiration of its
initial term and of the Company's stockholders at the 1994 annual
meeting, for an additional five-year term expiring October 17, 1998.
The extended option terminated by its own terms three months after Mr.
Wipff's January 19, 1995 resignation from the Board.
Employment Agreements
- ---------------------
In Fiscal 1995, Mr. Brick received a base salary of $350,000 under an employment
agreement with the Company which expired March 31, 1995. The expired agreement
also provided for incentive compensation, eligibility for grants of stock
options and restricted stock and severance benefits of twelve months base salary
in the event that Mr. Brick's employment was terminated by the Company other
than for "cause". Pending finalization of a new employment agreement, Mr. Brick
has continued to receive the same annual base salary and has been eligible to
receive incentive compensation in the discretion of the Board of Directors.
In Fiscal 1995, Mr. Cribb received a base salary of $315,000 under an employment
agreement with the Company which expired March 31, 1995. The expired agreement
also provided for incentive compensation based on the achievement of specified
financial objectives, a discretionary bonus and severance benefits of twelve
months base salary in the event that Mr. Cribb's employment was terminated by
the Company other than for "cause". Pending finalization of a new employment
agreement, Mr. Cribb has continued to receive the same annual base salary and to
be eligible to receive incentive and bonus compensation in the discretion of the
Board of Directors.
Mr. Wipff has an employment agreement with the Company ending March 31, 1997, at
a base salary of $275,000 plus bonus compensation up to $150,000 per year
subject to achievement of certain goals and achievements agreed to by Mr. Wipff
and the Company's Chief Executive Officer and approved by the Board of
Directors. Mr. Wipff's employment agreement also entitles him or his estate to
certain benefits in the event of his permanent disability or death, and
severance benefits in the event the Company terminates Mr. Wipff's
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agreement other than "for cause" in an amount equal to the greater of the
remaining base salary due under the employment agreement or $250,000.
Stock Options
- -------------
The following tables provide information with respect to options granted to, and
exercises by, the persons indicated during Fiscal 1996 and the value of
unexercised options held by such persons at the end of Fiscal 1996.
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OPTION GRANTS IN FISCAL 1996
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------
PERCENT OF
TOTAL
OPTIONS
GRANTED TO
EMPLOYEES GRANT
OPTIONS IN EXERCISE DATE
GRANTED FISCAL PRICE EXPIRATION PRESENT
NAME (SHARES) 1996 (PER SHARE) DATE VALUE(1)
- ---- -------- ---- ----------- ---- --------
<S> <C> <C> <C> <C> <C>
Robert F. Meyerson 40,000 3.4% $15.500(2) 5/18/05 $ 351,840
300,000 25.3% $20.125(3) 8/31/03 2,627,100
John H. Cribb 15,000 1.3% $15.500(2) 5/18/05 131,940
10,000 0.8% $22.250(4) 10/19/03 97,190
William J. Murphy 30,000 2.5% $15.500(2) 5/18/05 263,880
100,000 8.4% $20.000(5) 10/11/03 875,600
Frank E. Brick -- -- -- -- --
Dan R. Wipff 11,250 0.9% $15.500(2) 5/18/05 98,955
<FN>
(1) Aggregate present value of the options granted during Fiscal 1996 as
of the date of their grant, calculated using the Cox-Ross-Rubenstein
binomial variation of the Black-Scholes option valuation model under
the following assumptions: (a) based upon historical data concerning
the exercise by employees of options for Shares granted under the
Company's stock option plans and survey data concerning the experience
of other companies, an executive may typically be expected to hold an
option with a stated term of ten years for a period of six years, and
with a stated term of eight years, for four years, prior to exercise;
(b) the following stock price volatility (based on the changes in the
market price for Shares over a period preceding the grant date equal
to the applicable expected holding period assumed in (a) above) and
interest rates (based on the published yield as of each grant date of
Treasury Strips maturing as of the end of such assumed holding
periods):
</TABLE>
<TABLE>
<CAPTION>
Grant Date Volatility Interest Rate
---------- ---------- -------------
<S> <C> <C>
5/18/95 51.63% 6.38%
8/31/95 46.72% 6.04%
10/11/95 47.52% 5.87%
10/19/95 47.52% 5.78%
<FN>
and (c) a continuation of the $0.01 per Share annual dividend
historically paid by the Company.
(2) Equal to the closing sale price for the Common Stock as reported on
the Nasdaq NNM for the last trading day prior to the grant of these
ten-year options on May 18, 1995.
</TABLE>
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(3) Equal to the closing sale price for the Common Stock as reported on
the Nasdaq NNM for the last trading day prior to the grant of these
eight-year options on August 31, 1995.
(4) Equal to the closing sale price for the Common Stock as reported on
the Nasdaq NNM for the last trading day prior to the grant of these
eight-year options on October 19, 1995.
(5) Equal to the closing sale price for the Common Stock as reported on
the Nasdaq NNM for the last trading day prior to the grant of these
eight-year options on October 11, 1995.
AGGREGATED OPTION EXERCISES IN FISCAL 1996
AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
EXERCISES DURING FISCAL 1996 FISCAL YEAR-END
---------------------------- ---------------
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS(2)
------- -----------------------
SHARES
ACQUIRED
ON VALUE UN- UN-
NAME EXERCISE REALIZED(1) EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
- ---- -------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Meyerson -- -- 144,985 320,000 $439,204 $995,000
John H. Cribb 33,500 $456,438 66,333 57,667 $591,498 $294,252
William J. Murphy -- -- 110,000 190,000 $988,750 $687,500
Frank E. Brick -- -- 33,333 16,667 $329,163 $164,587
Dan R. Wipff 40,000 $535,000 43,750 11,250 $497,656 $64,688
<FN>
(1) Excess of the closing price for the Common Stock as reported on the
Nasdaq NNM for the last trading day prior to the date of exercise over
the exercise price, multiplied by the number of Shares acquired upon
exercise.
(2) Aggregate fair market value, based on the amount by which the closing
sale price for the Common Stock as reported on the Nasdaq NNM for
March 29, 1996 (the last trading day during Fiscal 1996) exceeded the
exercise price, of all unexercised "in-the-money" (fair market value
per share in excess of exercise price) options then held.
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Norton W. Rose is a director and Chairman of the Compensation and Organization
Committee of the Company's Board of Directors. Premier Travel Partners
("Premier"), in which members of Mr. Rose's immediate family own in the
aggregate an approximately 11 percent interest, has served as the Company's
travel agency since January 1994 under an annually renewable contract subject to
termination by either party upon written notice to the other 90 days prior to
the contract's December 31 anniversary date. Premier was originally selected by
the Company from among seven companies that submitted service proposals to the
Company. Under the contract, the Company is entitled to all commissions with
respect to air travel arranged by Premier for the Company, and Premier receives
a $14,000 monthly management fee and a per transaction fee. During Fiscal
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1996, the commissions received by the Company totaled $392,902 and the fees
paid to Premier, $235,544. For April through June, 1996, $108,764 in
commissions have been received by the Company and $59,527 in fees have been
paid to Premier.
Robert A. Goodman, a director and Secretary of the Company, was a member of the
Compensation and Organization Committee during Fiscal 1996 through August 1996.
Over the full fiscal year, the Company paid to the law firm of Goodman Weiss
Miller Goldfarb, of which Mr. Goodman is senior partner, $1,867,608 for legal
services and $160,734 in reimbursement of expenses. It is anticipated that
payments will continue to be made to said firm in the future for additional
services.
COMPENSATION OF DIRECTORS
Cash Compensation
- -----------------
The Company's non-employee directors each receive an annual fee; through August
31, 1995, that fee was at an annual rate of $20,000, and effective September 1,
1995, increased to $50,000 per year. The non-employee directors also receive
$2,500 plus travel expenses for each directors' meeting attended ($1,250 for a
telephonic meeting), and $2,500 for each Audit Committee or Compensation and
Organization Committee meeting attended, unless the committee and the full Board
meet on the same day, in which event compensation in the amount of $1,250 is
paid for attendance at such committee meeting.
In addition to the foregoing amounts, the Company paid the following consulting
fees to its non-employee directors during Fiscal 1996: Mr. Goodman received
$4,167 for strategic advisory services; Mr. Rose received $12,500 for human
resources advisory services; and Dr. Reddy received $10,417 for technology
advisory services. The foregoing consulting arrangements were discontinued
effective as of the September 1, 1995 increase in the directors' annual fee.
Messrs. Meyerson, Brick and Cribb, by reason of also being employees of the
Company, do not receive any compensation from the Company for their services as
directors (see the Summary Compensation Table under "COMPENSATION OF EXECUTIVE
OFFICERS" above in this Item 11 for the compensation paid to them in their
capacities as executive officers of the Company).
Stock Options
- -------------
Directors who are not employees of the Company or a subsidiary receive options
to purchase Company Common Stock under the Company's 1990 Stock Option Plan for
Non-Employee Directors, as amended (the "Directors' Plan"). Under the Directors'
Plan, each independent director is automatically granted an option to purchase
25,000 Shares upon first being elected to the Board and annually thereafter is
also automatically granted a 10,000 Share option during his or her continued
service on the Board. Each option has a seven-year term and an option price per
Share equal to the closing sales price of the Common Stock as reported on the
Nasdaq NNM on the trading day immediately preceding the date of grant. The
initial 25,000 Share grants become exercisable in equal thirds on each of the
first three
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<PAGE> 14
anniversaries of their grant, whereas the additional 10,000 Share grants become
exercisable in full on the third anniversary of their grant. The options
terminate three months following the optionee no longer being a director of the
Company, six months following death and one year following disability.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Based on the copies of the Schedule 13Gs received by the Company since the
beginning of Fiscal 1996, as updated by the Company in connection with the
preparation of this Form 10-K/A with the entity whose Schedule 13G indicated
beneficial ownership of more than five percent of the Company's Shares as of the
time of the filing thereof but who confirmed that it no longer owns Shares in
excess of that amount, the Company is not aware of any person who currently is
the beneficial owner of more than five percent of its Shares.
COMMON STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the outstanding Shares, as of June 30, 1996, by all
directors of the Company, by the executive officers of the Company named in
the Summary Compensation Table, and by all directors and executive officers of
the Company as a group.
<TABLE>
<CAPTION>
Shares Beneficially Owned
Name and Address(1) -------------------------
of Beneficial Owner Number Percentage(2)
- ------------------- ------ -------------
<S> <C> <C> <C>
Richard J. Bogomolny 50,000 *
Frank E. Brick 87,483 (3) *
John H. Cribb 95,666 (4) *
Robert A. Goodman 97,390 (5) *
Robert F. Meyerson 418,460 (6) 2.6%
William J. Murphy 161,450 (7) *
Raj Reddy 58,500 (8) *
Norton W. Rose 45,500 (9) *
Dan R. Wipff 78,000(10) *
All directors and executive officers as a group
(10 persons) 1,116,832(11) 6.7%
<FN>
* less than 1 percent
(1) The address for the named individuals is 3330 West Market Street,
Akron, Ohio 44333.
(2) Computed based upon the 16,048,923 Shares outstanding as of June 30,
1996, as adjusted with respect to the Shares which may be acquired
within 60 days by exercise of options by the person whose
percentage ownership is being computed.
(3) Includes 33,333 Shares which may be acquired within 60 days by
exercise of options. Also includes 30,000 Shares awarded to Mr. Brick
under the Restricted Stock Plan, which will vest in 10,000 Share
increments on
</TABLE>
14
<PAGE> 15
October 27, 1996, 1997 and 1998, provided that he is then employed by
the Company, and are subject to transfer restrictions during the
respective vesting periods.
(4) Includes 1,000 Shares owned by Mr. Cribb's wife as to which Shares Mr.
Cribb disclaims beneficial ownership and 79,666 Shares which may be
acquired within 60 days by exercise of options. Also includes 8,000
Shares awarded to Mr. Cribb under the Restricted Stock Plan, 2,000 of
which have vested since June 30, 1996, with the remaining Shares
vesting in 2,000 Share increments on July 17, 1997, 1998 and 1999,
provided that he is then employed by the Company, and being subject to
transfer restrictions during the respective vesting periods.
(5) Includes 8,900 Shares owned by Mr. Goodman's wife as to which Shares
Mr. Goodman disclaims beneficial ownership and 78,500 Shares which may
be acquired within 60 days by exercise of options.
(6) Includes 127,750 Shares beneficially owned by Mr. Meyerson's wife
(4,950 of which are held by Mrs. Meyerson as custodian for
grandchildren under the Uniform Gifts to Minors Act) as to which
Shares Mr. Meyerson disclaims beneficial ownership and 158,318 Shares
which may be acquired within 60 days by exercise of options.
(7) Includes 1,000 Shares owned by Mr. Murphy's wife as to which Shares
Mr. Murphy disclaims beneficial ownership and 130,000 Shares which may
be acquired within 60 days by exercise of options. Also includes
14,000 Shares awarded to Mr. Murphy under the Restricted Stock Plan,
2,000 of which have vested since June 30, 1996, 6,000 of which will
vest in 3,000 Share increments on May 18, 1997 and 1998, and the
remaining 6,000 of which will vest in 2,000 Share increments on July
17, 1997, 1998 and 1999, provided with respect to each of the
foregoing installments that he is then employed by the Company, and
all of which installments are subject to transfer restrictions during
the respective vesting periods.
(8) Includes 51,000 Shares which may be acquired within 60 days by
exercise of options.
(9) Includes 40,000 Shares which may be acquired within 60 days by
exercise of options.
(10) Includes 17,500 Shares which may be acquired within 60 days by
exercise of options.
(11) Includes 606,649 Shares which may be acquired within 60 days by
exercise of options and 56,000 Shares awarded under the Restricted
Stock Plan, of which 5,000 Shares have vested since June 30, 1996, and
provided the respective awardees are then employed by the Company,
10,000 Shares will vest during the remaining portion of Fiscal 1997;
18,000 Shares, in each of Fiscal 1998 and 1999; and 5,000 Shares, in
Fiscal 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND TRANSACTIONS
-----------------------------------------------
In October 1992, the Company's outside directors asked Mr. Meyerson to
reassume the position of Chief Executive Officer, a position he
15
<PAGE> 16
had previously held from 1979 to 1985. Following his 1985 retirement from
that office, he had continued to assist the Company only in his more limited
role as Chairman. The Summary Compensation Table under "COMPENSATION OF
EXECUTIVE OFFICERS" under Item 11 above in this Part III sets forth the salary
paid to Mr. Meyerson for his services as Chairman during Fiscal 1996. Mr.
Meyerson has received that same salary as Chairman since September 1989.
The Company's consulting arrangements, described below, with Accipiter
Corporation ("Accipiter"), a consulting firm owned by Mr. Meyerson's wife, are
in lieu of any other compensation to Mr. Meyerson in his capacity as Chief
Executive Officer of the Company. These arrangements were approved by the full
Board of Directors (Mr. Meyerson abstaining) in order to secure Mr. Meyerson's
full-time services for the Company in connection with his reassumption of the
office of Chief Executive Officer in October 1992. Mr. Meyerson's obligations to
the Company under the revised consulting arrangements constitute a full-time
personal commitment by Mr. Meyerson.
The term of the contract governing the Company's consulting arrangements with
Accipiter expired March 31, 1996. The contract required Accipiter's services to
the Company to be principally performed by Mr. Meyerson and included all
services that would customarily be performed by a Chief Executive Officer of a
public company of the Company's size and character. For such services, Accipiter
received from the Company a fee of $840,000 per year, plus $240,000 per year in
reimbursement of Accipiter's general administrative and overhead expenses and
reimbursement of its out-of-pocket expenses incurred on behalf of the Company.
The contract provided for Accipiter to receive a liquidation benefit equal to
three years' consulting fee in certain events, including a failure by Telxon to
extend the agreement beyond March 31, 1996. Pending finalization of new
contractual arrangements with Accipiter and/or Mr. Meyerson, the parties have
continued to perform under the terms of the expired contract.
As part of its five-year plan, Telxon 2000, announced in August 1995, the
Company has established a program providing key employees and advisors with a
long-term, entrepreneurial incentive opportunity to purchase stock in its
technology subsidiaries, thereby more closely aligning their objectives with the
long-term goals of the Company. Such investments are subject to certain risks
and restrictions and are based on outside opinions of the subsidiary's market
value. Purchases of stock made under the program since the implementation of the
program during Fiscal 1996 included the following investments in the Company's
Metanetics Corporation subsidiary: $409,984 by Accipiter, $30,772 by Mr. Brick,
President and Chief Operating Officer of the Company, and $60,772 by Mr.
Murphy, Senior Executive Vice President, Global Sales and Marketing of the
Company. Loans in the following principal amounts, bearing interest at eight
percent per annum and secured by the portion of the stock purchased with the
loan proceeds, were among those extended in connection with program investments
during Fiscal 1996 and remain outstanding in full, plus interest: $279,987 to
Accipiter, $16,618 to Mr. Brick and $16,618 to Mr. Murphy.
16
<PAGE> 17
During Fiscal 1996, the Board of Directors approved personal loans to Mr.
Meyerson. The largest amount of such indebtedness outstanding during Fiscal 1996
was $269,041 (principal and interest). Repayments reduced the outstanding loan
balance to zero in March 1996. Renewed borrowings of $250,000 in April 1996 and
an additional $100,000 in June 1996 remained outstanding, plus accrued
interest, at June 30, 1996. The above loans bore/bear interest at ten percent
per annum through January 15, 1996 and, reflecting the decrease in the
Company's borrowing costs, at eight percent thereafter.
Under the terms of his employment agreement with the Company for Fiscal 1994,
Mr. Murphy received a $200,000 interest-free loan from the Company on March 29,
1993, for his use in purchasing a home in connection with his then promotion to
Executive Vice President, North American Operations and associated relocation to
Akron. The loan, which was originally due April 1, 1994, has been extended by
the Company. The largest amount of such indebtedness outstanding during
Fiscal 1996 was $200,000, and at June 30, 1996, $150,000 remained outstanding.
In addition, the Company has advanced certain withholding taxes owed by Mr.
Murphy with respect to Shares awarded to him under the Restricted Stock Plan as
shown in the Summary Compensation Table included in Item 11 above in this Part
III; the largest amount of such advances outstanding during Fiscal 1996 was
$46,094, which remains oustanding.
On December 3, 1993, and January 5, 1994, Mr. Brick received loans of $75,985
and $58,000, respectively, from the Company, for his use in payment of
withholding and estimated tax obligations incurred with respect to Shares
awarded to him under the Restricted Stock Plan as shown in the Summary
Compensation Table included in Item 11 above. The loans are secured by the
restricted stock and bear interest at two percent in excess of the prime rate,
adjusted quarterly. The principal and accrued interest are due on October 27,
1996 or any earlier termination of Mr. Brick's employment. Mr. Brick is also
required to make annual mandatory principal reductions with respect to these
loans equal to 50 percent of any after-tax bonus received. The largest amount of
such indebtedness outstanding during Fiscal 1996 was $164,005 (principal and
interest). At June 30, 1996, Mr. Brick owed the Company $167,429 (principal and
interest) in respect of such loans.
For information concerning the legal fees paid and expenses reimbursed to
Goodman Weiss Miller Goldfarb, of which Mr. Goodman is senior partner, and
concerning payments to Premier Travel Partners, which is 11 percent owned by
members of Mr. Rose's family, see "COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION" under Item 11 above in this Part III.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
- ---------------------------------------------------------------------------
(a) List of documents filed as part of the Form 10-K:
(1) Consolidated Financial Statements: Reference is made to the
Index on Page 34 of the Form 10-K as originally filed on
July 1, 1996.
(2) Financial Statement Schedule: Reference is made to the Index
on Page 34 of the Form 10-K as originally
17
<PAGE> 18
filed on July 1, 1996. All other schedules are omitted
because they are not applicable or the required information
is shown in the financial statements or the notes thereto.
(3) Exhibits required by Item 601 of Regulation S-K:
3.1 Restated Certificate of Incorporation of Registrant,
incorporated herein by reference to Exhibit No. 3.1 to
Registrant's Form 10-K filed for the year ended March 31,
1993.
3.2 Amended and Restated By-Laws of Registrant, as amended,
incorporated herein by reference to Exhibit No. 2(b) to
Registrant's Registration Statement on Form 8-A with respect
to its Common Stock filed pursuant to Section 12(g) of the
Securities Exchange Act, as amended by Amendment No. 1
thereto filed under cover of a Form 8.
4.1 Portions 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 3.1 to
Registrant's Form 10-K for the year ended March 31, 1993.
4.2 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, incorporated herein by
reference to Exhibit 4.2 to the Registrant's Form 10-Q filed
for the quarter ended June 30, 1995.
4.3 Rights Agreement between Registrant and AmeriTrust Company
National Association, as Rights Agent, dated as of August
25, 1987, incorporated herein by reference to Exhibit 2(c)
to Amendment No. 1, dated May 21, 1992, to Registrant's
Registration Statement on Form 8-A, filed December 19, 1983,
with respect to Registrant's Common Stock.
4.3.1 Form of Rights Certificate (included as Exhibit A
to the Rights Agreement included as Exhibit 4.3
above). 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 is included
as Exhibit 4.2 above, 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
18
<PAGE> 19
the Distribution Date, Rights Certificates will be
mailed to each holder of Registrant's Common Stock
as of the close of business on the Distribution
Date.
4.4 Indenture by and between the Registrant and AmeriTrust
Company National Association, as Trustee, dated as of June
1, 1987, regarding Registrant's 7-1/2% Convertible
Subordinated Debentures Due 2012, incorporated herein by
reference to Exhibit 4.2 to Registrant's Registration
Statement on Form S-3, Registration No. 33-14348, filed May
18, 1987.
4.4.1 Form of Registrant's 7-1/2% Convertible
Subordinated Debentures Due 2012 (set forth in the
Indenture included as Exhibit 4.4 above).
4.5 Indenture by and between the Registrant and Bank One Trust
Company, N.A., as Trustee, dated as of December 1, 1995,
regarding Registrant's 5-3/4% Convertible Subordinated Notes
due 2003, incorporated herein by reference to Exhibit 4.1 to
Registrant's Registration Statement on Form S-3,
Registration No. 333-1189, filed February 23, 1996.
4.5.1 Form of Registrant's 5-3/4% Convertible
Subordinated Notes due 2003 issued under the
Indenture included as Exhibit 4.5 above,
incorporated herein by reference to Exhibit 4.2 to
Registrant's Registration Statement on Form S-3,
Registration No. 333-1189, filed February 23,
1996.
4.5.2 Registration Rights Agreement by and among the
Registrant and Hambrecht & Quist LLC and
Prudential Securities Incorporated, as the Initial
Purchasers of Registrant's 5-3/4% Convertible
Subordinated Notes due 2003, with respect to the
registration of said Notes under applicable
securities laws, incorporated herein by reference
to Exhibit 4.3 to Registrant's Registration
Statement on Form S-3, Registration No. 333-1189,
filed February 23, 1996.
10.1 Compensation and Benefits Plans of the Registrant.
10.1.1 Amended and Restated Retirement and Uniform
Matching Profit-Sharing Plan of Registrant,
effective July 1, 1993, incorporated herein by
reference to Exhibit 10.1.1 to Registrant's Form
10-K filed for the year ended March 31, 1994.
19
<PAGE> 20
10.1.1.a Amendment, dated January 1, 1994,
incorporated herein by reference to
Exhibit 10.1.1.a to Registrant's Form
10-K filed for the year ended March 31,
1994.
10.1.1.b Amendment, dated April 1, 1994,
incorporated herein by reference to
Exhibit 10.1.1.b to Registrant's Form
10-K filed for the year ended March 31,
1994.
10.1.1.c Amendment, dated January 1, 1994,
incorporated herein by reference to
Exhibit 10.1.1.c to Registrant's Form
10-Q filed for the quarter ended
December 31, 1994.
10.1.2 1988 Stock Option Plan of Registrant, incorporated
herein by reference to Exhibit 10.1.2 to
Registrant's Form 10-K filed for the year ended
March 31, 1994.
10.1.2.a Amendment, dated January 31, 1990,
incorporated herein by reference to
Exhibit 10.1.2.a to Registrant's Form
10-K filed for the year ended March 31,
1994.
10.1.3 1990 Stock Option Plan for employees of the
Registrant, as amended, incorporated herein by
reference to Exhibit 10.1.3 to Registrant's Form
10-Q filed for the quarter ended September 30,
1995.
10.1.4 1990 Stock Option Plan for Non-Employee Directors
of the Registrant, as amended, incorporated herein
by reference to Exhibit 10.1.4 to Registrant's
Form 10-Q filed for the quarter ended September
30, 1995.
10.1.5 Non-Qualified Stock Option Agreement between the
Registrant and Raj Reddy, dated as of October 17,
1988, incorporated herein by reference to Exhibit
10.1.6 to Registrant's Form 10-K filed for the
year ended March 31, 1994.
10.1.5.a Description of amendment extending
option term, incorporated herein by
reference to Exhibit 10.1.6.a to
Registrant's Form 10-Q filed for the
quarter ended September 30, 1994.
20
<PAGE> 21
10.1.6 1992 Restricted Stock Plan of the Registrant,
incorporated herein by reference to Exhibit
10.1.17 to the Registrant's Form 10-Q filed for
the quarter ended December 31, 1993.
10.1.6.a Amendment, dated December 7, 1993,
incorporated herein by reference to
Exhibit 10.1.17.a to the Registrant's
Form 10-Q filed for the quarter ended
December 31, 1993.
10.1.6.b Amendment, dated July 18, 1994,
incorporated herein by reference to
Exhibit 10.1.17.b to Registrant's Form
10-Q filed for the quarter ended
September 30, 1994.
10.1.7 1995 Employee Stock Purchase Plan of the
Registrant, as amended, incorporated herein by
reference to Exhibit 10.1.7 to Registrant's Form
10-Q filed for the quarter ended September 30,
1995.
10.1.8 Description of compensation arrangements between
the Registrant and Robert F. Meyerson, Chairman of
the Board of Registrant, incorporated herein by
reference to 10.1.7 to Registrant's Form 10-Q
filed for the quarter ended June 30, 1995.
10.1.9 Employment Agreement between Telxon Products,
Inc., a wholly owned subsidiary of the Registrant,
and Dan R. Wipff, dated September 29, 1994,
incorporated herein by reference to Exhibit 10.1.8
to Registrant's Form 10-Q filed for the quarter
ended September 30, 1994.
10.1.10 Consulting Agreement between the Registrant and
Accipiter Corporation, dated March 6, 1992,
incorporated herein by reference to Exhibit 10.17
to the Registrant's Form 10-K filed for the year
ended March 31, 1992.
10.1.11 Services and Non-Competition Agreement, dated as
of January 18, 1993, among Accipiter Corporation,
Robert F. Meyerson and the Registrant,
incorporated herein by reference to Exhibit 10.28
to the Registrant's Form 10-Q filed for the
quarter ended December 31, 1992.
21
<PAGE> 22
10.1.12 Employment Agreement between the Registrant and
John H. Cribb effective as of April 1, 1993,
incorporated herein by reference to Exhibit
10.1.11 to Registrant's Form 10-K filed for the
year ended March 31, 1994.
10.1.13 Employment Agreement between the Registrant and D.
Michael Grimes, dated as of February 25, 1993,
incorporated herein by reference to Exhibit
10.1.14 to the Registrant's Form 10-K filed for
the year ended March 31, 1993.
10.1.14 Employment Agreement between the Registrant and
William J. Murphy, dated as of March 12, 1993,
incorporated herein by reference to Exhibit
10.1.15 to the Registrant's Form 10-K filed for
the year ended March 31, 1993.
10.1.15 Employment Agreement between the Registrant and
Frank Brick, effective as of October 15, 1993,
incorporated herein by reference to Exhibit
10.1.16 on Registrant's Form 10-Q filed for the
quarter ended September 30, 1994.
10.1.16 Employment Agreement between the Registrant and
David B. Swank, effective as of August 22, 1994,
incorporated herein by reference to Exhibit
10.1.18 to Registrant's Form 10-Q filed for the
quarter ended September 30, 1994.
10.2 Material Leases of the Registrant.
10.2.1 Lease between Registrant and 3330 W. Market
Properties, dated as of December 30, 1986,
incorporated herein by reference to Exhibit 10.2.1
to Registrant's Form 10-K filed for the year ended
March 31, 1994.
10.2.2 Lease between Itronix Corporation, a wholly owned
subsidiary of the Registrant, and Hutton
Settlement, Inc., dated as of April 5, 1993,
incorporated herein by reference to Exhibit 10.2.3
to the Registrant's Form 10-K filed for the year
ended March 31, 1993.
10.2.3 Commercial Lease and Condominium Lease Agreement
between Itronix Corporation, a wholly owned
subsidiary of the Registrant, and Metropolitan
Mortgage & Securities Company, Inc., dated May 26,
1994, incorporated herein by reference to Exhibit
22
<PAGE> 23
10.2.3 to Registrant's Form 10-K for the year
ended March 31, 1995.
10.2.4 Standard Office Lease (Modified Net Lease) between
Registrant and John D. Dellagnese III, dated as of
July 19, 1995, including Addendum thereto,
included as Exhibit 10.2.4 to the Form 10-K as
originally filed July 1, 1996.
10.2.4.a Second Addendum to Lease included as
Exhibit 10.2.4 above, dated as of
October 5, 1995, included as Exhibit
10.2.4.a to the Form 10-K as originally
filed July 1, 1996.
10.2.4.b Third Addendum to Lease included as
Exhibit 10.2.4 above, dated as of March
1, 1996, included as Exhibit 10.2.4.b
to the Form 10-K as originally filed
July 1, 1996.
10.3 Credit Agreements of the Registrant.
10.3.1 Amended and Restated Revolving Credit, Term Loan
and Security Agreement between the Registrant and
the Bank of New York Commercial Corporation, dated
as of March 31, 1995 (replaced by the unsecured
revolving credit facility established by the
Credit Agreement included as Exhibit 10.3.2
below), incorporated herein by reference to
Exhibit 10.3 to Registrant's Form 10-K for the
year ended March 31, 1995.
10.3.1.a Amendment No. 1, dated as of June 16,
1995, to the Amended and Restated
Revolving Credit, Term Loan and Security
Agreement between the Registrant and the
Bank of New York Commercial Corporation,
incorporated herein by reference to
Exhibit 10.3.1 to Registrant's Form 10-K
for the year ended March 31, 1995.
10.3.1.b Amendment No. 2, dated as of December 1,
1995, to the Amended and Restated
Revolving Credit, Term Loan and Security
Agreement between the Registrant and the
Bank of New York Commercial Corporation,
incorporated herein by reference to
Exhibit 10.3.1.b
23
<PAGE> 24
to Registrant's Form 10-Q filed for the
quarter ended December 31, 1995.
10.3.2 Credit Agreement by and among the Registrant, the
lenders party thereto from time to time and The
Bank of New York, as letter of credit issuer,
swing line lender and agent for the lenders, dated
as of March 8, 1996 (replaced the secured
revolving and term loan facility established by
the Amended and Restated Revolving Credit, Term
Loan and Security Agreement included as Exhibit
10.3.1 above, as amended by Amendments No. 1 and 2
thereto included as Exhibits 10.3.1.a and 10.3.1.b
above), included as Exhibit 10.3.2 to the Form
10-K as originally filed July 1, 1996.
10.3.3 Business Purpose Revolving Promissory Note made by
the Registrant in favor of Bank One, Akron, N.A.,
dated September 8, 1995, and related Letter
Agreement between them of even date, incorporated
herein by reference to Exhibit 10.3.2 to
Registrant's Form 10-Q filed for the quarter ended
September 30, 1995.
10.3.4 Business Purpose Revolving Promissory Note made by
the Registrant in favor of Bank One, Akron, N.A.,
dated November 24, 1995, and related Letter
Agreement between them dated November 22, 1995,
incorporated herein by reference to Exhibit 10.3.3
to Registrant's Form 10-Q filed for the quarter
ended December 31, 1995.
10.3.5 Business Purpose Revolving Promissory Note made by
the Registrant in favor of Bank One, Akron, N.A.,
dated January 31, 1996, and related Letter
Agreement between them dated of even date,
incorporated herein by reference to Exhibit 10.3.4
to Registrant's Form 10-Q filed for the quarter
ended December 31, 1995.
10.3.6 Business Purpose Revolving Promissory Note made by
the Registrant in favor of Bank One, Akron, N.A.,
dated February 29, 1996, and related Letter
Agreement between them dated of even date,
included as Exhibit 10.3.6 to the Form 10-K as
originally filed July 1, 1996.
24
<PAGE> 25
10.3.7 Business Purpose Revolving Promissory Note (Swing
Line) made by the Registrant in favor of Bank One,
Akron, N.A., dated March 20, 1996, included as
Exhibit 10.3.7 to the Form 10-K as originally
filed July 1, 1996.
10.4 Amended and Restated Agreement between the Registrant and
Symbol Technologies, Inc., dated as of September 30, 1992,
incorporated herein by reference to Exhibit 10.4 to
Registrant's Form 10-K for the year ended March 31, 1993.
10.5 Plan and Agreement of Merger, dated as of January 18, 1993,
among the Registrant, WSACO, Inc. and Tele-transaction,
Inc., incorporated herein by reference to Exhibit 10.29 to
the Registrant's Form 10-Q filed for the quarter ended
December 31, 1992.
10.5.1 Notice of Termination by WSACO, Inc., as
contemplated by Section 5.7 of the Plan and
Agreement of Merger, of Amended and Restated
Consulting Agreement between Accipiter Corporation
and Teletransaction, Inc., incorporated herein by
reference to Exhibit 10.7.1 to Registrant's Form
10-K for the year ended March 31, 1993.
10.6 Agreement for Sale and Licensing of Assets between AST
Research, Inc. and PenRight! Corporation, a wholly owned
subsidiary of the Registrant, dated as of January 26, 1994,
incorporated herein by reference to Exhibit 10.11 to the
Registrant's Form 10-Q for the quarter ended December 31,
1993.
10.7 Agreement of Purchase and Sale of Assets by and among Vision
Newco, Inc., a wholly owned subsidiary of the Registrant,
Virtual Vision, Inc., as debtor and debtor in possession,
and the Official Unsecured Creditors' Committee, on behalf
of the bankruptcy estate of Virtual Vision, dated as of July
13, 1995, incorporated herein by reference to Exhibit 10.8
to Registrant's Form 10-Q filed for the quarter ended June
30, 1995.
10.8 Subscription Agreement by and among New Meta Licensing
Corporation, a subsidiary of the Registrant, and certain
officers of the Registrant as Purchasers, dated as of
September 19, 1995, incorporated herein by reference to
Exhibit 10.8 to Registrant's Form 10-Q, filed for the
quarter ended September 30, 1995.
10.9 Shareholder Agreement by and among New Meta Licensing
Corporation, a subsidiary of the Registrant, and its
Shareholders, including the
25
<PAGE> 26
officers of the Registrant party to the Subscription
Agreement included as Exhibit 10.8 above, dated as of
September 29, 1995, incorporated herein by reference to
Exhibit 10.9 to Registrant's Form 10-Q, filed for the
quarter ended September 30, 1995.
10.9.1 First Amendment, dated as of September 29, 1995,
to the Shareholder Agreement included as Exhibit
10.9 above, incorporated herein by reference to
Exhibit 10.9.1 to Registrant's Form 10-Q filed for
the quarter ended December 31, 1995.
10.9.2 Second Amendment, dated as of January, 1996, to
the Shareholder Agreement included As Exhibit 10.9
above, incorporated herein by reference to Exhibit
10.9.2 to Registrant's Form 10-Q filed for the
quarter ended December 31, 1995.
10.9.3 Amended and Restated Shareholder Agreement by and
among Metanetics Corporation (fka New Meta
Licensing Corporation) and its Shareholders, dated
as of March 28, 1996, superseding the Shareholder
Agreement included as Exhibit 10.9 above, as
amended, included as Exhibit 10.9.3 to the
Form 10-K as originally filed July 1, 1996.
10.9.4 First Amendment, dated as of March 30, 1996, to
the Amended and Restated Shareholder Agreement
included as Exhibit 10.9.3 above, included as
Exhibit 10.9.4 to the Form 10-K as originally
filed July 1, 1996.
11. Computation of Common Shares outstanding and earnings per
share for the fiscal year ended March 31, 1996, 1995 and
1994, included as Exhibit 11 to the Form 10-K as originally
filed July 1, 1996.
21. Subsidiaries of the Registrant, filed herewith in
replacement of the corresponding Exhibit included as part
of the Form 10-K as originally filed.
23. Consent of Coopers & Lybrand L.L.P., included as Exhibit 23
to the Form 10-K as originally filed July 1, 1996.
24. Power of Attorney executed by members of the Board of
Directors of Registrant, included as Exhibit 24 to the Form
10-K as originally filed July 1, 1996.
26
<PAGE> 27
27. Financial Data Schedule as of March 31, 1996, included as
Exhibit 27 to the Form 10-K as originally filed July 1,
1996.
(b) Reports on Form 8-K
No current report on Form 8-K was filed by Registrant during the last
quarter of the fiscal year ended March 31, 1996. Subsequent to the end
of that fiscal quarter the Registrant filed the following Current
Reports on Form 8-K: (i) Current Report dated May 21, 1996, attaching
the Registrant's press release of that date which announced its
financial results for the fourth fiscal quarter and fiscal year ended
March 31, 1996 as well as discussing the effects of its financial
condition at that date under the subordination provisions of its
$82,500,000 in principal amount of 5-3/4% Convertible Subordinated
Notes due 2003 issued in December 1995 (the press release as
incorporated into the Form 8-K included consolidated balance sheets
for the Registrant as of March 31, 1996 and 1995 and condensed
consolidated statements of income for the three-month periods
(unaudited) and fiscal years ended March 31, 1996 and 1995); (ii)
Current Report dated June 19, 1996 attaching the Registrant's press
release of that date which announced changes in the Registrant's
senior management, expected financial results for the fiscal year
ending March 31, 1997, including an anticipated loss of approximately
$8,400,000, or $.50 per share, for the first half of fiscal 1997, and
the recommendation of management to Registrant's Board of Directors
that the Registrant repurchase common stock and convertible bonds
(neither the Form 8-K nor the press release included any financial
statements); (iii) Current Report dated July 8, 1996, attaching the
Registrant's press release of that date reporting the authorization
by the Company's Board of Directors of the repurchase by the Company
of up to three million of its outstanding Shares and the initial
repurchases made under the repurchase program (neither the Form 8-K
nor the press release included any financial statements); and (iv)
Current Report dated July 17, 1996, attaching the Registrant's press
release of that date which announced its financial results for the
first fiscal quarter ended June 30, 1996 as well as discussing the
effects of its financial condition at that date under the
subordination provisions of the 5-3/4% Convertible Subordinated
Notes (the press release as incorporated into the Form 8-K included
consolidated balance sheets for the Registrant as of June 30, 1996
(unaudited) and March 31, 1996 and condensed consolidated statements
of income for the three-month periods (unaudited) ended June 30, 1996
and 1995.
27
<PAGE> 28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 on Form 10-K/A to its Annual
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
TELXON CORPORATION
Date: July 29, 1996 By: /s/ Robert F. Meyerson
----------------------
Robert F. Meyerson, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form
10-K/A has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated. This report may be
signed in multiple counterparts, all of which taken together shall constitute a
single document.
<TABLE>
<S> <C> <C>
Chairman of the Board,
/s/ Robert F. Meyerson Chief Executive Officer July 29, 1996
- -------------------------- (principal executive officer)
Robert F. Meyerson and Director
* John H. Cribb Vice Chairman of the Board July 29, 1996
- -------------------------- and Director
John H. Cribb
/s/ Frank E. Brick President, Chief Operating July 29, 1996
- -------------------------- Officer and Director
Frank E. Brick
/s/ Kenneth W. Haver Senior Vice President,
- -------------------------- Chief Financial Officer
Kenneth W. Haver (principal financial officer) July 29, 1996
and Treasurer
/s/ Larry E. Shai Corporate Controller July 29, 1996
- -------------------------- (principal accounting officer)
Larry E. Shai
* Dr. Raj Reddy Director July 29, 1996
- --------------------------
Dr. Raj Reddy
* Robert A. Goodman Director July 29, 1996
- --------------------------
Robert A. Goodman
* Norton W. Rose Director July 29, 1996
- --------------------------
Norton W. Rose
* Richard J. Bogomolny Director July 29, 1996
- --------------------------
Richard J. Bogomolny
<FN>
* The undersigned, by signing his name hereto, does sign and execute
this Form 10-K/A pursuant to the Power of Attorney previously filed with the
Securities and Exchange Commission as Exhibit 24 to the Form 10-K hereby being
amended on behalf of the Directors named therein unless otherwise indicated by
manual signature on this Form 10-K/A.
</TABLE>
Date: July 29, 1996 By: /s/ Kenneth W. Haver
--------------------
Kenneth W. Haver, Attorney-in-fact
28
<PAGE> 29
TELXON CORPORATION
EXHIBITS TO
AMENDMENT NO. 1 ON FORM 10-K/A TO
FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 31, 1996
<PAGE> 30
INDEX TO EXHIBITS
-----------------
Page
* 3.1 Restated Certificate of Incorporation of Registrant,
incorporated by reference to Exhibit No. 3.1 to Registrant's
Form 10-K filed for the year ended March 31, 1993.
* 3.2 Amended and Restated By-Laws of Registrant, as amended,
incorporated by reference to Exhibit No. 2(b) to
Registrant's Registration Statement on Form 8-A with respect
to its Common Stock filed pursuant to Section 12(g) of the
Securities Exchange Act, as amended by Amendment No. 1
thereto filed under cover of a Form 8.
* 4.1 Portions 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 by reference to Exhibit 3.1 to Registrant's
Form 10-K for the year ended March 31, 1993.
* 4.2 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, incorporated herein by
reference to Exhibit 4.2 to Registrant's Form 10-Q filed for
the quarter ended June 30, 1995.
* 4.3 Rights Agreement between Registrant and AmeriTrust Company
National Association, as Rights Agent, dated as of August
25, 1987, incorporated herein by reference to Exhibit 2(c)
to Amendment No. 1, dated May 21, 1992, to Registrant's
Registration Statement on Form 8-A, filed December 19, 1983,
with respect to Registrant's Common Stock.
* 4.3.1 Form of Rights Certificate (included as Exhibit A
to the Rights Agreement included as Exhibit 4.3
above). 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 is included
as Exhibit 4.2 above, 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 Registrant's Common Stock
as of the close of business on the Distribution
Date.
* 4.4 Indenture by and between the Registrant and AmeriTrust
Company National Association, as Trustee, dated as of June
1, 1987, regarding Registrant's 7-1/2% Convertible
<PAGE> 31
Subordinated Debentures Due 2012, incorporated herein by
reference to Exhibit 4.2 to Registrant's Registration
Statement on Form S-3, Registration No. 33-14348, filed May
18, 1987.
* 4.4.1 Form of the Registrant's 7-1/2% Convertible
Subordinated Debentures Due 2012 (set forth in the
Indenture included as Exhibit 4.4 above).
* 4.5 Indenture by and between the Registrant and Bank One Trust
Company, N.A., as Trustee, dated as of December 1, 1995,
regarding Registrant's 5-3/4% Convertible Subordinated Notes
due 2003, incorporated herein by reference to Exhibit 4.1 to
Registrant's Registration Statement on Form S-3,
Registration No. 333-1189, filed February 23, 1996.
* 4.5.1 Form of Registrant's 5-3/4% Convertible
Subordinated Notes due 2003 issued under the
Indenture included as Exhibit 4.5 above,
incorporated herein by reference to Exhibit 4.2 to
Registrant's Registration Statement on Form S-3,
Registration No. 333-1189, filed February 23,
1996.
* 4.5.2 Registration Rights Agreement by and among the
Registrant and Hambrecht & Quist LLC and
Prudential Securities Incorporated, as the Initial
Purchasers of Registrant's 5-3/4% Convertible
Subordinated Notes due 2003, with respect to the
registration of said Notes under applicable
securities laws, incorporated herein by reference
to Exhibit 4.3 to Registrant's Registration
Statement on Form S-3, Registration No. 333-1189,
filed February 23, 1996.
10.1 Compensation and Benefits Plans of the Registrant.
* 10.1.1 Amended and Restated Retirement and Uniform
Matching Profit-Sharing Plan of Registrant,
effective July 1, 1993, incorporated herein by
reference to Exhibit 10.1.1 to Registrant's Form
10-K filed for the year ended March 31, 1994.
* 10.1.1.a Amendment, dated January 1, 1994,
incorporated herein by reference to
Exhibit 10.1.1.a to Registrant's Form
10-K filed for the year ended March 31,
1994.
* 10.1.1.b Amendment, dated April 1, 1994,
incorporated herein by reference to
Exhibit 10.1.1.b to Registrant's Form
10-K filed for the year ended March 31,
1994.
* 10.1.1.c Amendment, dated January 1, 1994,
incorporated herein by reference to
Exhibit 10.1.1.c to Registrant's Form
I-2
<PAGE> 32
10-Q field for the quarter ended December 31, 1994.
* 10.1.2 1988 Stock Option Plan of Registrant, incorporated
herein by reference to Exhibit 10.1.2 to
Registrant's Form 10-K filed for the year ended
March 31, 1994.
* 10.1.2.a Amendment, dated January 31, 1990,
incorporated herein by reference to
Exhibit 10.1.2.a to Registrant's Form
10-K filed for the year ended March 31,
1994.
* 10.1.3 1990 Stock Option Plan for employees of the
Registrant, as amended, incorporated herein by
reference to Exhibit 10.1.3 to Registrant's Form
10-Q filed for the quarter ended September 30,
1995.
* 10.1.4 1990 Stock Option Plan for Non-Employee Directors
of the Registrant, as amended, incorporated herein
by reference to Exhibit 10.1.4 to Registrant's
Form 10-Q filed for the quarter ended September
30, 1995.
* 10.1.5 Non-Qualified Stock Option Agreement between the
Registrant and Raj Reddy, dated as of October 17,
1988, incorporated herein by reference to Exhibit
10.1.6 to Registrant's Form 10-K filed for the
year ended March 31, 1994.
10.1.5.a Description of amendment extending
* option term, incorporated herein by
reference to Exhibit 10.1.6.a to
Registrant's Form 10-Q filed for the
quarter ended September 30, 1994.
* 10.1.6 1992 Restricted Stock Plan of the Registrant,
incorporated herein by reference to Exhibit
10.1.17 to the Registrant's Form 10-Q filed for
the quarter ended December 31, 1993.
* 10.1.6.a Amendment, dated December 7, 1993,
incorporated herein by reference to
Exhibit 10.1.17.a to the Registrant's
Form 10-Q filed for the quarter ended
December 31, 1993.
* 10.1.6.b Amendment, dated July 18, 1994,
incorporated herein by reference to
Exhibit 10.1.17.b to Registrant's Form
10-Q filed for the quarter ended
September 30, 1994.
* 10.1.7 1995 Employee Stock Purchase Plan of the
Registrant, as amended, incorporated herein by
reference to Exhibit 10.1.7 to Registrant's Form
10-Q filed for the quarter ended September 30,
1995.
I-3
<PAGE> 33
* 10.1.8 Description of compensation arrangements between
the Registrant and Robert F. Meyerson, Chairman of
the Board of Registrant, incorporated herein by
reference to Exhibit 10.1.7 to Registrant's Form
10-Q filed for the quarter ended September 30,
1995.
* 10.1.9 Employment Agreement between Telxon Products,
Inc., a wholly owned subsidiary of the Registrant,
and Dan R. Wipff, dated September 29, 1994,
incorporated herein by reference to Exhibit 10.1.8
to Registrant's Form 10-Q filed for the quarter
ended September 30, 1994.
* 10.1.10 Consulting Agreement between the Registrant and
Accipiter Corporation, dated March 6, 1992,
incorporated herein by reference to Exhibit 10.17
to the Registrant's Form 10-K filed for the year
ended March 31, 1992.
* 10.1.11 Services and Non-Competition Agreement, dated as
of January 18, 1993, among Accipiter Corporation,
Robert F. Meyerson and the Registrant,
incorporated herein by reference to Exhibit 10.28
to the Registrant's Form 10-Q filed for the
quarter ended December 31, 1992.
* 10.1.12 Employment Agreement between the Registrant and
John H. Cribb effective as of April 1, 1993,
incorporated herein by reference to Exhibit
10.1.11 to Registrant's Form 10-K filed for the
year ended March 31, 1994.
* 10.1.13 Employment Agreement between the Registrant and D.
Michael Grimes, dated as of February 25, 1993,
incorporated herein by reference to Exhibit
10.1.14 to the Registrant's Form 10-K filed for
the year ended March 31, 1993.
* 10.1.14 Employment Agreement between the Registrant and
William J. Murphy, dated as of March 12, 1993,
incorporated herein by reference to Exhibit
10.1.15 to the Registrant's Form 10-K filed for
the year ended March 31, 1993.
* 10.1.15 Employment Agreement between the Registrant and
Frank Brick, effective as of October 15, 1993,
incorporated herein by reference to Exhibit
10.1.16 on Registrant's Form 10-Q filed for the
quarter ended September 30, 1994.
* 10.1.16 Employment Agreement between the Registrant and
David B. Swank, effective as of August 22, 1994,
incorporated herein by reference to Exhibit
10.1.18 to Registrant's Form 10-Q filed for the
quarter ended September 30, 1994.
I-4
<PAGE> 34
10.2 Material Leases of the Registrant.
* 10.2.1 Lease between Registrant and 3330 W. Market
Properties, dated as of December 30, 1986,
incorporated herein by reference to Exhibit 10.2.1
to Registrant's Form 10-K filed for the year ended
March 31, 1994.
* 10.2.2 Lease between Itronix Corporation, a wholly owned
subsidiary of the Registrant, and Hutton
Settlement, Inc., dated as of April 5, 1993,
incorporated herein by reference to Exhibit 10.2.3
to the Registrant's Form 10-K filed for the year
ended March 31, 1993.
* 10.2.3 Commercial Lease and Condominium Lease Agreement
between Itronix Corporation, a wholly owned
subsidiary of the Registrant, and Metropolitan
Mortgage & Securities Company, Inc., dated May 26,
1994, incorporated herein by reference to Exhibit
10.2.3 to Registrant's Form 10-K for the year
ended March 31, 1995.
* 10.2.4 Standard Office Lease (Modified Net Lease) between
Registrant and John D. Dellagnese III, dated as of
July 19, 1995, including Addendum thereto,
included as Exhibit 10.2.4 to the Form 10-K as
originally filed July 1, 1996.
* 10.2.4.a Second Addendum to Lease included as
Exhibit 10.2.4 above, dated as of
October 5, 1995, included as Exhibit
10.2.4.a to the Form 10-K as originally
filed July 1, 1996.
* 10.2.4.b Third Addendum to Lease included as
Exhibit 10.2.4 above, dated as of March
1, 1996, included as Exhibit 10.2.4.b
to the Form 10-K as originally filed
July 1, 1996.
* 10.3.1 Amended and Restated Revolving Credit, Term Loan
and Security Agreement between the Registrant and
the Bank of New York Commercial Corporation, dated
as of March 31, 1995 (replaced by the unsecured
revolving credit facility established by the
Credit Agreement included as Exhibit 10.3.2
below), incorporated herein by reference to
Exhibit 10.3 to Registrant's Form 10-K for the
year ended March 31, 1995.
I-5
<PAGE> 35
* 10.3.1.a Amendment No. 1, dated as of June 16,
1995, to the Amended and Restated
Revolving Credit, Term Loan and Security
Agreement between the Registrant and the
Bank of New York Commercial Corporation,
incorporated herein by reference to
Exhibit 10.3.1 to Registrant's Form 10-K
for the year ended March 31, 1995.
* 10.3.1.b Amendment No. 2, dated as of December 1,
1995, to the Amended and Restated
Revolving Credit, Term Loan and Security
Agreement between the Registrant and the
Bank of New York Commercial Corporation,
incorporated herein by reference to
Exhibit 10.3.1.b to Registrant's Form
10-Q filed for the quarter ended
December 31, 1995.
* 10.3.2 Credit Agreement by and among the Registrant, the
lenders party thereto from time to time and The
Bank of New York, as letter of credit issuer,
swing line lender and agent for the lenders, dated
as of March 8, 1996 (replaced the secured
revolving and term loan facility established by
the Amended and Restated Revolving Credit, Term
Loan and Security Agreement included as Exhibit
10.3.1 above, as amended by Amendments No. 1 and 2
thereto included as Exhibits 10.3.1.a and 10.3.1.b
above), included as Exhibit 10.3.2 to the Form
10-K as originally filed July 1, 1996.
* 10.3.3 Business Purpose Revolving Promissory Note made by
the Registrant in favor of Bank One, Akron, N.A.,
dated September 8, 1995, and related Letter
Agreement between them of even date, incorporated
herein by reference to Exhibit 10.3.2 to
Registrant's Form 10-Q filed for the quarter ended
September 30, 1995.
* 10.3.4 Business Purpose Revolving Promissory Note made by
the Registrant in favor of Bank One, Akron, N.A.,
dated November 24, 1995, and related Letter
Agreement between them dated November 22, 1995,
incorporated herein by reference to Exhibit 10.3.3
to Registrant's Form 10-Q filed for the quarter
ended December 31, 1995.
* 10.3.5 Business Purpose Revolving Promissory Note made by
the Registrant in favor of Bank One, Akron, N.A.,
dated January 31, 1996, and related Letter
Agreement between them dated of even date,
incorporated herein by reference to Exhibit 10.3.4
to Registrant's Form 10-Q filed for the quarter
ended December 31, 1995.
I-6
<PAGE> 36
* 10.3.6 Business Purpose Revolving Promissory Note made by
the Registrant in favor of Bank One, Akron, N.A.,
dated February 29, 1996, and related Letter
Agreement between them dated of even date,
included as Exhibit 10.3.6 to the Form 10-K as
originally filed July 1, 1996.
* 10.3.7 Business Purpose Revolving Promissory Note (Swing
Line) made by the Registrant in favor of Bank One,
Akron, N.A., dated March 20, 1996, included as
Exhibit 10.3.7 to the Form 10-K as originally
filed July 1, 1996.
* 10.4 Amended and Restated Agreement between the Registrant and
Symbol Technologies, Inc., dated as of September 30, 1992,
incorporated herein by reference to Exhibit 10.4 to
Registrant's Form 10-K for the year ended March 31, 1993.
* 10.5 Plan and Agreement of Merger, dated as of January 18, 1993,
among the Registrant, WSACO, Inc. and Tele-transaction,
Inc., incorporated herein by reference to Exhibit 10.29 to
the Registrant's Form 10-Q filed for the quarter ended
December 31, 1992.
* 10.5.1 Notice of Termination by WSACO, Inc., as
contemplated by Section 5.7 of the Plan and
Agreement of Merger, of Amended and Restated
Consulting Agreement between Accipiter Corporation
and Teletransaction, Inc., incorporated herein by
reference to Exhibit 10.7.1 to Registrant's Form
10-K for the year ended March 31, 1993.
* 10.6 Agreement for Sale and Licensing of Assets between AST
Research, Inc. and PenRight! Corporation, a wholly owned
subsidiary of the Registrant, dated as of January 26, 1994,
incorporated herein by reference to Exhibit 10.11 to the
Registrant's Form 10-Q for the quarter ended December 31,
1993.
* 10.7 Agreement of Purchase and Sale of Assets by and among Vision
Newco, Inc., a wholly owned subsidiary of the Registrant,
Virtual Vision, Inc., as debtor and debtor in possession,
and the Official Unsecured Creditors' Committee, on behalf
of the bankruptcy estate of Virtual Vision, dated as of July
13, 1995, incorporated herein by reference to Exhibit 10.8
to Registrant's Form 10-Q filed for the quarter ended June
30, 1995.
* 10.8 Subscription Agreement by and among New Meta Licensing
Corporation, a subsidiary of the Registrant, and certain
officers of the Registrant as Purchasers, dated as of
September 19, 1995, incorporated herein by reference to
Exhibit 10.8 to Registrant's Form 10-Q, filed for the
quarter ended September 30, 1995.
I-7
<PAGE> 37
* 10.9 Shareholder Agreement by and among New Meta Licensing
Corporation, a subsidiary of the Registrant, and its
Shareholders, including the officers of the Registrant party
to the Subscription Agreement included as Exhibit 10.8
above, dated as of September 29, 1995, incorporated herein
by reference to Exhibit 10.9 to Registrant's Form 10-Q,
filed for the quarter ended September 30, 1995.
* 10.9.1 First Amendment, dated as of September 29, 1995,
to the Shareholder Agreement included as Exhibit
10.9 above, incorporated herein by reference to
Exhibit 10.9.1 to Registrant's Form 10-Q filed for
the quarter ended December 31, 1995.
* 10.9.2 Second Amendment, dated as of January, 1996, to
the Shareholder Agreement included As Exhibit 10.9
above, incorporated herein by reference to Exhibit
10.9.2 to Registrant's Form 10-Q filed for the
quarter ended December 31, 1995.
* 10.9.3 Amended and Restated Shareholder Agreement by and
among Metanetics Corporation (fka New Meta
Licensing Corporation) and its Shareholders, dated
as of March 28, 1996, superseding the Shareholder
Agreement included as Exhibit 10.9 above, as
amended, included as Exhibit 10.9.3 to the Form
10-K as originally filed July 1, 1996.
* 10.9.4 First Amendment, dated as of March 30, 1996, to
the Amended and Restated Shareholder Agreement
included as Exhibit 10.9.3 above, included as
Exhibit 10.9.4 to the Form 10-K as originally
filed July 1, 1996.
* 11. Computation of Common Shares outstanding and earnings per
share for the fiscal years ended March 31, 1996, 1995 and
1994, included as Exhibit 11 to the Form 10-K as originally
filed July 1, 1996.
** 21. Subsidiaries of the Registrant, filed herewith in
replacement of the corresponding Exhibit included as part
of the Form 10-K as originally filed.
* 23. Consent of Coopers & Lybrand L.L.P., included as Exhibit 23
to the Form 10-K as originally filed July 1, 1996.
* 24. Power of Attorney executed by members of the Board of
Directors of Registrant, included as Exhibit 24 to the
Form 10-K as originally filed July 1, 1996.
* 27. Financial Data Schedule as of March 31, 1996, included as
Exhibit 27 to the Form 10-K as originally filed July 1,
1996.
- --------------------------
* Previously filed
** Filed herewith
I-8
<PAGE> 1
Exhibit 21
----------
SUBSIDIARIES OF THE REGISTRANT
------------------------------
<TABLE>
<CAPTION>
Name Jurisdiction of Incorporation
- ---- -----------------------------
<S> <C>
AIRONET CANADA INC. ONTARIO, CANADA
AIRONET CANADA LIMITED ONTARIO, CANADA
AIRONET INTERNATIONAL LIMITED UNITED KINGDOM
AIRONET WIRELESS COMMUNICATIONS, INC. DELAWARE
ITRONIX CORPORATION WASHINGTON
META HOLDING CORPORATION DELAWARE
METANETICS CORPORATION DELAWARE
N.V. TELXON BELGIUM S.A. BELGIUM
PENRIGHT! CORPORATION DELAWARE
PTC AIRCO, INC. DELAWARE
TELETRANSACTION, INC. DELAWARE
TELXON AUSTRALIA PTY., LTD. AUSTRALIA
TELXON CANADA CORPORATION LTD. ONTARIO, CANADA
TELXON CORPORATION SYSTEMS ESPANA, S.A. SPAIN
TELXON DATA SYSTEMS A.G. SWITZERLAND
TELXON FRANCE S.A. FRANCE
TELXON FOREIGN SALES CORPORATION U.S. VIRGIN ISLANDS
TELXON INTERNATIONAL PROCUREMENT SERVICES, INC. DELAWARE
TELXON ITALIA S.R.L. ITALY
TELXON JAPAN LTD. JAPAN
TELXON LIMITED UNITED KINGDOM
TELXON MDE GMBH GERMANY
TELXON PRODUCTS, INC. DELAWARE
TELXON TRADING CO., INC. DELAWARE
THE RETAIL TECHNOLOGY GROUP, INC. DELAWARE
VIRTUAL VISION, INC. DELAWARE
</TABLE>
