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SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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EXCHANGE ACT OF 1934
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[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
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TELXON CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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[TELXON LOGO] NEWS RELEASE
TEXON AND WYSER-PRATTE REACH AGREEMENT
AKRON, Ohio and NEW YORK, New York - - August 26, 1998 - - Telxon
Corporation (Nasdaq - NNM: TLXN) and Guy P. Wyser-Pratte today announced that
they have reached an agreement with respect to the Telxon shareholder rights
plan, filling the existing vacancy on Telxon's Board of Directors and the
shareholder proposals which Mr. Wyser-Pratte announced in June, 1998 that he
intended to propose at Telxon's annual meeting scheduled for September 15, 1998.
Telxon has agreed from September 1, 1998 through May 31, 1999 to take all
actions necessary to declare its rights plan inapplicable to any fully financed,
all-cash tender offer to purchase all of Telxon's outstanding common stock that,
among other things, ensures holders of Telxon common stock a per share price
that is the greater of an amount in excess of $40 and 140% of the average
closing price per share of Telxon common stock on the Nasdaq National Market
System during a specified 20 trading day period ending before announcement of
the tender offer.
Telxon and Mr. Wyser-Pratte have agreed to consult with each other to
select a candidate to fill the existing vacancy on Telxon's Board of Directors.
In the event that Telxon and Mr. Wyser-Pratte are unable to agree on a mutually
acceptable candidate, Telxon has agreed to permit Jonathan R. Macey to fill that
vacancy by October 31, 1998. Mr. Wyser-Pratte is withdrawing his nomination of
Professor Macey for election to the Telxon Board at the 1998 shareholders
meeting.
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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Mr. Wyser-Pratte has agreed to withdraw all shareholder proposals submitted
to Telxon, including those regarding proposed bylaw amendments. Moreover,
Mr. Wyser-Pratte has agreed to not make any further proxy solicitations of
Telxon's shareholders through January 1, 2000.
In addition, Telxon and Mr. Wyser-Pratte have agreed to withdraw all
litigation relating to Mr. Wyser-Pratte's announced proposals and Telxon's
annual meeting.
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.
# # #
For more information:
Alex Csiszar
Vice President, Investor Relations
Telxon Corporation
(330) 664-2961
Eric Longmire
Senior Managing Director
Wyser-Pratte & Co, Inc.
(212) 495-5357
