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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): March 1, 1999
TELXON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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 March 1, 1999, Telxon Corporation (the "Company") issued a press release
(the "March Release") announcing the Company's consolidated balance sheet for
the third quarter of fiscal 1999 ended December 31, 1998. The Company had
previously announced the operating results for the fiscal 1999 third quarter in
its press release of February 23, 1999 (the "February Release"), filed under
cover of a Form 8-K of that same date, which also reported that the Company,
having completed the review of certain judgmental accounting matters with the
Company's outside auditors previously reported in the Company's January 27, 1999
press release and also filed under cover of a Form 8-K of that same date, would
be restating its audited financial statements for fiscal years 1996, 1997 and
1998 and its unaudited interim financial statements for the first and second
quarters of fiscal 1999. Due to the complexity of deriving it from the restated
consolidated statements of operations included as attachments to the February
Release, the fiscal 1999 third quarter balance sheet was not available at the
time of the February Release.
As noted in the March Release, the Company plans to file a complete
Form 10-Q for the fiscal 1999 third quarter within the next week.
A copy of the March 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. The March Release includes an unaudited
consolidated balance sheet for the Company comparing its financial position at
December 31, 1998 and, as restated to give effect to the restated consolidated
statements of operations attached to the February Release, at the end of the
Company's prior fiscal year on March 31, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
--- -----
(c) Exhibits.
99 Press Release issued by the registrant on March 1,
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: March 2, 1999 By: /s/ Glenn S. Hansen
-------------------
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 RELEASES FY99 THIRD QUARTER BALANCE SHEET
AKRON, OHIO, March 1, 1999 - - Telxon Corporation (Nasdaq-NNM: TLXNE)
today released its December 31, 1998 consolidated balance sheet, which was not
available at the time of the company's fiscal 1999 third quarter earnings
release on February 23, 1999, due to the complexity of deriving the balance
sheet from the restated consolidated statements of operations included as
attachments to that earlier release.
As described in the February 23, 1999 release, the company's inventory
balance at the end of the third quarter was roughly $15 million higher than
target levels, due to an unanticipated order cancellation and the delay in the
roll-out of two large customer projects in December. The company's notes payable
balance at December 31, 1998 of $70.6 million consisted of $56.5 million of
borrowings under the company's credit facilities used for working capital and
capital expenditures and $14.1 million of floor-plan financing related to one of
the company's Value-Added Distributors, as described in the company's December
11, 1998 news release.
The company plans to file with the Securities and Exchange Commission
within the next week a complete Form 10-Q for the quarter ended December 31,
1998 and, as expeditiously as practicable over the coming weeks, appropriate
amended Forms10-K and 10-Q for the periods covered by the restatement announced
on February 23, 1999. These filings will include comparative financial
statements for the affected periods.
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
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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its customers in more than 60 countries. Telxon's website address is:
http://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
finalization of the financial statements for the periods covered or affected by
the restatement announced by the company on February 23, 1999. Reference should
also be made to the discussion of 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.
# # #
For more information:
Alex L. Csiszar
Vice President, Investor Relations
Telxon Corporation
(330) 664-2961
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Telxon Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEET
- --------------------------
(In thousands, except per share data)
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DECEMBER 31, MARCH 31,
1998 1998
---------------------------------------------------------
(UNAUDITED) (UNAUDITED)
AS
RESTATED
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ASSETS
Current assets:
Cash and short-term investments $ 30,057 $ 27,500
Accounts receivable, net 114,507 121,932
Notes and other accounts receivable 13,044 16,532
Inventories 125,450 109,935
Prepaid expenses and other 13,344 16,084
-------------------------- --------------------------
Total current assets 296,402 291,983
Property and equipment, net 67,911 53,969
Intangible and other assets, net 38,715 35,296
-------------------------- --------------------------
Total $ 403,028 $ 381,248
========================== ==========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 70,614 $ 3,000
Capital lease obligations due within one year 710 968
Accounts payable 59,993 58,634
Income taxes payable 2,493 3,466
Accrued liabilities 39,693 41,988
-------------------------- --------------------------
Total current liabilities 173,503 108,056
Capital lease obligations 1,822 1,876
Convertible subordinated debentures 106,913 107,224
Other long-term liabilities 11,011 6,867
-------------------------- --------------------------
Total 293,249 224,023
Minority interest 3,076 2,791
Stockholders' equity:
Preferred Stock, $1.00 par value per share;
500 shares authorized, none issued -- --
Common Stock, $.01 par value per share;
50,000 shares authorized, 16,234
and 16,219 shares issued 162 162
Additional paid-in capital 88,123 87,489
Retained earnings 25,164 75,267
Equity adjustment for foreign currency translation (4,360) (4,929)
Unearned restricted stock awards (292) (493)
Treasury stock; 108 and 162 shares of common stock
at cost (2,094) (3,062)
-------------------------- --------------------------
Total stockholders' equity 106,703 154,434
-------------------------- --------------------------
Total $ 403,028 $ 381,248
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