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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 19, 1999
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
Not applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 4. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
As previously reported in a Current Report on Form 8-K bearing a cover
date of July 19, 1999, Telxon Corporation (the Company") entered into a letter
agreement on that date engaging Arthur Andersen LLP ("Andersen") to audit the
Company's consolidated financial statements for the fiscal year ending March 31,
2000. Andersen replaces PricewaterhouseCoopers LLP ("PricewaterhouseCoopers")
as the principal accountant to audit the Company's consolidated financial
statements. As therein reported, the related dismissal of PricewaterhouseCoopers
would occur upon the completion of the audit of the Company's consolidated
financial statements for the fiscal year ended March 31, 1999 and the issuance
of their report thereon for filing in the Company's Annual Report on Form 10-K
for the fiscal year then ended.
The Company filed its Annual Report on Form 10-K for the fiscal year
ended March 31, 1999 upon PricewaterhouseCoopers' completion of their audit of
the Company's consolidated financial statements for the year then ended. The
Form 10-K was filed on the evening of August 9, 1999, with the Form 10-K
receiving a filing date of August 10, 1999. The audited consolidated financial
statement amounts included in the Form 10-K did not contain any changes from the
fiscal annual 1999 consolidated financial results reported by the Company in its
press release of July 14, 1999 (a copy of which was filed under cover of a Form
8-K of that date).
PricewaterhouseCoopers' report on the fiscal 1999 consolidated
financial statements includes separate paragraphs regarding the Company's
ability to continue as a "going concern" and regarding an accounting change for
business process re-engineering affecting the 1998 statement of operations
included as a part thereof.
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The Company does not believe that, during the period between the
change in accountants and the effectiveness of PricewaterhouseCoopers' dismissal
(collectively, the "Pre-Effective Period") (i) there were any disagreements with
PricewaterhouseCoopers on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to PricewaterhouseCoopers' satisfaction, would
have caused it to make reference to the subject matters of the disagreements in
connection with its reports on the Company's consolidated financial statements,
or (ii) any "reportable events" (as defined in Item 304(a)(1)(v) of Regulation
S-K) occurred.
During the Pre-Effective Period, the Company did not consult with
Andersen regarding (1) the application of accounting principles to any completed
or proposed transaction or the type of audit opinion that might be rendered on
the Company's consolidated financial statements or (2) any matter that was the
subject of a disagreement or a reportable event.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
16.1 Letter provided by PricewaterhouseCoopers LLP as
Former Accountant pursuant to Item 304(a)(3) of
Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment No. 1 on Form 8-K/A to be signed
on its behalf by the undersigned hereunto duly authorized.
TELXON CORPORATION
Date: August 16, 1999 By: /s/ Woody M. McGee
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Woody M. McGee
Vice President,
Chief Financial Officer
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EXHIBIT 16.1
[PRICEWATERHOUSECOOPERS LOGO]
PRICEWATERHOUSECOOPERS LLP
BP Tower
200 Public Square
27th Floor
Cleveland, OH 44114-2301
Telephone (216) 781-3700
August 16, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Telxon Corporation, which we understand are
being filed with the Commission today, pursuant to Item 4 of Form 8-K, as part
of the Company's Amendment No.1 to its Form 8-K report dated July 19, 1999. We
agree with the statements concerning our Firm in such Form 8-K/A.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
