SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
(AMENDMENT NO. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
AIRONET WIRELESS COMMUNICATIONS, INC.
(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
00943A 10 7
(CUSIP NUMBER)
Glenn S. Hansen
Vice President, Legal Administration and Corporate Counsel
Telxon Corporation
3330 West Market Street
P.O. Box 5582
Akron, Ohio 44334-0582
(330) 664-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 14, 2000
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box |_| .
(Continued on the following pages)
(Page 1 of 10 Pages)
CUSIP NO. 00943A 10 7 13D
-------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TELXON CORPORATION (IRS IDENTIFICATION NUMBER 74-1666060)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON
CO
CUSIP NO. 00943A 10 7 13D
----------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THE RETAIL TECHNOLOGY GROUP, INC. (IRS IDENTIFICATION NUMBER 34-1724226)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON
OO
CUSIP NO. 00943A 10 7 13D
----------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TELXON SYSTEMS SERVICES, INC. (IRS IDENTIFICATION NUMBER 31-1697297)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON
OO
Telxon Corporation, The Retail Technology Group, Inc. and
Telxon Systems Services, Inc. hereby amend the Schedule 13D
originally filed with the Securities and Exchange Commission on
November 22, 1999 and amended by Amendment No. 1 thereto, filed on
November 23, 1999 (the "Schedule 13D"). Capitalized terms used but
not defined in this Amendment No. 2 to the Schedule 13D shall have
the respective meanings ascribed thereto in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is amended and restated in its entirety as
follows:
(a) The names of the persons filing this statement are Telxon
Corporation, a Delaware corporation ("Telxon"), The Retail Technology
Group, Inc., a Delaware corporation and a wholly owned subsidiary of
Telxon ("Retail Group") and Telxon Systems Services, Inc., a Delaware
corporation and a wholly owned subsidiary of Retail Group
("Services"). Set forth on Annex A to this Schedule 13D is a list of
the directors and executive officers of Telxon, Retail Group and
Services (collectively, the "Directors and Officers") and the present
principal occupation of each of the Directors and Officers.
(b) The address of the principal office and place of business
of Telxon, Retail Group and Services is 1000 Summit Drive,
Cincinnati, Ohio 45150.
(c) Telxon designs, manufactures, integrates, markets and
supports transaction- based mobile information systems. Retail Group
has no operations other than its ownership of Services. In addition
to owning Issuer Common Stock, Services is engaged in the repair of
mobile computing products and the leasing of furniture and equipment
used in software development.
(d) During the past five years, neither Telxon, Retail Group or
Services, nor, to their knowledge, any of the Directors and Officers,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, neither Telxon, Retail Group,
or Services, nor, to their knowledge, any of the Directors and
Officers, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activity
subject to federal or state securities laws or finding any violation
with respect to such laws.
(f) Telxon, Retail Group and Services are all Delaware
corporations. Each of the Directors and Officers is a United States
citizen, except for Peter A. Lomax who is a citizen of the United
Kingdom of Great Britain and Northern Ireland.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is amended and restated in its entirety as
follows:
The Issuer was incorporated in 1993 as a wholly owned
subsidiary of Telxon. Following the initial public offering of Issuer
Common Stock on July 30, 1999, Telxon owned approximately 35.1% of
the outstanding Issuer Common Stock. On November 12, 1999, Telxon
contributed all of its Issuer Common Stock to Retail Group. On March
14, 2000, Retail Group contributed all of its shares of Issuer Common
Stock to Services.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is amended and restated in its entirety as
follows:
(a) - (b) In connection with business and financial planning
with respect to the transactions provided for in the Agreement and
Plan of Merger and Reorganization (the "Merger Agreement"), dated as
of November 8, 1999, by and among Cisco Systems, Inc., a California
corporation ("Cisco"), Osprey Acquisition Corporation, a Delaware
corporation ("Osprey"), and the Issuer, Telxon contributed all of its
shares of Issuer Common Stock to Retail Group on November 12, 1999,
and Retail Group contributed all of its shares of Issuer Common Stock
to Services on March 14, 2000. Pursuant to the terms of the merger
provided for in the Merger Agreement, which merger became effective
on March 15, 2000 as of the close of trading on the National
Association of Securities Dealers Automated Quotation System, on
which the Issuer Common Stock was traded, all of the Issuer's Common
Stock was converted into the right to receive Cisco common stock at
the exchange rate set forth in the Merger Agreement. Accordingly,
Telxon, Retail Group and Services no longer own any shares of Issuer
Common Stock. The Merger Agreement is filed as Exhibit 1 to the
Schedule 13D filed by Cisco on November 18, 1999 and is incorporated
herein in its entirety by reference.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Other than as described above, Telxon, Retail Group and
Services currently have no plans or proposals which related to, or
may result in, any action similar to any of those enumerated in Items
4(a) - (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is amended and restated in its entirety to
read as follows:
(a) - (b) Telxon, Retail Group and Services do not own any
shares of Issuer Common Stock, and none of Telxon, Retail Group or
Services may be deemed to be the beneficial owner of any shares of
Issuer Common Stock.
Pursuant to the Stockholder Agreement, dated November 8, 1999,
among Cisco, Osprey and Telxon, the Joinder to the Stockholder
Agreement, dated November 8, 1999, and the Joinder to the Stockholder
Agreement, dated March 14, 2000 by and among Cisco, Osprey, Retail
Group and Services (hereinafter together referred to as the
"Stockholder Agreements"), Telxon, Retail Group and Services could
not transfer any of their shares of Issuer Common Stock prior to the
earlier to occur of (i) such date and time as the merger of the
Issuer with Osprey became effective in accordance with the terms and
provisions of the Merger Agreement and (ii) the date of the
termination of the Merger Agreement.
Pursuant to the Stockholder Agreements, from November 8, 1999
through March 14, 2000 Retail Group and Cisco, and from March 14,
2000 through March 15, 2000 Services and Cisco had shared power to
direct the vote of 4,994,262 shares of Issuer Common Stock held by
Retail Group and Services (the "Shares"). Pursuant to the Stockholder
Agreements, Telxon, Retail Group and Services irrevocably appointed
Cisco (or any nominee of Cisco) as their lawful attorney and proxy
with respect to the Shares. This proxy gave Cisco the limited right
to vote all of the Shares (i) in favor of approval of the Merger
Agreement and (ii) against any proposal for any recapitalization,
merger, sale of assets or other business combination between the
Issuer and any person or entity other than Cisco or Osprey or any
other action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or
agreement of the Issuer under the Merger Agreement or which could
result in any of the conditions to Issuer's obligations under the
Merger Agreement not being fulfilled. Under their respective
Stockholder Agreements, Telxon, Retail Group and Services retained the
power to vote the Shares of Issuer Common Stock on all other matters.
The Stockholder Agreements and the related proxies terminated upon
such date and time as the merger of the Issuer with Osprey became
effective in accordance with the terms and provisions of the Merger
Agreement. The foregoing summary of the Stockholder Agreements and
the related proxies is qualified in its entirety by reference to the
copies of the Stockholder Agreements included as Exhibit 1.2, Exhibit
1.3 and Exhibit 1.6 to this Schedule 13D and incorporated herein in
their entirety by reference.
As a result of the Stockholder Agreements and various other
stockholder agreements entered into by Cisco, Osprey and the Issuer
in connection with the Merger Agreement, Telxon, Retail Group and
Services may have been deemed to be the beneficial owners of at least
7,253,181 shares of Issuer Common Stock held in the aggregate by
stockholders of the Issuer who had entered into such stockholders
agreements. Telxon, Retail Group and Services disclaim beneficial
ownership of these securities other than the Shares. As a result of
the Stockholder Agreements and such other stockholder agreements,
Telxon, Retail Group and Services may have been deemed to be members
of a group as set forth in Rule 13d-5, under the Securities Exchange
Act of 1934, as amended, however, Telxon, Retail Group and Services
disclaim membership in any such group.
None of the Directors and Officers directly owns any securities
of the Issuer. Telxon, Retail Group and Services have been advised by
each of the Directors and Officers that such Directors and Officers
disclaim beneficial ownership of any shares of Issuer Common Stock
from time to time owned directly or beneficially by Telxon, Retail
Group or Services.
(c) Other than as set forth above in this Schedule 13D, neither
Telxon, Retail Group or Services, nor, to their knowledge, any of the
Directors and Officers, has effected any transaction in the Issuer
Common Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is amended and restated in its entirety to
read as follows:
Other than as set forth above in this Schedule 13D, to the
knowledge of Telxon, Retail Group and Services, there are no
contracts, arrangements, understandings of relationships (legal or
otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the Issuer,
including but not limited to transfer of voting of any of the
securities, finders' fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, except
standard default and similar provisions contained in loan agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended by adding the following:
Exhibit No. Description
1.5 Joint Filing Agreement, dated as of March 17, 2000, by and
between Telxon Corporation ("Telxon"), a Delaware corporation,
The Retail Technology Group, Inc., a Delaware corporation and
wholly owned subsidiary of Telxon, and Telxon Systems Services,
Inc., a Delaware corporation and a wholly owned subsidiary of
Retail Group.
1.6 Joinder to the Stockholder Agreement, dated as of March 14,
2000, by and among Cisco Systems, Inc., a California
corporation ("Cisco"), Osprey Acquisition Corporation, a
Delaware corporation and a wholly owned subsidiary of Cisco,
The Retail Technology Group, Inc., a Delaware corporation and a
wholly owned subsidiary of Telxon, and Telxon Systems Services,
Inc., a Delaware corporation and a wholly owned subsidiary of
The Retail Technology Group, Inc. and the related proxies.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
March 17, 2000
TELXON CORPORATION
By: /s/ John W. Paxton, Sr.
-----------------------
John W. Paxton, Sr.
Chairman of the Board and
Chief Executive Officer
THE RETAIL TECHNOLOGY GROUP, INC.
By: /s/ Woody M. McGee
Woody M. McGee
-----------------------
Vice President and Chief
Financial Officer
TELXON SYSTEMS SERVICES, INC.
By: /s/ John W. Castle
-----------------------
John W. Castle
Vice President and Treasurer
ANNEX A
EXECUTIVE OFFICERS
OF TELXON CORPORATION
The name and principal occupation of each of the executive officers
and directors of Telxon Corporation are listed below. The principal
business address of each of the executive officers of Telxon Corporation is
1000 Summit Drive, Cincinnati, Ohio 45150.
<TABLE>
<CAPTION>
<S> <C>
NAME PRINCIPAL OCCUPATION
- ---------------------- -----------------------------------------------------
John W. Paxton, Sr. Chairman of the Board of Directors and Chief Executive Officer
Kenneth A. Cassady President and Chief Operating Officer
Woody M. McGee Vice President and Chief Financial Officer
David H. Biggs Vice President and Chief Technology Officer
James G. Cleveland Executive Vice President, Americas
Peter A. Lomax Executive Vice President, Europe/Middle East/Africa
Robert A. Goodman Secretary of Telxon and Senior Partner of Goodman, Weiss, Miller
LLP, and General Counsel of Telxon
R. David Garwood President, R.D. Garwood, Inc.
L. Michael Hone President, Chief Executive and Director of Centennial Technologies,
Inc.
Richard J. Bogomolny Retired Chairman and Chief Executive Officer of First National
Supermarkets, Inc.
John H. Cribb Retired Vice Chairman of Telxon
Ray Reddy Dean, School of Computer Science, Carnegie Mellon University
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
OF THE RETAIL TECHNOLOGY GROUP, INC.
The name and principal occupation of each of the executive officers
and directors of The Retail Technology Group, Inc. are listed below. The
principal business address of each of the executive officers and directors
of The Retail Technology Group, Inc. is 1000 Summit Drive, Cincinnati, Ohio
45150.
<TABLE>
<CAPTION>
<S> <C>
NAME PRINCIPAL OCCUPATION
- ---------------------- -----------------------------------------------------
John W. Paxton, Sr. Chairman of the Board and Chief Executive Officer of Telxon
Kenneth A. Cassady President and Chief Operating Officer of Telxon
Woody M. McGee Vice President and Chief Financial Officer of Telxon
</TABLE>
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS
OF THE TELXON SYSTEMS SERVICES, INC.
The name and principal occupation of each of the executive officers
and directors of Telxon Systems Services, Inc. are listed below. The
principal business address of each of the executive officers and directors
of Telxon Systems Services, Inc. is 1000 Summit Drive, Cincinnati, Ohio
45150.
<TABLE>
<CAPTION>
<S> <C>
NAME PRINCIPAL OCCUPATION
- ---------------------- -----------------------------------------------------
John W. Paxton, Sr. Chairman of the Board and Chief Executive Officer of Telxon
Kenneth A. Cassady President and Chief Operating Officer of Telxon
Woody M. McGee Vice President and Chief Financial Officer of Telxon
John W. Castle Vice President and Treasurer of Telxon
</TABLE>
EXHIBIT 1.5
JOINT FILING AGREEMENT
This JOINT FILING AGREEMENT, dated as of March 17, 2000, is
made by and between Telxon Corporation, a Delaware corporation ("Telxon"),
and The Retail Technology Group, Inc., a Delaware corporation and wholly
owned subsidiary of Telxon ("Retail Group") and Telxon Systems Services,
Inc., a Delaware corporation and a wholly owned subsidiary of Retail Group
("Services"). Telxon, Retail Group and Services collectively referred to
herein as the "Parties" and each individually as a "Party." Pursuant to
Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of
1934, as amended, the Parties hereby acknowledge and agree that the
foregoing Statement on Schedule 13D is filed on behalf of each such Party
and that all subsequent amendments to the Statement on Schedule 13D shall
be filed on behalf of each of the Parties without the necessity of filing
additional joint acquisition statements. The Parties hereby acknowledge
that each Party shall be responsible for timely filing of such amendments,
and for the completeness and accuracy of the information concerning such
Party contained therein, but shall not be responsible for the completeness
and accuracy of the information concerning the other Party, except to the
extent that such Party knows or has reason to believe that such information
is inaccurate.
IN WITNESS WHEREOF, the Parties hereto have executed this Joint
Filing Agreement as of the day and year first above written.
TELXON CORPORATION
By: /s/ John W. Paxton, Sr.
-----------------------
John W. Paxton, Sr.
Chairman of the Board and
Chief Executive Officer
THE RETAIL TECHNOLOGY GROUP, INC.
By: /s/ Woody M. McGee
-----------------------
Woody M. McGee
Vice President and Chief
Financial Officer
TELXON SYSTEMS SERVICES, INC.
By: /s/ John W. Castle
-----------------------
John W. Castle
Vice President and Treasurer
EXHIBIT 1.6
JOINDER TO STOCKHOLDER AGREEMENT
(TELXON SYSTEMS SERVICES, INC.)
THIS JOINDER TO STOCKHOLDER AGREEMENT is made as of March
14 , 2000 by Telxon Systems Services, Inc. ("Assignee"), a wholly owned
subsidiary of The Retail Technology Group, Inc. ("Assignor"), which is in
turn a wholly owned subsidiary of Telxon Corporation ("Telxon"), with
respect to the Stockholder Agreement (the "Stockholder Agreement"), dated
as of November 8, 1999, between Cisco Systems, Inc., a California
corporation ("Parent"), Osprey Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and
Telxon, by the terms of which agreement Assignor has heretofore agreed to
be bound as set for in a Joinder to Stockholder Agreement dated as of
November 8, 1999 (the "Prior Joinder").
RECITALS:
WHEREAS, pursuant to an Agreement and Plan of Merger and
Reorganization (such agreement, as it may be amended or restated, is
hereinafter referred to as the "Reorganization Agreement"), dated as of
November 8, 1999, by and among Parent, Merger Sub, and Aironet Wireless
Communications, Inc., a corporation existing under the laws of Delaware
("Company"), Parent has agreed to acquire the outstanding securities of
Company pursuant to a statutory merger of Merger Sub with and into Company
(the "Merger") effected in part through the conversion of each outstanding
share of capital stock of Company (the "Company Capital Stock"), into
shares of common stock of Parent (the "Parent Shares") at the rate set
forth in the Reorganization Agreement (the "Transaction");
WHEREAS, in order to induce Parent to enter into the Transaction,
Company has agreed to use its best efforts to solicit the proxy of certain
stockholders of Company on behalf of Parent, and to cause certain
stockholders of Company to execute and deliver Stockholder Agreements to
Parent;
WHEREAS, as of the time of the entry of the parties into the
Reorganization Agreement, Telxon owned of record 4,994,262 shares of the
outstanding Company Capital Stock (the "Shares");
WHEREAS, in order to induce Parent to enter into the Transaction,
Telxon entered into the Stockholder Agreement, under which Telxon, among
other things, agreed not to transfer or otherwise dispose of any of the
Shares, or any other shares of Company Capital Stock acquired by such
stockholder prior to the Expiration Date (as defined in Section 1.1 of the
Stockholder Agreement), and also agreed to vote the Shares and any other
such shares of Company Capital Stock so as to facilitate consummation of
the Transaction;
WHEREAS, pursuant to Section 9.2 of the Stockholder Agreement,
Telxon has heretofore assigned the Shares to Assignor upon the written
agreement of Assignor, as required by said Section 9.2 and set forth in the
Prior Joinder, to be bound by the terms of the Stockholder Agreement with
the same force and effect as if it were Telxon and Assignor's execution and
delivery to Parent of an Irrevocable Proxy in substantially the same form
as executed by Telxon pursuant to the Stockholder Agreement;
WHEREAS, as the holder of record of the Shares as of the record
date for the approval of the Merger by the Company's stockholders, Assignor
has, consistent with its obligations under the Prior Joinder and the
Irrevocable Proxy delivered pursuant thereto, heretofore executed and
delivered a duly executed proxy in favor of the Merger in the form
solicited by the Company from all of its stockholders with respect thereto
(the "Merger Proxy"); and
WHEREAS, Assignor desires to further assign the Shares to
Assignee (the "Further Transfer") with the prior written consent of Parent
and Merger Sub in accordance with Section 9.2 of the Stockholder Agreement.
NOW, THEREFORE, Assignee agrees that, effective upon the written
consent of Parent and Merger Sub to the Further Transfer and the effecting
thereof pursuant to such consent:
1. Assignee shall be bound by the terms of the Stockholder
Agreement with the same force and effect as if it were Assignor.
2. Assignee agrees to execute and deliver, and
contemporaneously is delivering, a duly executed Irrevocable Proxy in
substantially the same form as executed by Assignor pursuant to the Prior
Joinder, with Assignor and Assignee hereby acknowledging and agreeing that
neither this Joinder and the consent of Parent and Merger Sub thereto, nor
the delivery of such Irrevocable Proxy by Assignee, shall be deemed for any
purpose to revoke or otherwise affect the effectiveness of the Merger
Proxy.
[signature page follows.]
IN WITNESS WHEREOF, the parties have caused this Joinder to
Stockholder Agreement to be executed as of the date first above written.
ASSIGNOR: ASSIGNEE:
THE RETAIL TECHNOLOGY TELXON SYSTEMS SERVICES, INC.
GROUP, INC.
By: /s/ W. M. McGee By: /s/ John W. Paxton, Sr.
------------------------ ----------------------------
W. M. McGee John W. Paxton
Typed or Printed Name of Signer Typed or Printed Name of Signer
VP / CFO Chairman & CEO
Typed or Printed Title of Signer Typed or Printed Title of Signer
Address
Address: c/o Telxon Corporation Address: c/o Telxon Corporation
3300 W. Market Street Ridgewood Corporate Center
Akron, OH 44333 1000 Summit Drive
Cincinnati, OH 45150
Total Number of Shares of Company Capital Stock owned by Assignee
upon consummation of the transfer:
Common Stock: 4,994,262 shares
CONSENTED TO this 14 day of March, 2000
PARENT: MERGER SUB:
CISCO SYSTEMS, INC. OSPREY ACQUISITION
CORPORATION
By: /s/ Charlie Giancarlo By: /s/ D. A. Rogan
------------------------- -------------------------
Charlie Giancarlo David A. Rogan
Typed or Printed Name of Signer Typed or Printed Name of Signer
Senior Vice President,
Small-Medium Business, Vice President, Treasurer
Typed or Printed Title of Signer Typed or Printed Title of Signer
Line of Business
IRREVOCABLE PROXY
TO VOTE STOCK OF
AIRONET WIRELESS COMMUNCIATIONS, INC.
The undersigned stockholder of Aironet Wireless Communications,
Inc., a Delaware corporation ("Company"), hereby irrevocably (to the full
extent permitted by the Delaware General Corporation Law) appoints the
members of the Board of Directors of Cisco Systems, Inc., a California
corporation ("Parent"), and each of them, or any other designee of Parent,
as the sole and exclusive attorneys and proxies of the undersigned, with
full power of substitution and resubstitution, to vote and exercise all
voting and related rights (to the full extent that the undersigned is
entitled to do so) with respect to all of the shares of capital stock of
Company that now are or hereafter may be beneficially owned by the
undersigned, and any and all other shares or securities of Company issued
or issuable in respect thereof on or after the date hereof (collectively,
the "Shares") in accordance with the terms of this Irrevocable Proxy. The
Shares beneficially owned by the undersigned stockholder of Company as of
the date of this Irrevocable Proxy are listed on the final page of this
Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable
Proxy, any and all prior proxies given by the undersigned with respect to
any Shares are hereby revoked and the undersigned agrees not to grant any
subsequent proxies with respect to the Shares until after the Expiration
Date (as defined below).
This Irrevocable Proxy is irrevocable (to the extent provided in
the Delaware Corporations Code), is coupled with an interest, including,
but not limited to, that certain Stockholder Agreement dated as of even
date herewith by and among Parent, Osprey Acquisition Corporation and the
undersigned, and is granted in consideration of Parent entering into that
certain Agreement and Plan of Merger and Reorganization between Company,
Parent and Merger Sub (the "Reorganization Agreement"), which agreement
provides for the merger of Merger Sub with and into Company (the "Merger").
As used herein, the term "Expiration Date" shall mean the earlier to occur
of (i) such date and time as the Merger shall become effective in
accordance with the terms and provisions of the Reorganization Agreement,
and (ii) the date of termination of the Reorganization Agreement. This
Irrevocable Proxy shall terminate on the Expiration Date.
The attorneys and proxies named above, and each of them are
hereby authorized and empowered by the undersigned, at any time prior to
the Expiration Date, to act as the undersigned's attorney and proxy to vote
the Shares, and to exercise all voting and other rights of the undersigned
with respect to the Shares (including, without limitation, the power to
execute and deliver written consents pursuant to the Delaware Corporations
Code), at every annual, special or adjourned meeting of the stockholders of
Company and in every written consent in lieu of such meeting as follows:
(x) In favor of approval of the Merger and the Reorganization
Agreement, in favor of any matter that could reasonably be
expected to facilitate the Merger and against any proposal
for any recapitalization, merger, sale of assets or other
business combination relating to the Company (other than the
Merger) and against any other action or agreement that would
result in a breach of any covenant, representation or
warranty or any other obligation or agreement of Company
under an acquisition agreement in respect of the Merger or
which would result in any of the conditions to the
completion of the Merger not being fulfilled.
The attorneys and proxies named above may not exercise this
Irrevocable Proxy on any other matter except as provided above. The
undersigned stockholder may vote the Shares on all other matters.
All authority herein conferred shall survive the death or
incapacity of the undersigned and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
[Signature page follows.]
This Irrevocable Proxy is coupled with an interest as aforesaid
and is irrevocable.
Dated: March 14th , 2000 TELXON SYSTEMS SERVICES, INC.
By: /s/ John W. Paxton, Sr.
-----------------------------------
John W. Paxton, Sr.
Typed or Printed Name of Signer
Chairman & CEO
Typed or Printed Title of Signer
Shares beneficially owned:
4,994,262 shares of Company Common Stock
