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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 16, 1999
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
Not applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On June 16, 1999, Telxon Corporation (the Company") issued a press
release announcing: a delay in the release of its financial results for the
fourth quarter, ended March 31, 1999, of its 1999 fiscal year; that it expects a
significant loss for the quarter, including adjustments for the "end-of-life"
and discontinuation of certain products; a further restatement of the previously
released results for its second fiscal quarter ended September 30, 1998 based on
a year-end review by the Company's outside auditors of a customer lease
transaction; and progress made by the Company in the implementation of its new
strategic plan.
A copy of the press release discussing the above and certain related
matters 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.
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(c) Exhibits.
99 Press Release issued by the registrant on June 16, 1999.
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 17, 1999 By: /s/ Glenn S. Hansen
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Glenn S. Hansen
Vice President, Legal Administration
and Corporate Counsel
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EXHIBIT 99
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[TELXON LOGO]
NEWS RELEASE
TELXON TO DELAY EARNINGS RELEASE; ANTICIPATES
SIGNIFICANT FY99 Q4 NET LOSS AND REPORTS PROGRESS
IN IMPLEMENTATION OF NEW STRATEGIC PLAN
AKRON, OHIO, June 16, 1999 - - Telxon Corporation (Nasdaq-NNM: TLXN), a
world leader in delivering quality, innovative solutions for mobile information
systems, announced today that it will delay the release of its financial results
for its fiscal 1999 fourth quarter ended March 31, 1999. The company intends to
release its Q4 earnings as soon as the results can be finalized. Woody M. McGee,
Telxon's newly appointed vice president and CFO, said, "Our year-end closing
process has been complicated with sorting out the effects of the company's
previously announced restatements, requiring additional time to close our fiscal
fourth quarter."
For the fiscal fourth quarter ended March 31, 1999, the company
expects to report a significant net loss based on revenues in the mid $70
million range. The net loss for the fourth quarter will include adjustments
related to the company's program to "end-of-life" and discontinue certain of its
products.
In addition, based on a year-end review by its outside auditors,
management has determined that a further restatement to the company's previously
released results for its second fiscal quarter ended September 30, 1998 is
necessary. For the second fiscal quarter, the company expects to report revenues
of about $104 million, compared to previously announced restated revenues of
$111 million. The adjustment to revenues reflects a change in the treatment of a
transaction previously recorded as a sale to an operating lease, due to the
company's guarantee of customer payments to the third-party lessor. As a result,
the company expects to report a net loss for the second quarter of $.34 per
share (diluted), as compared to a previously announced restated net loss of $.25
per share (diluted).
TELXON CORPORATION/3330 West Market Street/P.O. Box 5582/Akron, Ohio 44334-0582
800.800.8001/Fax 330.664.2058/www.telxon.com
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John W. Paxton, Telxon's chairman and CEO, said, "Since joining Telxon
nearly three months ago, my focus has been on returning the company to a healthy
state. I have recently completed the formation of the company's executive
management team, including Ken Cassady as president and COO, Woody McGee as CFO
and Dave Biggs as chief technology officer. Together, we will implement our
operating plan to stabilize the company and position it to take advantage of the
growth opportunities within the mobile information systems industry. We expect
to go live soon with our new Oracle-based ERP system, which is designed to be
Y2K compliant and will add the necessary systems support to the organization as
we implement our newly initiated material requirements planning and
design-to-cost processes."
"I am pleased to report, based on a number of recent customer wins,
approximately a quarter of which sales are to new customers, that we are on
track to hit our FY 2000 fiscal Q1 internal revenue targets. We expect to report
Q1 revenues in the mid $90 million range. I am also pleased to report, that we
have received approval from a financial institution which would replace the
company's existing credit line with a $75 million senior credit facility, and an
`intent to invest' from an investment firm which would provide $50 million of
additional funding", Paxton continued. "Subject to our satisfaction of their
closing conditions, the combination of these financing transactions will provide
us with the wherewithal to pursue our stabilization and growth strategy. In
addition, we expect to receive approximately $20 million from the previously
reported anticipated Aironet IPO."
As a sign of further progress by Telxon's new management team, the
company announced today that it has agreed in principle with Symbol Technologies
to drop recent lawsuits the two companies have filed against each other.
Pursuant to the understanding, documentation of which has not been finalized,
Telxon will drop the lawsuit it initiated on February 1, 1999 in exchange for
which Symbol will drop its counterclaim filed on February 22, 1999.
Telxon Corporation is a leading global designer and manufacturer of
wireless and mobile information systems for vertical markets. The company
integrates
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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 website address is
www.telxon.com.
Other than the historical financial information reported above, this
news release constitutes forward-looking statements that are inherently subject
to risks and uncertainties which could cause Telxon's actual or restated results
or other future events pertaining to the company to differ materially from the
forward-looking statements. The important factors affecting the realization of
those results or the occurrence of those events include, without limitation, the
ability of the company's executive management to successfully implement its
strategic plan to stabilize and grow the company, including the necessary
infrastructure and processes, the company's ability to timely replace its credit
facility and obtain additional financing on acceptable terms and in adequate
amounts, the continued adequacy of the company's internal and external sources
of working capital in the interim, and finalization of the financial statements
for the referenced periods, as well as general and industry-specific economic
conditions, competitive pressures, the level of customer demand for the
company's products 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.
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For more information:
Alex L. Csiszar
Vice President, Investor and Public Relations
Telxon Corporation
(330) 664-2961
