<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 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
FOR NON-EMPLOYEE DIRECTORS
(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
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum Aggregate
Securities Amount Offering Offering Amount of
to be to Price Price Registration
Registered (1) Registered per Share Fee (1)
-------------- ---------- --------- --------- -------
<S> <C> <C> <C> <C>
Common Stock, 23,333 shares (2) $11.1250 (2) $ 259,579.63 --
par value $.01
Common Stock, 10,000 shares (2) $11.7500 (2) $ 117,500.00 --
par value $.01
Common Stock, 10,000 shares (2) $16.0625 (2) $ 160,625.00 --
par value $.01
Common Stock, 106,667 shares (3) $22.5000 (3) $2,400,007.50 --
par value $.01
TOTALS 150,000 shares -- $2,937,712.13 $ 890.22
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<FN>
(1) This Registration Statement is being filed in accordance with General
Instruction E to Form S-8 to register 150,000 additional shares of Common
Stock, par value $.01 per share, of Telxon Corporation (the "Additional
Shares") which have been approved by its stockholders for issuance upon
the exercise of options granted under Registrant's 1990 Restricted Stock
Plan for Non-Employee Directors, as amended, at the times provided
therein. Registration Statement No. 33-43314 has been previously filed by
Registrant and continues to be effective with respect to the 250,000
shares of the same class originally authorized for issuance upon the
exercise of options granted under 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 Additional Shares only.
(2) Options have been granted under the Plan with respect to the number of
the Additional 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 Additional 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 ($23.00) and low ($22.00) prices of Registrant's Common Stock as
reported by The Nasdaq Stock Market's National Market on August 4, 1997.
</TABLE>
2
<PAGE> 3
This Registration Statement on Form S-8 is being filed to register the
additional 150,000 shares of Common Stock, par value $.01 per share, of Telxon
Corporation (the "Corporation" or "Registrant") which have been approved by
Registrant's stockholders for issuance upon the exercise of options granted
under the Registrant's 1990 Stock Option Plan for Non-Employee Directors, as
amended (the "Director Plan"), since the time of the filing of an earlier,
initial registration statement on Form S-8 which continues to be effective with
respect to the 250,000 shares of the same class originally authorized for
issuance upon the exercise of options granted under the Director Plan. In
accordance with General Instruction E to Form S-8, the contents of such earlier
registration statement, Registration Statement No. 33-43314 (the "Earlier
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 Earlier Registration Statement. Only
those Items of Form S-8 which are being updated are set forth below; the
corresponding information in the Earlier 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 additional shares only.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Earlier 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 such Earlier 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 Common Stock
referred to in subparagraph (c) of Item 3 of Part II of the Earlier
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 19,340 shares, and have options to acquire an additional 118,500 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.
3
<PAGE> 4
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.
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.
4
<PAGE> 5
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 August 8, 1997.
TELXON CORPORATION
By /s/ Frank E. Brick
--------------------------
Frank E. Brick, President and
Chief Executive Officer
5
<PAGE> 6
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 August 8, 1997
- ------------------ Officer (principal executive
Frank E. Brick officer) and Director
/s/ Kenneth W. Haver Senior Vice President and August 8, 1997
- -------------------- Chief Financial Officer
Kenneth W. Haver (principal financial officer)
/s/ Gary L. Grand Corporate Controller August 8, 1997
- ----------------- (principal accounting
Gary L. Grand officer)
* Raj Reddy Chairman of the Board August 8, 1997
- ----------------- and Director
Raj Reddy
* John H. Cribb Vice Chairman of the August 8, 1997
- --------------- Board and Director
John H. Cribb
* Richard J. Bogomolny Director August 8, 1997
- ----------------------
Richard J. Bogomolny
* Robert A. Goodman Director August 8, 1997
- -------------------
Robert A. Goodman
* Norton W. Rose Director August 8, 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 8th day of
August, 1997.
By: /s/ Kenneth W. Haver
--------------------
Kenneth W. Haver, Attorney-in-Fact
6
<PAGE> 7
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 4.2 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.
**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.
<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
July 15, 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 the Company's 1990 Stock Option Plan For
Non-Employee Directors
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 150,000 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 for Non-Employee
Directors, as amended (the "Plan"). The Company previously filed a Registration
Statement on Form S-8, No. 33-43314, which continues to be effective, with
respect to the 250,000 shares of the same class originally reserved for
issuance upon the exercise of options granted under the Plan.
We have assisted the Company in its preparation of the subject Registration
Statement in our capacity as its general counsel. In connection therewith, we
have examined and/or relied upon:
(a) The Plan;
(b) The written explanatory information, of the type and scope
required by Part I of Form S-8 to be provided to persons offered
securities pursuant to a benefit plan such as the Plan, which
information, we understand, the Company intends to provide, in
substantially similar form and content, to each director 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 hereinbelow set forth.
<PAGE> 2
Board of Directors
Telxon Corporation
July 15, 1997
Page 2
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 (the "Corporation") on Form S-8 with respect to
150,000 additional shares of the Corporation's Common Stock issuable upon the
exercise of options granted under its 1990 Stock Option Plan for Non-Employee
Directors, as amended, of our report dated June 27, 1997, on our audits of the
consolidated financial statements and financial statement schedule of Telxon
Corporation and Subsidiaries, 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 for the year 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
August 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 his
attorneys-in-fact and agents, and each of them, with full power to act without
the other, his true and lawful attorney-in-fact and agent, 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"), or an Amendment to the existing, effective
Registration Statement on Form S-8 with respect to the shares of Registrant's
Common Stock, par value $.01 per share (the "Common Stock"), authorized for
issuance pursuant to the exercise of stock options granted from time to time
under the Registrant's 1990 Stock Option Plan for Non-Employee Directors (as
amended from time to time, the "Plan") with respect to the shares of Common
Stock added to the Plan subsequent to the filing of said existing Registration
Statement, and any and all amendments to such Registration Statement or
Amendment, 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 June 22, 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
