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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 5, 1998
TELXON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-11402 74-1666060
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
3330 WEST MARKET STREET, AKRON, OHIO 44333
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (330) 664-1000
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ITEM 5. OTHER EVENTS.
As previously reported by the registrant in a Current Report on Form
8-K dated April 21, 1998 and filed April 27, 1998, the registrant received a
letter from Symbol Technologies, Inc. expressing interest in a business
combination with the registrant. In a Current Report on Form 8-K dated May 8,
1998 and filed May 13, 1998, the registrant further reported that its board of
directors had determined that Symbol's suggested business combination was not in
the best interest of Telxon and its shareholders and that two purported class
actions alleging claims relating to the suggested business combination had been
filed against the registrant and its directors.
Subsequently, on June 2, 1998, Symbol issued a press release announcing
that the registrant had "rejected Symbol's written proposal of June 1, 1998 to
acquire Telxon for $40 per share in cash or up to $42 per share in cash and
Symbol shares, subject to due diligence." Symbol's press release further stated
that the "acquisition proposal will expire by its terms at noon on June 8,
1998." On June 5, 1998, the registrant issued a press release announcing that,
following private discussions with Symbol in an attempt to reach a mutual
agreement, the registrant's board of directors had rejected Symbol's
unsolicited $40 cash proposal. The registrant's press release further noted
that the second Symbol proposal involving a combination of cash/stock did not
contain enough information to be considered by its board. A Symbol press
release issued June 8, 1998 announced that the proposals described in the June
2, 1998 Symbol press release had been withdrawn.
A copy of the registrant's June 5, 1998 press release is included as
Exhibit 99 to this Current Report on Form 8-K and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99 Press Release issued by the registrant on June 5, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TELXON CORPORATION
Date: June 26, 1998 By: /s/ Kenneth W. Haver
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Kenneth W. Haver
Senior Vice President and
Chief Financial Officer
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EXHIBIT 99
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[TELXON LOGO]
NEWS RELEASE
TELXON REJECTS SYMBOL $40 CASH PROPOSAL DESPITE EFFORTS
TO DETERMINE IF A FRIENDLY DEAL COULD BE DONE
JUNE 5, 1998 - - AKRON, OHIO - - Telxon Corporation (Nasdaq - NNM: TLXN)
announced today that its board of directors has unanimously rejected an
unsolicited $40 cash proposal from Symbol Technologies (NYSE: SBL), received on
June 1. This rejection follows several private discussions with Symbol in an
attempt to reach a mutual agreement.
Frank Brick, Telxon president and chief executive officer, said that
Telxon's board of directors rejected the $40 cash proposal. He added that a
second Symbol proposal, also received on June 1, involving a combination of
cash/stock did not contain enough information to be considered by the Telxon
board.
Brick said that the Telxon board, recognizing its fiduciary
responsibilities, had authorized management to meet with Symbol following the
rejection of an earlier proposal from Symbol to acquire Telxon for $38 per share
cash.
According to Brick, Telxon's board determined following those discussions
that, notwithstanding the non-publicly available information to which it has
access, Symbol is unwilling to offer Telxon's shareholders a proposal that gives
them fair value for their shares.
Telxon Corporation is a leading global designer and manufacturer of
wireless and mobile information systems for vertical markets. The company
Telxon Corporation/Corporate Communications Department
3330 West Market Street/P.O. Box 5582/Akron, Ohio 44334-0582
800-800-8001/Fax (330) 664-2058
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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. Telxon's web site
address is: www.telxon.com.
# # #
For corporate information:
Alex Csiszar
Senior Director, Investor Relations
Telxon Corporation
(330) 664-2961
(800) 800-8001
