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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
(Amendment No.2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TELXON CORPORATION
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(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
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please check the effectiveness of a
the following box. [ ] concurrent registration
statement under the Securities
Act of 1933 pursuant to
General Instruction A(c)(2)
please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered: Each Class is to be Registered:
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
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(Title of class)
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This Amendment No. 2 on Form 8-A/A amends and restates in full the information
included in the Form 8-A originally filed by the registrant, Telxon Corporation
("Registrant" or the "Company"), on December 19, 1983 with respect to its Common
Stock, par value $.01 per share ("Common Stock"), as amended by Amendment No. 1
thereto filed under cover of a Form 8 dated May 1, 1992 ("Amendment No. 1").
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
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The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, $.01 par value per share, and 500,000 shares of Preferred
Stock, $1.00 par value per share. The securities being registered on this Form
8-A/A are the shares of the Registrant's Common Stock. The rights of the holders
of the Common Stock may be affected by the terms of any Preferred Stock that
may be issued from time to time.
COMMON STOCK
As of June 30, 1996, there were 16,048,923 shares of Common Stock
outstanding. The holders of Common Stock are entitled to one vote for each share
held of record on each matter submitted to a vote of stockholders and may
cumulate their votes in the election of directors. Subject to preferences that
may be applicable to any shares of Preferred Stock outstanding at the time and
any restrictions and agreements to which the Company is a party, the holders of
Common Stock are entitled to receive ratably such dividends as may be declared
by the Board of Directors out of funds legally available therefor. In the event
of the liquidation, dissolution or winding-up of the Company, the holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of all liabilities, subject to prior distributions rights of Preferred Stock, if
any, then outstanding. Holders of Common Stock have no preemptive, conversion or
redemption rights. All outstanding shares of Common Stock are fully paid and
non-assessable, and the shares of Common Stock to be issued upon conversion of
the Notes will be fully paid and non-assessable.
PREFERRED STOCK
No shares of Preferred Stock currently are outstanding. The Board of
Directors has the authority to issue the Preferred Stock in one or more series
and to fix the rights, preferences, privileges and restrictions thereof,
including dividend rights, dividend rates, conversion rights, voting rights,
terms of redemption, redemption prices, liquidation preferences and the number
of shares constituting any series or the designation of such series, without
further vote or action by the stockholders. The issuance of Preferred Stock may
have the effect of delaying, deferring or preventing a change in control of the
Company without further action by the stockholders and may adversely affect the
voting power (including the loss of voting control to others) and other rights
of the holders of Common Stock. At present, the Company has no plans to issue
any of the Preferred Stock.
RIGHTS PLAN
On August 5, 1996, the Company and KeyBank National Association, as Rights
Agent, entered into an amended and restated Rights Agreement (the "Rights
Plan"), effective as of July 31, 1996, restating and amending the Company's
Rights Plan originally adopted by its Board of Directors (the
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"Directors") in 1987, at which time the Directors declared a dividend of one
Common Stock Purchase Right (a "Right") on each outstanding share of Common
Stock pursuant to the Rights Plan. The Rights Plan, as amended, provides that
each Right, when exercisable, entitles the registered holder to purchase one
share of Common Stock at a price of One Hundred Dollars ($100.00) per share (the
"Purchase Price"), subject to adjustment. Unless they become exercisable upon
the occurrence of certain events as described below or unless earlier redeemed
by the Company, the Rights will expire on July 31, 2006.
If the Company is party to a merger or other business combination
transaction (not approved by the Directors) in which the Company is not the
surviving corporation, or where the Common Stock is changed or exchanged, or 50%
or more of the Company's assets or earning power are sold, each holder of a
Right will have the right to receive shares of publicly traded common stock of
the acquiring Company having a market value of two times the Purchase Price of
the Right or, in specified circumstances, cash in an amount determined under the
Rights Plan.
If the Company is the surviving corporation in a merger and the Common
Stock is not changed or exchanged, or if any acquiring person engages in certain
self dealing transactions specified in the Rights Plan, or becomes the
beneficial owner of 15% or more of the outstanding Common Stock, each holder of
a Right (other than the acquiring person) will have the right to receive Common
Stock having a market value of two times the then current Purchase Price of the
Right.
The Rights Plan discourages hostile takeovers by effectively allowing the
Company's stockholders to purchase addition shares of Common Stock at a discount
following a hostile acquisition of a large block of the Company's outstanding
Common Stock, and by increasing the value of consideration to be received by
stockholders in certain transactions following such an acquisition. The Rights
may be redeemed pursuant to the Rights Plan. The terms of the Rights may be
amended by the Directors without the consent of the holders of the Rights.
The foregoing summary description of the Rights Plan and the Rights
thereunder does not purport to be complete and is qualified in its entirety by
reference to the copy of the Rights Plan included as Exhibit 2.(c). to this Form
8-A/A.
CERTAIN PROVISIONS OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
The Company's Restated Certificate of Incorporation contains certain
provisions that reduce the possibility that a third party could effect a sudden
or surprise change in majority control of the Board without the support of the
then incumbent directors. The Company has classified its Board such that
approximately one third of the Board is elected each year to three-year terms of
office. The number of directors constituting the Board is fixed from time to
time by a majority of the directors then in office. The holders of the Company's
Common Stock may remove a director from office only for cause and only by the
affirmative note of the holders of at least 80% of the combined voting power of
all shares of capital stock entitled to vote generally in the election of
directors, voting together as
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a single class. One effect of the classification of the Company's Board is to
make it more difficult for a minority interest to obtain representation on the
Board.
The Company's Restated Certificate of Incorporation prohibits the taking of
any action by its stockholders by written consent, as otherwise permitted by the
Delaware General Corporation Law, and requires that all stockholder action be
taken only at a duly called annual or special meeting of stockholders in which
all stockholders of the Company have the opportunity to participate. Special
meetings of stockholders may be called under the Restated Certificate of
Incorporation and By-Laws by the Company's Chairman, Chief Executive Officer or
President, by the Board or upon the written request of stockholders owning a
majority of the Company's outstanding capital stock entitled to vote.
The Company's Restated Certificate of Incorporation contains certain
procedural requirements with respect to stockholder proposals, including
director nominations, that require, among other things, delivery of advance
notice of any such proposal to the Secretary of the Company at prescribed
periods prior to the date of the stockholders meeting at which such proposal is
to be considered.
The effect of these provisions may be to deter attempts to obtain
control of the Company or to acquire a substantial percentage of its stock (even
if either such proposed transaction were at a significant premium over the then
prevailing market value of the Company's Common Stock), and to deter attempts to
remove the Board of Directors and management of the Company, even though some
or a majority of the holders of the Company's Common Stock may believe any such
actions to be beneficial.
The foregoing summary description of the Restated Certificate of
Incorporation does not purport to be complete and is qualified in its entirety
by reference to the copy of the Restated Certificate of Incorporation included
as Exhibit 2.(a). to this Form 8-A/A.
DELAWARE GENERAL CORPORATION LAW
As a corporation organized under the laws of the State of Delaware, the
Company is subject to Section 203 of the Delaware General Corporation law, which
restricts certain business combinations between the Company and an "interested
stockholder" (in general, a stockholder owning 15% or more of the Company's
outstanding voting stock) or such stockholder's affiliates or associates for a
period of three years following the date on which the stockholder becomes an
"interested stockholder." The restrictions do not apply if (i) prior to any
interested stockholder becoming such, the Board approves either the business
combination or the transaction in which such stockholder becomes an interested
stockholder, (ii) upon consummation of the transaction in which the stockholder
becomes an interested stockholder, such interested stockholder owns at least 85%
of the voting stock of the Company outstanding at the time the transaction
commenced (excluding shares owned by certain employee stock ownership plans and
persons who are both directors and officers of the Company), or (iii) on or
subsequent to the date an interested stockholder becomes such, the business
combination is both approved by the Board and authorized at an annual or special
meeting
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of the Company's stockholders (and not by written consent) by the affirmative
vote of at least 66 2/3% of the outstanding voting stock not owned by the
interested stockholder.
ITEM 2. EXHIBITS
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1 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.
2.(a). Restated Certificate of Incorporation of Registrant, as filed as
Exhibit 2.(a). to Amendment No. 1.
2.(b). Amended and Restated By-Laws of Registrant, as amended, as filed as
Exhibit 2.(b). to Amendment No. 1.
2.(c). Rights Agreement between Registrant and KeyBank National Association,
as Rights Agent, dated as of August 25, 1987, Amended and Restated
as of July 31, 1996, incorporated herein by reference to Exhibit 4 to
the Registrant's Current Report on Form 8-K dated August 5, 1996 and
filed August 6, 1996.
2.(c). 1. Form of Rights Certificate (included as Exhibit A to the
Rights Agreement included as Exhibit 2.(c). 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 1
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.
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SIGNATURE
Pursuant to the requirements Section 12 of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment No. 2 on Form 8-A/A to the
registration statement on Form 8-A with respect to its Common Stock to be signed
on its behalf by the undersigned, thereunto duly authorized.
TELXON CORPORATION
Date: August 12, 1996 By: /s/ Glenn S. Hansen
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Glenn S. Hansen, Vice President,
Legal Administration and
Corporate Counsel
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TELXON CORPORATION
EXHIBITS TO
AMENDMENT NO. 2 ON FORM 8-A/A TO
FORM 8-A
WITH RESPECT TO ITS
COMMON STOCK, PAR VALUE $.01 PER SHARE
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INDEX TO EXHIBITS
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* 1 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 by reference to
Exhibit 4.2 to Registrant's 10-Q filed for the quarter ended
June 30, 1995.
* 2.(a). Restated Certificate of Incorporation of Registrant, as
filed as Exhibit 2.(a). to Amendment No. 1.
* 2.(b). Amended and Restated By-Laws of Registrant, as amended,
as filed as Exhibit 2.(b). to Amendment No. 1.
* 2.(c). Rights Agreement between Registrant and KeyBank National
Association, as Rights Agent, dated as of August 25,
1987, Amended and Restated as of July 31, 1996, incorporated
herein by reference to Exhibit 4 to the Registrant's Current
Report on Form 8-k dated August 5, 1996 and filed August 6,
1996.
* 2.(c).1 Form of Rights Certificate (included as Exhibit A to the
Rights Agreement included as Exhibit 2.(c). 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 1
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.
<FN>
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* Previously filed
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