SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 25, 2000
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Telxon Corporation
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Exact Name of Registrant Specified in Charter
Delaware 0-11402 74-1666060
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number Identification No.)
1000 Summit Drive, Cincinnati, Ohio 45150
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 664-1000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. Changes in Control of the Registrant
(a) Not applicable.
(b) On July 25, 2000, Telxon Corporation ("Telxon") entered into a
definitive Agreement and Plan of Merger (the "Merger Agreement")
pursuant to which Telxon will be acquired by Symbol Technologies,
Inc. ("Symbol"). Under the terms of the Merger Agreement, which was
unanimously approved by Telxon's Board of Directors, a newly formed
wholly owned subsidiary of Symbol will be merged into Telxon (the
"Merger"), and Telxon's shareholders will receive in the Merger 0.50
of a share of Symbol common stock for each Telxon common share.
A copy of the press release issued on July 26, 2000 announcing the
execution of the Merger Agreement is attached as Exhibit 99.1 hereto
and is incorporated herein by reference.
In connection with the execution of the Merger Agreement, Telxon
entered into an Amendment to its Rights Agreement, dated as of August
25, 1987, as amended and restated ("Rights Agreement"), rendering the
Rights Agreement inapplicable to the transactions contemplated by the
Merger Agreement. A copy of the Amendment to the Rights Agreement is
attached as Exhibit 4.1 hereto and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable
(c) Exhibits.
4.1 Amendment to the Rights Agreement, dated July 25, 2000, between
Telxon Corporation and Computershare Investor Services, LLC.
99.1 Press Release issued by Symbol Technologies, Inc. and Telxon
Corporation on July 26, 2000.
SIGNATURE
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
By: /s/ Woody M. McGee
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Vice President and CFO
July 27, 2000
EXHIBIT INDEX
4.1 Amendment to the Rights Agreement, dated July 25, 2000, between
Telxon Corporation and Computershare Investor Services, LLC.
99.1 Press Release issued by Symbol Technologies, Inc. and Telxon
Corporation on July 26, 2000.
