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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
TELXON CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
[NOT APPLICABLE]
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: ............
(2) Aggregate number of securities to which transaction applies: ...............
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined): ...............................
(4) Proposed maximum aggregate value of transaction: ...........................
(5) Total fee paid: ............................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ....................................................
(2) Form, Schedule or Registration Statement No.: ..............................
(3) Filing Party: ..............................................................
(4) Date Filed: ................................................................
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[TELXON LOGO]
NEWS RELEASE
TELXON SAYS PROXY SETTLEMENT
IN BEST INTERESTS OF SHAREHOLDERS
AUGUST 26, 1998 - - AKRON, Ohio - - Telxon Corporation (Nasdaq - NNM:
TXLN) said today that the settlement it reached with Guy Wyser-Pratte is in the
best interests of Telxon shareholders.
Frank E. Brick, Telxon president and chief executive officer, said the
terms of the settlement, which ended a proxy contest and terminated all pending
litigation between the companies, will enable management to intensify its focus
on executing its business plan while continuing to protect Telxon from low-ball
unsolicited offers. "The settlement also avoids continuing legal fees and proxy
solicitation expenses," Brick said. "Telxon will continue to execute its
long-term strategy that is geared towards growing earnings 30 percent per year
on a 15 percent revenue gain," he added.
Under the agreement, the Telxon board will not invoke the company's
shareholder rights provision if Telxon receives a fully financed all-cash offer
above $40 per share or a price that is 140 percent above a twenty day average
closing price of Telxon stock, whichever is greater. This provision becomes
effective September 1, 1998 and expires May 31, 1999. Brick said, "Obviously,
what we agreed to is only temporary and is only applicable to offers in excess
of a minimum price."
Brick said, "Wyser-Pratte indicated that he initiated his proxy
proposals in reaction to our Board's rejection of takeover proposals from Symbol
Technologies. Symbol never made a firm definitive offer. Recognizing its
fiduciary responsibilities, the Telxon board of directors authorized management
to meet with Symbol on several different occasions to determine if a deal could
be done that would deliver adequate value to Telxon shareholders."
"While Symbol's public statements indicated friendly intentions, its
private tactics were in fact hostile," Brick explained. Brick said he suspects
that Symbol's actions were "simply a competitive effort to disrupt our business.
I believe that
Telxon Corporation/Corporate Communications Department
3330 West Market Street/P.O. Box 5582/Akron, Ohio 44334-0582
800-800-8001/Fax (330) 664-2058
<PAGE> 3
Symbol was never really serious about completing a deal at the prices
indicated, and that our board acted appropriately in rejecting Symbol's
proposals," Brick continued.
"Clearly, one of the primary reasons we entered into the settlement was
that it was consistent with the positions our board took with respect to
Symbol's $40 proposal and its inadequacies," he concluded.
Telxon Corporation is a leading global designer and manufacturer of
wireless and mobile information systems for vertical markets. The company
integrates advanced mobile computing and wireless data communication technology
with a wide array of peripherals, application-specific software and global
customer services for its customers in more than 60 countries around the world.
Telxon's global web site address is: http://www.telxon.com.
Other than the summarized terms of the settlement agreement with
Wyser-Pratte, this news release constitutes forward-looking statements that are
inherently subject to risks and uncertainties which could cause Telxon's actual
results to differ materially from the forward-looking statements. The important
factors affecting the realization of those results include, without limitation,
the company's ability to gain and maintain market acceptance of its products,
and implement appropriate cost reduction, efficiency and other operating
improvement strategies, as well as general and industry-specific economic
conditions, competitive pressures and rapid technological change. Reference
should be made to the discussion of these and other factors affecting Telxon's
business and results as included from time to time in the company's filings with
the Securities and Exchange Commission.
# # #
For more information:
Alex Csiszar
Vice President, Investor Relations
Telxon Corporation
(330) 664-2961
