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PROSPECTUS SUPPLEMENT Filed pursuant to Rules 424(b)(5) and (c)
To Prospectus Dated February 23, 1996 Registration No. 333-1189
$82,500,000
TELXON CORPORATION
5 3/4% Convertible Subordinated Notes Due 2003
and
Shares of
Common Stock
Issuable Upon Conversion Thereof
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This Prospectus Supplement ("Supplement") covers the resale by
Prudential Securities Incorporated, as principal (the "Selling
Securityholder"), of up to $25,000 aggregate principal amount of 5 3/4%
Convertible Subordinated Notes due 2003 (the "Notes") of Telxon Corporation, a
Delaware corporation (the "Company"). The Notes were issued in a private
placement on December 12, 1995 (the "Debt Offering") and subsequently
registered, together with up to 3,000,000 shares of the Common Stock, par value
$.01 per share (the "Common Stock"), of the Company which are initially issuable
upon the conversion of the Notes (the "Conversion Shares"), for resale from time
to time by the holders thereof pursuant to Registration No. 333-1189 (the
"Registration Statement"). This Supplement should be read in conjunction with
the Prospectus, dated February 23, 1996 (the "Prospectus"), to be delivered with
this Supplement. All capitalized terms used but not defined in this Supplement
shall have the meanings given them in the Prospectus.
Based on information provided to the Company, the total amount of Notes
owned and that may be offered by the Selling Securityholder is $25,000, all of
which will be sold by the Selling Securityholder pursuant to this Supplement.
Additional selling securityholders or other information concerning the
Selling Securityholder may be set forth from time to time in additional
prospectus supplements. The total outstanding aggregate principal amount of
Notes is $82,500,000.
The Notes are unsecured and subordinated to all existing and future
Senior Indebtedness and are effectively subordinated to all existing and future
indebtedness and other liabilities of subsidiaries of the Company. At September
30, 1997, the Company had approximately $13.8 million of outstanding
indebtedness constituting Senior Indebtedness and the subsidiaries of the
Company had approximately $19.7 million of outstanding indebtedness and other
liabilities (excluding intercompany liabilities and approximately $0.5 million
in subsidiaries' notes and letters of credit guaranteed by the Company which
are included in the amount of Senior Indebtedness) to which the Notes were
effectively subordinated. The Indenture contains no limitations on the
incurrence of additional indebtedness or other liabilities by the Company and
its subsidiaries. See "Description of Notes-Subordination of Notes" in the
Prospectus. The Notes are convertible into
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Common Stock at the option of the holder at any time after February 10, 1996 and
at or before maturity, unless previously redeemed, at a conversion price of
$27.50 per share (equivalent to a conversion rate of approximately 36.36 shares
per $1,000 principal amount of Notes), subject to adjustment in certain events.
See "Description of Notes-Conversion of Notes" in the Prospectus. The Notes are
redeemable at the Company's option at any time on or after January 5, 1999, as a
whole or, from time to time, in part, at prices (expressed as percentages of the
principal amount), together with accrued interest at prices ranging from
103.2857% during 1999 to 100.8214% during 2002. Additionally, in the event any
Repurchase Event (as defined) occurs, each holder of Notes may require the
Company to repurchase all or any part of the holder's Notes at 100% of the
principal amount thereof plus accrued interest to the repurchase date. See
"Description of Notes-Repurchase at Option of Holders Upon Repurchase Event" in
the Prospectus. Interest is payable semiannually on January 1 and July 1 of each
year at 5 3/4% per annum commencing July 1, 1996. See "Description of Notes-
General" in the Prospectus.
Following their original issuance by the Company, the Notes have been
resold by the initial and subsequent purchasers thereof to qualified
institutional buyers in transactions exempt from registration under Rule 144A
under the Securities Act. Prior to this offering, there has been no public
market for the Notes. However, the Notes are eligible for trading in the
Private Offerings, Resales and Trading through Automated Linkages ("PORTAL")
Market. Notes sold pursuant to the Registration Statement (including those
covered by this Supplement) will no longer be eligible for trading in the
PORTAL Market. The Conversion Shares have been authorized for listing on the
NASDAQ National Market ("NNM") upon official notice of issuance. The Company's
Common Stock is traded on the NNM under the symbol TLXN. On December 19, 1997,
the Company had 15,892,629 shares of issued and outstanding Common Stock, and
on December 19, 1997, the last reported sale price of the Common Stock on the
NNM was $22 per share.
Selling securityholders may offer Notes or Conversion Shares from time
to time to purchasers directly or through underwriters, dealers or agents. Such
Notes or Conversion Shares may be sold at market prices prevailing at the time
of sale or at negotiated prices. Each selling securityholder will be responsible
for payment of any and all commissions to brokers, which will be negotiated on
an individual basis.
The Company will not receive any of the proceeds from the sale of any
of the Notes or Conversion Shares by the Selling Securityholders. Expenses of
preparing and filing the Registration Statement, the Prospectus, this Supplement
and all other prospectus supplements are borne by the Company.
SEE "RISK FACTORS" BEGINNING ON PAGE 11 OF THE PROSPECTUS AND THE
COMPANY'S FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION SUBSEQUENT TO
THE DATE OF THE PROSPECTUS AND INCORPORATED BY REFERENCE THEREIN FOR A
DISCUSSION OF CERTAIN FACTORS WHICH PROSPECTIVE INVESTORS SHOULD CONSIDER PRIOR
TO AN INVESTMENT IN THE NOTES OR CONVERSION SHARES.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
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SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON
OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
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The date of this Prospectus Supplement is December 23, 1997
