<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1997
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------
TELXON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-1666060
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
3330 WEST MARKET STREET, AKRON, OHIO 44333
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
TELXON CORPORATION 1990 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
FRANK E. BRICK ROBERT A. GOODMAN, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER GOODMAN WEISS MILLER LLP
3330 WEST MARKET STREET 100 ERIEVIEW PLAZA, 27TH FLOOR
AKRON, OHIO 44333 CLEVELAND, OHIO 44114-1924
(330) 664-1000 (216) 696-3366
(AGENT TO RECEIVE COMMENTS AND
OTHER COMMUNICATIONS)
(Name, address and telephone number of agents for service)
-------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to Price Offering Registration
Registered (1) Registered per Share Price Fee (1)
-------------- ---------- --------- --------- -------
<S> <C> <C> <C> <C>
Common Stock, 15,065 shares (2) $23.3750 (2) $ 352,144.38 --
par value $.01
Common Stock, 320,700 shares (2) $25.3100 (2) $ 8,116,917.00 --
par value $.01
Common Stock, 5,000 shares (2) $24.3750 (2) $ 121,875.00 --
par value $.01
Common Stock, 409,235 shares (3) $21.8750 (3) $ 8,952,015.63 --
par value $.01
TOTALS 750,000 shares -- $17,542,952.01 $ 5,316.05
</TABLE>
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(1) This Registration Statement is being filed in accordance with General
Instruction E to Form S-8 to register 750,000 additional shares of
Common Stock, par value $.01 per share, of Telxon Corporation (the
"Newly Authorized Shares") which were approved by its stockholders on
September 10, 1997 for issuance upon the exercise of options granted
under Registrant's 1990 Stock Option Plan for its employees, as
amended, at the times provided therein. Registrant has previously filed
(i) Registration Statement No. 33-43318 with respect to the 1,000,000
shares of the same class originally authorized for issuance upon the
exercise of options granted under such Plan and (ii) Registration
Statement No. 333-00449 with respect to 2,350,000 shares of the same
class previously approved for addition to such Plan. The filing fee
required by the Securities Act of 1933, as amended, and Rule 457
promulgated thereunder has been calculated in the table above and paid
with respect to the Newly Authorized Shares only.
(2) Options have been granted under the Plan with respect to the number of
the Newly Authorized Shares shown in the second column at the exercise
price per share shown with respect to those shares in the third column.
(3) Options are not presently outstanding under the Plan with respect to
the number of Newly Authorized Shares shown in the second column. The
maximum offering price shown with respect to those shares in the third
column has been estimated solely for the purpose of calculating the
registration fee, in accordance with Rule 457(c), on the basis of the
average of the high ($22.25) and low ($21.50) prices of Registrant's
Common Stock as reported by The Nasdaq Stock Market's National Market
on December 19, 1997.
2
<PAGE> 3
This Registration Statement on Form S-8 is being filed to register the
additional 750,000 shares (the "Newly Authorized Shares") of Common Stock, par
value $.01 per share, of Telxon Corporation (the "Corporation" or "Registrant")
which were approved by Registrant's stockholders at the Annual Meeting thereof
held September 10, 1997 for issuance upon the exercise of options granted under
the Registrant's 1990 Stock Option Plan for its employees, as amended (the
"Employee Plan"). Prior to the stockholders' approval of such additional shares,
Registrant had filed two registration statements on Form S-8 with respect to the
shares then authorized for issuance under the Employee Plan, both of which
(collectively, the "Existing Registration Statement") continue to be effective
with respect to shares of the same class as are the subject of this Registration
Statement: (i) Registration No. 33-43318 (the "Original Registration Statement")
with respect to the 1,000,000 shares of the same class which were originally
authorized for issuance upon the exercise of options granted under the Employee
Plan, and (ii) Registration No. 333-00449 (prepared in reliance upon General
Instruction E to Form S-8 with reference to the Original Registration Statement)
with respect to the 2,350,000 additional shares authorized for issuance under
the Employee Plan subsequent to the original adoption of the Employee Plan and
prior to the September 10, 1997 approval of the additional Employee Plan shares
which are the subject of this Registration Statement. In accordance with General
Instruction E to Form S-8, the contents of the Existing Registration Statement
are incorporated in this Registration Statement by reference, and in addition to
the required opinions and consents, this Registration Statement contains
information updating certain of the disclosures and exhibits contained or
described in the Original Registration Statement. Only those Items of Form S-8
which are being updated are set forth below; the corresponding information in
the Original Registration Statement shall be deemed to be modified, superseded
or supplemented by the corresponding updated information set forth herein. The
filing fee required by the Securities Act of 1933, as amended, and Rule 457
promulgated thereunder has been calculated in the table above and paid with
respect to the Newly Authorized Shares only.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Original Registration Statement provides for the incorporation by
reference therein of all documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date of the Original Registration Statement and prior to the
filing of a post-effective amendment indicating that all of the securities
offered thereunder have been sold or which deregisters all such securities then
remaining unsold. In addition to such documents, the description of Registrant's
Common Stock set forth under the caption "Item 1. Description of Registrant's
Securities to be Registered" in Registrant's Registration Statement on Form 8-A
filed with respect to such Common Stock pursuant to Section 12(g) of the
Exchange Act, as amended by Amendment No. 1 to said Form 8-A filed under cover
of a Form 8 and Amendment No. 2 to said Form 8-A filed on Form 8-A/A, is hereby
incorporated by reference in this Registration Statement in lieu of the
description of Registrant's
3
<PAGE> 4
Common Stock referred to in subparagraph (c) of Item 3 of Part II of the
Original Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities being offered pursuant to this
Registration Statement has been passed upon for the Corporation by the law firm
of Goodman Weiss Miller LLP. Certain attorneys of such firm, in the aggregate,
own 24,684 shares, and have options to acquire an additional 105,000 shares of
the Corporation's Common Stock. Robert A. Goodman, the senior partner of such
firm, is a member of the Board of Directors and the Secretary of the
Corporation.
ITEM 8. EXHIBITS (NUMBERED BY REFERENCE TO ITEM 601 OF REGULATION S-K).
4.1 Text of form of Certificate for 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 for the quarter ended June 30, 1995.
4.2 Rights Agreement between Registrant and KeyBank National Association,
as Rights Agent, dated as of August 25, 1987, as amended and restated
as of July 31, 1996, incorporated herein by reference to Exhibit 4 to
Registrant's Form 8-K dated August 5, 1996.
4.3 Form of Rights Certificate (included as Exhibit A to the Rights
Agreement included as Exhibit 4.2 to this Registration Statement).
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 are included
as Exhibit 4.1 to this Registration Statement, 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 Letter agreement among Registrant, KeyBank National Association and
Harris Trust and Savings Bank, dated June 11, 1997, with respect to
the appointment of Harris Trust and Savings Bank as successor Rights
Agent under the Rights Agreement included as Exhibit 4.2 to this
Registration Statement, incorporated herein by reference to Exhibit
4.3.2 to Registrant's 10-K for the year ended March 31, 1997.
5.1 Opinion of Goodman Weiss Miller LLP, filed herewith.
23.1 Consent of Coopers & Lybrand L.L.P., filed herewith.
4
<PAGE> 5
23.2 Consent of Goodman Weiss Miller LLP (incorporated into Exhibit 5.1 to
this Registration Statement).
24.1 Power of Attorney executed by the directors of Registrant, filed
herewith.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Akron, State of Ohio, on December 23, 1997.
TELXON CORPORATION
By /s/ Frank E. Brick
------------------------------
Frank E. Brick, President and
Chief Executive Officer
6
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Frank E. Brick President, Chief Executive December 23, 1997
- --------------------------- Officer (principal executive
Frank E. Brick officer) and Director
/s/ Kenneth W. Haver Senior Vice President and December 23, 1997
- --------------------------- Chief Financial Officer
Kenneth W. Haver (principal financial officer)
/s/ Gary L. Grand Corporate Controller December 23, 1997
- --------------------------- (principal accounting
Gary L. Grand officer)
* Raj Reddy Chairman of the Board December 23, 1997
- --------------------------
Raj Reddy and Director
* John H. Cribb Vice Chairman of the December 23, 1997
- -------------------------- Board and Director
John H. Cribb
* Richard J. Bogomolny Director December 23, 1997
- --------------------------
Richard J. Bogomolny
* Robert A. Goodman Director December 23, 1997
- --------------------------
Robert A. Goodman
* Norton W. Rose Director December 23, 1997
- --------------------------
Norton W. Rose
</TABLE>
*The undersigned does hereby sign this Registration Statement on
behalf of the above persons pursuant to the power of attorney duly executed and
filed with the Securities and Exchange Commission as Exhibit 24.1 to this
Registration Statement, all in the capacities indicated on this 23rd day of
December, 1997.
By: /s/ Kenneth W. Haver
------------------------------
Kenneth W. Haver, Attorney-in-Fact
7
<PAGE> 8
INDEX TO EXHIBITS
(Numbered by Reference to Item 601 of Regulation S-K)
*4.1 Text of form of Certificate for 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 for the quarter ended
June 30, 1995.
*4.2 Rights Agreement between Registrant and KeyBank National
Association, as Rights Agent, dated as of August 25, 1987, as
amended and restated as of July 31, 1996, incorporated herein
by reference to Exhibit 4 to Registrant's Form 8-K dated
August 5, 1996.
*4.3 Form of Rights Certificate (included as Exhibit A to the
Rights Agreement included as Exhibit 4.3 to this Registration
Statement). 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 are included as Exhibit 4.1 to
this Registration Statement, 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 Letter agreement among Registrant, KeyBank National
Association and Harris Trust and Savings Bank, dated June 11,
1997, with respect to the appointment of Harris Trust and
Savings Bank as successor Rights Agent under the Rights
Agreement included as Exhibit 4.3 to this Registration
Statement, incorporated herein by reference to Exhibit 4.3.2
to Registrant's 10-K for the year ended March 31, 1997.
**5.1 Opinion of Goodman Weiss Miller LLP, filed herewith.
**23.1 Consent of Coopers & Lybrand L.L.P., filed herewith.
**23.2 Consent of Goodman Weiss Miller LLP (incorporated into Exhibit
5.1 to this Registration Statement).
**24.1 Power of Attorney executed by the directors of Registrant,
filed herewith.
* Previously filed.
** Filed herewith.
8
<PAGE> 1
Exhibit 5.1
GOODMAN WEISS MILLER LLP
100 Erieview Plaza, 27th Floor
Cleveland, Ohio 44114-1824
Telephone: (216) 696-3366
Telecopier: (216) 363-5835
December 18, 1997
Board of Directors
Telxon Corporation
3330 West Market Street
Akron, Ohio 44333
Re: Registration Statement on Form S-8 relating to Common Stock Issuable
Pursuant to 1990 Stock Option Plan
Gentlemen:
We are rendering this opinion in connection with the registration by
Telxon Corporation, a Delaware corporation (the "Company"), under the Securities
Act of 1933, as amended (the "Act"), pursuant to a registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission, of 750,000 additional shares (the "Shares") of Common Stock
of the Company, par value $.01 per share, reserved for issuance and to be issued
from time to time upon the exercise of options to purchase Shares granted under
the Company's 1990 Stock Option Plan, as amended (the "Plan"). The Company
previously filed two Registration Statements on Form S-8 with respect to the
shares then authorized for issuance under the Plan, both of which continue to be
effective with respect to shares of the same class as are the subject of the
Registration Statement: (i) Registration No. 33-43318 with respect to the
1,000,000 shares of the same class originally reserved for issuance upon the
exercise of options granted under the Plan and (ii) Registration No. 333-00449
(prepared in reliance upon General Instruction E to Form S-8 with reference to
the Original Registration Statement) with respect to the 2,350,000 additional
shares authorized for issuance under the Plan subsequent to the original
adoption of the Plan and prior to the September 10, 1997 approval of the
additional Plan shares which are the subject of the Registration Statement.
We have assisted the Company in its preparation of the Registration
Statement in our capacity as its general counsel. In connection therewith, we
have examined and/or relied upon:
(a) The Plan;
<PAGE> 2
Board of Directors
Telxon Corporation
December 18, 1997
Page 2
(b) The written explanatory information, of the type and scope
required by Part I of Form S-8 to be provided to employees offered
securities pursuant to an employee benefit plan such as the Plan, which
information we understand the Company intends to provide, in
substantially similar form and content, to each employee granted an
option under the Plan;
(c) The Registration Statement and the Exhibits thereto; and
(d) The Restated Certificate of Incorporation and Amended and
Restated By-Laws, each as amended to date, of the Company (together,
the "Charter Documents").
In addition, we have reviewed such other documents and have made such inquiries
of officers and directors of the Company and other persons as we have deemed
necessary to enable us to express the opinion herein below set forth.
Based on and subject to the foregoing, we are of the opinion that: (i)
subject to (1) the effectiveness of the Registration Statement and (2)
compliance with the document delivery and updating requirements of Part I of
Form S-8 and of Rule 428(b) promulgated under the Act and with applicable state
securities laws and (3) payment of such exercise price as is required to be paid
with respect to the Shares issuable pursuant to the Plan; and (ii) provided that
the Charter Documents and all applicable laws, rules and regulations then in
effect are the same as such Charter Documents, laws, rules and regulations as
are in effect as of the date hereof, the Shares issuable upon exercise of each
option to purchase Shares pursuant to the Plan, when sold on the terms and in
the manner set forth in the Plan and the option agreements made pursuant to the
Plan, will be legally issued, fully paid and non-assessable under the General
Corporation Law of the State of Delaware under which the Company is
incorporated.
We hereby consent to the filing of a copy of this opinion as an Exhibit
to the Registration Statement. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Goodman Weiss Miller LLP
GOODMAN WEISS MILLER LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Telxon Corporation and Subsidiaries (the "Company") on Form S-8
with respect to 750,000 additional shares of the Company's Common Stock issuable
upon the exercise of options granted under the 1990 Stock Option Plan for
employees, as amended, of our report dated June 27, 1997, on our audits of the
consolidated financial statements and financial statement schedule of the
Company as of March 31, 1997 and 1996, and for each of the three years in the
period ended March 31, 1997, appearing on page 42 of the Annual Report of Telxon
Corporation on Form 10-K/A for the period ended March 31, 1997 as filed with the
Securities and Exchange Commission.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Akron, Ohio
December 5, 1997
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
Directors of TELXON CORPORATION, a Delaware corporation ("Registrant"), hereby
constitutes and appoints Frank E. Brick, Kenneth W. Haver and Glenn S. Hansen,
and each of them, with full power to act without the others, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to prepare or cause to be prepared and to sign a Registration
Statement on Form S-8 under the provisions of the Securities Act of 1933, as
amended (the "Act"), with respect to the shares of Registrant's Common Stock,
par value $.01 per share (the "Common Stock"), approved by vote of Registrant's
stockholders at the Annual Meeting thereof held September 10, 1997 for addition
to those authorized for issuance to Registrant's employees pursuant to the
exercise of stock options granted them from time to time under Registrant's 1990
Stock Option Plan, and any and all amendments to such Registration Statement and
to file the same, including all exhibits thereto and other documents required in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might and
could do in person, hereby ratifying and affirming all that said
attorneys-in-fact and agents and any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed this instrument
effective as of November 14, 1997.
/s/ Richard J. Bogomolny /s/ Robert A. Goodman
-------------------------------- ------------------------------
Richard J. Bogomolny, Director Robert A. Goodman, Director
/s/ Frank E. Brick /s/ Raj Reddy
-------------------------------- ------------------------------
Frank E. Brick, Director Raj Reddy, Director
/s/ John H. Cribb /s/ Norton W. Rose
-------------------------------- ------------------------------
John H. Cribb, Director Norton W. Rose, Director
