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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): April 21, 1998
TELXON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 0-11402 74-1666060
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
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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.
On April 21, 1998, an article was published in The Wall Street Journal
reporting that Symbol Technologies, Inc. "ha[d] made an offer to purchase
smaller rival Telxon Corp. for $38 a share" in a letter, dated April 8, from
Tomo Razmilovic, Symbol's president and chief operating officer, to Frank Brick,
chief executive officer of Telxon. The article further reported that the letter
stated that "Symbol is open to negotiate `all aspects of a potential
transaction' and discuss `the structure of the transaction and the form of
consideration,' implying that Symbol may raise its bid and pay cash or stock for
Telxon."
In response to Symbol's expression of interest in a business
combination with it, the registrant issued the press release included as Exhibit
99 to this Current Report on Form 8-K and incorporated herein by reference.
On April 20, 1998, prior to the publication of the article, the last
reported sale price for the registrant's Common Stock on The Nasdaq National
Market tier of The Nasdaq Stock Market (the "Nasdaq - NNM") was $27.69. On April
23, 1998, the last reported sale price for the registrant's Common Stock on the
Nasdaq - NNM was $33.50
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99 Press Release issued by the registrant on April 21, 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: April 27, 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
[TELXON LOGO]
NEWS RELEASE
TELXON CORPORATION ACKNOWLEDGES RECEIPT OF
LETTER OF INTEREST FROM SYMBOL TECHNOLOGIES
AKRON, OHIO - - April 21, 1998 - - Telxon Corporation (Nasdaq - NNM:
TLXN) acknowledged today that it has received a letter from Symbol Technologies,
Inc. expressing interest in a business combination.
Frank Brick, Telxon's president and chief executive officer, said, "The
letter, dated April 8, is currently being reviewed by our financial and legal
advisors and will be considered by Telxon's board of directors in due course."
"Telxon's management team continues to execute its business plan that
sharpens the company's market focus, delivers innovative new products, and
instills a culture of continuous improvement, performance measurement and
accountability," Brick said. "The successive improvements made during the last
six quarters support my confidence in our ability to generate consistent and
predictable revenue and operating earnings growth."
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. 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
Telxon Corporation/Corporate Communications Department
3330 West Market Street/P.O. Box 5582/Akron, Ohio 44334-0582
800-800-8001/Fax (330) 664-2058
