<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-11402
TELXON CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 74-1666060
State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
1000 SUMMIT DRIVE CINCINNATI, OHIO 45150
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (330) 664-1000
Securities registered pursuant Name of each exchange
to Section 12(b) of the Act: On Which Registered:
---------------------------- --------------------
NONE NONE
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
(Title of class)
7-1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2012
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]. No[ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ].
The aggregate market value of registrant's Common Stock held by non-affiliates
as of May 31, 2000, based on the last reported sales price of the Common Stock
as reported on the Nasdaq National Market for such date, was $259,377,871.
At May 31, 2000, there were 17,511,472 outstanding shares of the registrant's
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's definitive proxy statement for its 2000 Annual Meeting of
Stockholders to be held on September 15, 2000, which the registrant intends to
file with the Securities and Exchange Commission within 120 days of the close of
its fiscal year ended March 31, 2000, is incorporated by reference in Part III
of this Annual Report on Form 10-K from the date of filing such document.
<PAGE> 2
This Amendment No. 1 on Form 10-K/A supplements the Registrant's Form 10-K
as originally filed on July 10, 2000 (the "Original Filing") to add exhibits
10.1.13.a and 10.1.23 to Part IV and the index to exhibits and to file those two
additional exhibits.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a) List of documents filed as part of this Annual Report on Form 10-K:
(1) Consolidated Financial Statements: Reference is made to the Index
on page 53 of this Annual Report on Form 10-K.
(2) Financial Statement Schedule: Reference is made to the Index on
page 53 of this Annual Report on Form 10-K. All other schedules are
omitted because they are not applicable or the required information is
shown in the Consolidated Financial Statements or the notes thereto.
(3) Exhibits required by Item 601 of Regulation S-K:
3.1 Restated Certificate of Incorporation of Registrant,
incorporated herein by reference to Exhibit No. 2(b)
to Registrant's Registration Statement on Form 8-A
with respect to its Common Stock filed pursuant to
Section 12(g) of the Securities Exchange Act, as
amended by Amendment No. 1 thereto filed under cover
of a Form 8 and Amendment No. 2 thereto filed on Form
8-A/A.
3.2 Amended and Restated By-Laws of Registrant,
incorporated herein by reference to Exhibit 3.2 to
Registrant's Form 10-K for the year ended March 31,
1999.
4.1 Portions of the Restated Certificate of Incorporation
of Registrant pertaining to the rights of holders of
Registrant's Common Stock, par value $.01 per share,
incorporated herein by reference to Exhibit No. 2(b)
to Registrant's Registration Statement on Form 8-A
with respect to its Common Stock filed pursuant to
Section 12(g) of the Securities Exchange Act, as
amended by Amendment No. 1 thereto filed under cover
of a Form 8 and Amendment No. 2 thereto filed on Form
8-A/A.
4.2 Text of form of Certificate for Registrant's Common
Stock, par value $.01 per share, and description of
graphic and image material appearing thereon,
incorporated herein by reference to Exhibit 4.2 to
Registrant's Form 10-Q for the quarter ended June 30,
1995.
2
<PAGE> 3
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
4.3 Rights Agreement between Registrant and KeyBank
National Association, as Rights Agent, dated as of
August 25, 1987, as amended and restated as of July
31, 1996, incorporated herein by reference to Exhibit
4 to Registrant's Form 8-K dated August 5, 1996.
4.3.1 Form of Rights Certificate (included as
Exhibit A to the Rights Agreement included
as Exhibit 4.3 above). Until the
Distribution Date (as defined in the Rights
Agreement), the Rights Agreement provides
that the common stock purchase rights
created thereunder are evidenced by the
certificates for Registrant's Common Stock
(the text of which and description thereof
is included as Exhibit 4.2 above, which
stock certificates are deemed also to be
certificates for such common stock purchase
rights) and not by separate Rights
Certificates; as soon as practicable after
the Distribution Date, Rights Certificates
will be mailed to each holder of
Registrant's Common Stock as of the close of
business on the Distribution Date.
4.3.2 Letter agreement among Registrant, KeyBank
National Association and Harris Trust and
Savings Bank, dated June 11, 1997, with
respect to the appointment of Harris Trust
and Savings Bank as successor Rights Agent
under the Rights Agreement included as
Exhibit 4.3 above, incorporated herein by
reference to Exhibit 4.3.2 to Registrant's
Form 10-K for the year ended March 31, 1997.
4.4 Indenture by and between Registrant and AmeriTrust
Company National Association, as Trustee, dated as of
June 1, 1987, regarding Registrant's 7-1/2%
Convertible Subordinated Debentures Due 2012,
incorporated herein by reference to Exhibit 4.2 to
Registrant's Registration Statement on Form S-3,
Registration No. 33-14348, filed May 18, 1987.
4.4.1 Form of Registrant's 7-1/2% Convertible
Subordinated Debentures Due 2012 (set forth
in the Indenture included as Exhibit 4.4
above).
4.5 Indenture by and between Registrant and Bank One
Trust Company, N.A., as Trustee, dated as of December
1, 1995, regarding Registrant's 5-3/4% Convertible
Subordinated Notes due 2003, incorporated herein by
reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-3, Registration No. 333-1189,
filed February 23, 1996.
4.5.1 Form of Registrant's 5-3/4% Convertible
Subordinated Notes due 2003 issued under the
Indenture included as Exhibit 4.5 above,
incorporated herein by reference to Exhibit
4.2 to Registrant's Registration Statement
on Form S-3, Registration No. 333-1189,
filed February 23, 1996.
4.5.2 Registration Rights Agreement by and among
3
<PAGE> 4
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
Registrant and Hambrecht & Quist LLC and
Prudential Securities Incorporated, as the
Initial Purchasers of Registrant's 5-3/4%
Convertible Subordinated Notes due 2003,
with respect to the registration of said
Notes under applicable securities laws,
incorporated herein by reference to Exhibit
4.3 to Registrant's Registration Statement
on Form S-3, Registration No. 333-1189,
filed February 23, 1996.
10.1 Compensation and Benefits Plans of Registrant.
10.1.1 Amended and Restated Retirement and Uniform
Matching Profit-Sharing Plan of Registrant,
as amended, incorporated herein by reference
to Exhibit 10.1.1 to Registrant's Form 10-K
for the year ended March 31, 1999.
10.1.2 1990 Stock Option Plan for employees of
Registrant, as amended, incorporated herein
by reference to Exhibit 10.1.2 to
Registrant's Form 10-Q for the quarter ended
December 31, 1999.
10.1.3 1990 Stock Option Plan for Non-Employee
Directors of Registrant, as amended,
incorporated herein by reference to Exhibit
10.1.3 to Registrant's Form 10-Q for the
quarter ended December 31, 1999.
10.1.4 Non-Qualified Stock Option Agreement between
Registrant and Raj Reddy, dated as of
October 17, 1988, incorporated herein by
reference to Exhibit 10.1.4 to Registrant's
Form 10-Q for the year ended March 31, 1999.
10.1.4.a Description of amendments
extending the term of the
Agreement included as
Exhibit 10.1.4 above,
incorporated herein by
reference to Exhibit 10.1.4.a to
Registrant's Form 10-Q for the
quarter ended December 31, 1999.
10.1.5 1992 Restricted Stock Plan of Registrant, as
amended, incorporated herein by reference to
Exhibit 10.1.5 to Registrant's Form 10-Q for
the quarter ended December 31, 1998.
10.1.6 1995 Employee Stock Purchase Plan of
Registrant, as amended, incorporated herein
by reference to Exhibit 10.1.7 to
Registrant's Form 10-Q for the quarter ended
September 30, 1995.
10.1.7 1996 Stock Option Plan for employees,
directors and advisors of Aironet Wireless
Communications, Inc., a subsidiary of
Registrant, incorporated herein by reference
to Exhibit 10.1.7 to Registrant's Form 10-K
for the year ended March 31, 1997.
10.1.7.a Amended and Restated 1996
Stock Option Plan for employees,
4
<PAGE> 5
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
directors and advisors of Aironet
Wireless Communications, Inc.,
incorporated herein by reference
to Exhibit 10.1.7.a to
Registrant's Form 10-K for the
year ended March 31, 1998.
10.1.7.b First Amendment to Amended and
Restated 1996 Stock Option Plan
for employees, directors and
advisors of Aironet Wireless
Communications, Inc. herein by
reference to Exhibit 10.1.7.b to
Registrant's Form 10-K for the
year ended March 31, 1999.
10.1.8 1999 Stock Option Plan for Non-Employee
Directors of Aironet Wireless
Communications, Inc., incorporated herein by
reference to Exhibit 10.1.8 to Registrant's
Form 10-Q for the quarter ended
September 30, 1999.
10.1.9 Non-Competition Agreement by and between
Registrant and Robert F. Meyerson, effective
February 27, 1997, incorporated herein by
reference to Exhibit 10.1.8 to Registrant's
Form 10-K for the year ended March 31, 1997.
10.1.10 Employment Agreement between Registrant and
John W. Paxton, Sr., effective as of March
22, 1999, incorporated herein by reference
to Exhibit 10.1.10 to Registrant's Form 10-K
for the year ended March 31, 1999.
10.1.11 Employment Agreement between Registrant and
Kenneth A. Cassady, effective as of June 7,
1999, incorporated herein by reference to
Exhibit 10.1.11 to Registrant's Form 10-K
for the year ended March 31, 1999.
10.1.12 Employment Agreement between Registrant and
Woody M. McGee, effective as of June 1,
1999, incorporated herein by reference to
Exhibit 10.1.12 to Registrant's Form 10-K
for the year ended March 31, 1999.
10.1.13 Employment Agreement between Registrant and
David M. Biggs, effective as of June 7,
1999, incorporated herein by reference to
Exhibit 10.1.13 to Registrant's Form 10-Q
for the quarter ended December 31, 1999.
10.1.13.a Letter agreement continuing
Mr. Biggs' employment with
Registrant, dated June 15, 2000,
filed herewith.
10.1.14 Offer and acceptance of employment between
Registrant and Gene Harmegnies, effective as
of January 31, 2000, incorporated herein by
reference to Exhibit 10.1.14 to Registrant's
Form 10-Q for the quarter ended December 31,
1999.
10.1.15 Description of Key Employee Retention
Program, incorporated herein by reference to
Exhibit 10.1.15 to Registrant's Form 10-K
for the year ended March 31, 1998.
10.1.15.a Form of letter agreement made
5
<PAGE> 6
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
with key employees selected under
the retention program described
in Exhibit 10.1.15 above,
incorporated herein by reference
to Exhibit 10.1.15.a to
Registrant's Form 10-K for the
year ended March 31, 1998.
10.1.16 Employment Agreement, effective as of April
1, 1997, between Registrant and Frank E.
Brick, a former executive officer,
incorporated herein by reference to Exhibit
10.1.9 to Registrant's Form 10-K for the
year ended March 31, 1998.
10.1.17 Amended and Restated Employment Agreement,
effective as of April 1, 1997, between
Registrant and James G. Cleveland, a former
executive officer, incorporated herein by
reference to Exhibit 10.1.10 to Registrant's
Form 10-K for the year ended March 31, 1998.
10.1.18 Amended and Restated Employment Agreement,
effective as of April 1, 1997, between
Registrant and Kenneth W. Haver, a former
executive officer, incorporated herein by
reference to Exhibit 10.1.11 to Registrant's
Form 10-K for the year ended March 31, 1998.
10.1.19 Amended and Restated Employment Agreement,
effective as of April 1, 1997, between
Registrant and David W. Porter, a former
executive officer, incorporated herein by
reference to Exhibit 10.1.13 to Registrant's
Form 10-K for the year ended March 31, 1998.
10.1.20 Amended and Restated Employment Agreement,
effective as of April 1, 1997, between
Registrant and Danny R. Wipff, a former
executive officer, incorporated herein by
reference to Exhibit 10.1.14 to Registrant's
Form 10-K for the year ended March 31, 1998.
10.1.21 Letter agreement of Registrant with Robert
A. Goodman, dated as of December 29, 1997
and executed and delivered January 20, 1998,
for continued consulting services following
certain changes in his law practice,
incorporated herein by reference to Exhibit
10.1.17 to Registrant's Form 10-K for the
year ended March 31, 1998.
10.1.22 Letter agreement of Registrant with R. Dave
Garwood, dated August 30, 1999, for MRP-II
consulting services, incorporated herein by
reference to Exhibit 1.1.20 to Registrant's
Form 10-Q for the quarter ended September
30, 1999.
10.1.23 Employment Agreement between Registrant and
William J. Murphy, effective as of February
1, 2000, filed herewith.
10.2 Material Leases of Registrant.
10.2.1 Lease between Registrant and 3330 W. Market
Properties, dated as of December 30, 1986,
for premises at 3330 West Market Street,
Akron, Ohio, incorporated herein by
reference to Exhibit 10.2.1 to Registrant's
6
<PAGE> 7
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
Form 10-K for the year ended March 31, 1999.
10.2.2 Lease Agreement between The Woodlands
Commercial Properties Company, L.P. and
Registrant, made and entered into as of
January 16, 1998, including Rider No. 1
thereto, for premises at 8302 New Trails
Drive, The Woodlands, Texas, incorporated
herein by reference to Exhibit 10.2.2 to
Registrant's Form 10-K for the year ended
March 31, 1998.
10.2.3 Standard Office Lease (Modified Net Lease)
between Registrant and John D. Dellagnese
III, dated as of July 19, 1995, for premises
at 3875 Embassy Parkway, Bath, Ohio,
including an Addendum thereto, incorporated
herein by reference to Exhibit 10.2.4 to
Registrant's Form 10-K for the year ended
March 31, 1996.
10.2.3.a Second Addendum, dated as of
October 5, 1995, to the Lease
included as Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.4.a to
Registrant's Form 10-K for the
year ended March 31, 1996.
10.2.3.b Third Addendum, dated as of March
1, 1996, to the Lease included as
Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.4.b to
Registrant's Form 10-K for the
year ended March 31, 1996.
10.2.3.c Fourth Addendum, dated as of
April 16, 1996, to the Lease
included as Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.2.c to
Registrant's Form 10-Q for the
quarter ended June 30, 1997.
10.2.3.d Fifth Addendum, dated as of June
24, 1997, to the Lease included
as Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.2.d to
Registrant's Form 10-Q for the
quarter ended June 30, 1997.
10.2.3.e Sixth Addendum, dated as of
March, 1998, to the Lease
included as Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.3.e to
Registrant's Form 10-Q for the
quarter ended September 30, 1998.
10.2.3.f Seventh Addendum, dated as of
July 20, 1998, to the Lease
included as Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.3.f to
7
<PAGE> 8
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
Registrant's Form 10-Q for the
quarter ended September 30, 1998.
10.2.3.g Eighth Addendum, dated as of
September 8, 1998, to the Lease
included as Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.3.g to
Registrant's Form 10-Q for the
quarter ended September 30, 1998.
10.2.3.h Sublease Agreement, dated as of
September 1, 1998, between
Registrant and Aironet Wireless
Communications, Inc. for the
premises subject to the Lease
included as Exhibit 10.2.3 above,
as amended through the Eighth
Addendum thereto included as
Exhibit 10.2.3.g above,
incorporated herein by reference
to Exhibit 10.2.3.h to
Registrant's Form 10-K for the
year ended March 31, 1999.
10.2.3.i Renewal, dated June 16, 1999,
with respect to the Sublease
Agreement included as Exhibit
10.2.3.h above, incorporated
herein by reference to Exhibit
10.2.3.i to Registrant's Form
10-K for the year ended March 31,
1999.
10.2.4 Lease Contract between Desarrollos \
Inmobiliarios Paso del Norte, S.A. de C.V.
and Productos y Servicios de Telxon, S.A. de
C.V., a subsidiary of Registrant, made and
entered into as of April 10, 1997, for
premises in Ciudad Juarez, Chihuahua,
Mexico, incorporated herein by reference
to Exhibit 10.2.4 to Registrant's Form 10-K
for the year ended March 31, 1998.
10.2.5 Lease between Milford Partners, LLC and
Registrant, made as of March 17, 2000 for
premises in Ridgewood Corporate Center, 1000
Summit Drive, Milford, Ohio, filed with the
Original Filing.
10.2.6 Lease Agreement between Woodlands Office
Equities-'95 Limited and Registrant,
effective January 20, 2000, for premises at
8701 New Trails Drive, The Woodlands, Texas,
including an Expansion, Modification and
Ratification thereof dated May 1, 2000,
filed with the Original Filing.
10.3 Credit Agreements of Registrant.
10.3.1 Credit Agreement by and among Registrant,
the lenders party thereto from time to time
and The Bank of New York, as letter of
credit issuer, swing line lender and agent
for the lenders, dated as of March 8, 1996
(refinanced and replaced by the Loan and
Security Agreement included as Exhibit
10.3.3 below), incorporated herein by
8
<PAGE> 9
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
reference to Exhibit 10.3.2 to Registrant's
Form 10-K for the year ended March 31, 1996.
10.3.1.a Amendment No. 1, dated as of
August 6, 1996, to the Agreement
included as Exhibit 10.3.1 above,
incorporated herein by reference
to Exhibit 10.3.2.a to
Registrant's Form 8-K dated
August 16, 1996.
10.3.1.b Amendment No. 2, dated as of
December 16, 1996, to the
Agreement included as Exhibit
10.3.1 above, incorporated herein
by reference to Exhibit 10.3.2.c
to Registrant's Form 8-K dated
December 16, 1996.
10.3.1.c Amendment No. 3, dated as of
December 12, 1997, to the
Agreement included as Exhibit
10.3.1 above, included herein by
reference to Exhibit 10.3.1.d to
Registrant's Form 10-K for the
year ended March 31, 1998.
10.3.1.d Waiver and Agreement, dated as of
December 29, 1998, with respect
to the Agreement included as
Exhibit 10.3.1 above,
incorporated herein by reference
to Exhibit 10.3.1.e to
Registrant's Form 10-Q for the
quarter ended December 31, 1998.
10.3.1.e Waiver Extension and Agreement,
dated as of February 12, 1999,
with respect to the Agreement
included as Exhibit 10.3.1 above,
incorporated herein by reference
to Exhibit 10.3.1.f to
Registrant's Form 10-Q for the
quarter ended December 31, 1998.
10.3.1.f Second Waiver Extension Agreement
and Amendment No. 4, dated as of
March 26, 1999, with respect to
the Agreement included as Exhibit
10.3.1 above , incorporated
herein by reference to Exhibit
10.3.1.a to Registrant's Form
8-K dated April 1, 1999.
10.3.1.g Amended and Restated Security
Agreement, dated as of March 26,
1999, by and among Registrant and
The Bank of New York, as Agent
for the Lenders from time to time
party to the Agreement included
as Exhibit 10.3.1 above
(terminated in connection with
the refinancing obtained pursuant
to the Loan and Security
Agreement included as Exhibit
10.3.3 below), incorporated
9
<PAGE> 10
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
herein by reference to Exhibit
10.3.1.b to Registrant's Form 8-K
dated April 1, 1999.
10.3.1.h Deed of Trust, Assignment of
Leases and Rents, Security
Agreement, Fixture Filing and
Financing Statement, dated as of
March 26, 1999, by Registrant to
First American Title Insurance
Company as Trustee for the
benefit of The Bank of New York,
as Agent for the Lenders from
time to time party to the
Agreement included as Exhibit
10.3.1 above (terminated in
connection with the refinancing
obtained pursuant to the Loan and
Security Agreement included as
Exhibit 10.3.3 below),
incorporated herein by reference
to Exhibit 10.3.1.h to
Registrant's Form 10-K for the
year ended March 31, 1999.
10.3.1.i Patent and Trademark Security
Agreement, dated as of March 26,
1999, by Registrant and certain
of its subsidiaries to The Bank
of New York, as Agent for the
benefit of the Lenders from time
to time party to the Agreement
included as Exhibit 10.3.1
above, (terminated in connection
with the refinancing obtained
pursuant to the Loan and
Security Agreement included as
Exhibit 10.3.3 below),
incorporated herein by reference
to Exhibit 10.3.1 to
Registrant's Form 10-K for the
year ended March 31, 1999.
10.3.1.j Pledge Agreement, dated as of
March 26, 1999, by Registrant to
The Bank of New York, as Agent
for the benefit of the Lenders
from time to time party to the
Agreement included as Exhibit
10.3.1 above (terminated in
connection with the refinancing
obtained pursuant to the Loan and
Security Agreement included as
Exhibit 10.3.3 below),
incorporated herein by reference
to Exhibit 10.3.1.j to
Registrant's Form 10-K for the
year ended March 31, 1999.
10.3.1.k Third Waiver Extension Agreement
and Amendment No. 5, dated as of
June 29, 1999, with respect to
the Agreement included as Exhibit
10.3.1 above, incorporated herein
by reference to Exhibit 10.3.1.a
to Registrant's Form 8-K dated
10
<PAGE> 11
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
July 1, 1999.
10.3.2 Business Purpose Revolving Promissory Note
(Swing Line) made by Registrant in favor of
Bank One, NA, dated August 4, 1998
(refinanced and replaced by the Loan and
Security Agreement included as Exhibit
10.3.3 below), incorporated herein by
reference to Exhibit 10.3.4 to Registrant's
Form 10-Q for the quarter ended June 30,
1998.
10.3.2.a Consent, dated as of December 29,
1998, with respect to the Note
included as Exhibit 10.3.2 above,
incorporated herein by reference
to Exhibit 10.3.4.a to
Registrant's Form 10-Q for the
quarter ended December 31, 1998.
10.3.2.b Further Consent, dated as of
February 12, 1999, with respect
to the Note included as Exhibit
10.3.2 above, incorporated herein
by reference to Exhibit 10.3.4.a
to Registrant's Form 10-Q for the
quarter ended December 31, 1998.
10.3.2.c Second Further Consent and
Agreement, dated as of March 26,
1999, with respect to the Note
included as Exhibit 10.3.2 above,
incorporated herein by reference
to Exhibit 10.3.4.c b to
Registrant's Form 8-K dated April
1, 1999.
10.3.2.d Amended and Restated Security
Agreement, dated as of March 26,
1999, by and among Registrant and
Bank One, NA with respect to the
Note included as Exhibit 10.3.2
above (terminated in connection
with the refinancing obtained
pursuant to the Loan and Security
Agreement included as Exhibit
10.3.3 below), incorporated
herein by reference to Exhibit
10.3.2.d to Registrant's Form
10-K for the year ended March 31,
1999.
10.3.2.e Deed of Trust, Assignment of
Leases and Rents, Security
Agreement, Fixture Filing
and Financing Statement,
dated as of March 26, 1999,
by Registrant to First
American Title Insurance
Company as Trustee for the
benefit of Bank One, NA with
respect to the Note included
as Exhibit 10.3.2 above
(terminated in connection
with the refinancing
obtained pursuant to the
11
<PAGE> 12
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
Loan and Security Agreement
included as Exhibit 10.3.3
below), incorporated herein
by reference to Exhibit
10.3.2.e to Registrant's
Form 10-K for the year ended
March 31, 1999.
10.3.2.f Patent and Trademark
Security Agreement, dated as
of March 26, 1999, by
Registrant and certain of
its subsidiaries to Bank
One, NA with respect to the
Note included as Exhibit
10.3.2 above (terminated in
connection with the
refinancing obtained
pursuant to the Loan and
Security Agreement included
as Exhibit 10.3.3 below),
incorporated herein by
reference to Exhibit
10.3.2.f to Registrant's
Form 10-K for the year ended
March 31, 1999.
10.3.2.g Third Further Consent and
Note Modification Agreement,
dated as of June 29, 1999,
with respect to the Note
included as Exhibit 10.3.2
above, incorporated herein
by reference to Exhibit
10.3.2.g b to Registrant's
Form 8-K dated July 1, 1999.
10.3.3 Loan and Security Agreement, dated as
of August 26, 1999, by and between the
Registrant, the Lenders party thereto,
and Foothill Capital Corporation, as
Agent (repaid and retired in full
during March 2000 as described in
Registrant's consolidated financial
statements including such month),
incorporated by reference to Exhibit
10.3.3 to Registrant's Form 8-K dated
August 30, 1999.
10.3.3.a Pledge Agreement, dated as
of August 26, 1999, between
Foothill Capital
Corporation, as Agent for
the Lenders from time to
time party to the Loan and
Security Agreement included
as Exhibit 10.3.3 above,
pledging, among other
assets, the stock owned by
Registrant in Aironet
Wireless Communications,
Inc. and Registrant
subsidiaries to Agent as
collateral to secure
Registrant's obligations
under the Loan and Security
12
<PAGE> 13
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
Agreement (terminated in
connection with the repayment
and retirement of Registrant's
indebtedness under the Loan and
Security Agreement during March
2000 as described in
Registrant's Consolidated
Financial Statements including
such month), incorporated
herein by reference to
Exhibit 10.3.3.a to
Registrant's Form 10-Q for
the quarter ended September
30, 1999.
10.3.3.b Real Property Deed of Trust
(Harris County, Texas), made
as of August 26, 1999 by
Registrant unto Joseph C.
Mathews as trustee for the
benefit of Foothill Capital
Corporation, as Agent for
the Lenders from time to
time party to the Loan and
Security Agreement included
as Exhibit 10.3.3 above
(terminated in connection with
the repayment and retirement of
Registrant's indebtedness under
the Loan and Security Agreement
during March 2000 as described
in Registrant's Consolidated
Financial Statements including
such month), incorporated herein
by reference to Exhibit
10.3.3.b to Registrant's
Form 10-Q for the quarter
ended September 30, 1999.
10.3.3.c Patent, Trademark, Copyright
and License Mortgage, made
as of August 26, 1999, by
Registrant in favor of
Foothill Capital
Corporation, as Agent for
the Lenders from time to
time party to the Loan and
Security Agreement included
as Exhibit 10.3.3 above
(terminated in connection with
the repayment and retirement of
Registrant's indebtedness under
the Loan and Security Agreement
during March 2000 as described
in Registrant's Consolidated
Financial Statements including
such month), incorporated herein
by reference to Exhibit
10.3.3.c to Registrant's
Form 10-Q for the quarter
ended September 30, 1999.
10.3.3.d First Amendment, dated as of
November 18, 1999, to the
Loan and Security Agreement
included as Exhibit 10.3.3
13
<PAGE> 14
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
above, incorporated herein by
reference to Exhibit 10.3.3.d to
Registrant's Form 10-Q for the
quarter ended December 31, 1999.
10.3.3.e Second Amendment, dated as
of February 11, 2000, to the
Loan and Security Agreement
included as Exhibit 10.3.3
above, incorporated herein by
reference to Exhibit 10.3.3.e to
Registrant's Form 10-Q for the
quarter ended December 31, 1999.
10.3.4 Loan and Pledge Agreement, dated as
of March 15, 2000, by and among Deutsche
Bank AG, London Branch, with Deutsche Bank
Securities, Inc., as agent, and Telxon
Systems Services Inc., a wholly owned
subsidiary of Registrant (secured by the
Cisco Systems, Inc. stock subject to the
options transactions effected pursuant to
the Confirmations included as Exhibit 10.4
below) and letter confirming determination
of interest applicable to borrowings
thereunder, filed with the Original Filing.
10.3.5 Promissory Note, dated June 16, 2000, by
Registrant with respect to uncommitted
swing line for working capital
financing available from Fifth Third
Bank, Northeastern Ohio, filed with the
Original Filing.
10.4 Confirmations of Share Option Transactions of Telxon
Systems Services, Inc., a wholly owned subsidiary of
Registrant, with Deutche Bank AG, London Branch with
respect to substantially all of the stock which
Telxon Systems Services continues to hold in Cisco
Systems, Inc., dated as of March 23, 2000, filed
with the Original Filing.
10.5 Amended and Restated Agreement between Registrant and
Symbol Technologies, Inc., dated as of September 30,
1992, incorporated herein by reference to Exhibit
10.4 to Registrant's Form 10-K for the year ended
March 31, 1998.
10.6 Agreement, dated as of November 8, 1999, by and
among Registrant, Cisco Systems, Inc. and Aironet
Wireless Communications, Inc. (the forms of the
Purchase Agreement and License Agreement included as
Exhibits A and B, respectively, thereto became
effective upon the March 15, 2000 consummation of the
acquisition through Merger of Aironet by Cisco),
incorporated herein by reference to Exhibit 10.5.2 to
Registrant's Form 10-Q for the quarter ended
September 30, 1999.
10.7 Asset Purchase Agreement by and among Dynatech
Corporation, IAQ Corporation, Registrant and Itronix
Corporation, then a subsidiary of Registrant, dated
as of December 28, 1996, incorporated herein by
reference to Exhibit 2 to Registrant's Form 8-K dated
December 31, 1996.
10.8 Agreement of Purchase and Sale of Assets by and among
Vision Newco, Inc., a subsidiary of Registrant,
Virtual Vision, Inc., as debtor and debtor in
possession, and the Official Unsecured Creditors'
Committee, on behalf of the bankruptcy estate of
Virtual Vision, dated as of July 13, 1995,
incorporated herein by reference to Exhibit 10.8 to
Registrant's Form 10-Q for the quarter ended June 30,
1995.
14
<PAGE> 15
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(CONTINUED)
-----------
10.9 Stock Purchase Agreement by and among Registrant and
FED Corporation, dated as of March 31, 1998, with
respect to FED Corporation's purchase of all of the
stock of Virtual Vision, Inc. (fka Vision Newco,
Inc.), incorporated herein by reference to Exhibit
10.7 to Registrant's Form 10-K for the year ended
March 31, 1998.
10.9.1 Escrow Agreement by and among FED
Corporation, Registrant and First Union
National Bank, with respect to the
transactions under the Stock Purchase
Agreement included as Exhibit 10.9
above, incorporated herein by reference
to Exhibit 10.7.1 to Registrant's Form
10-K for the year ended March 31, 1998.
10.10 Stock Purchase Agreement, dated as of January
19, 2000, between Registrant, Accipiter Corporation
and Accipiter II, Inc. (superseded by the Agreement
and Plan of Merger included as Exhibit 10.12 below),
incorporated herein by reference to Exhibit 10.13 to
Registrant's Form 10-Q for the quarter ended December
31, 1999.
10.11 Stock Purchase Agreement, dated as of February 17,
2000, by and between Registrant and named then
minority stockholders of Registrant's Metanetics
Corporation subsidiary, filed with the Original
Filing.
10.12 Plan and Agreement of Merger, dated as of
February 22, 2000, among Registrant, its wholly owned
Meta Technologies Corporation subsidiary and its
Metanetics Corporation subsidiary, filed with the
Original Filing.
10.12.1 Investment and Registration Rights
Agreement, dated as of February 22,
2000, by and among Accipiter
Corporation, Accipiter II, Inc.,
Registrant and Registrant's wholly
owned Meta Technologies Corporation
subsidiary made pursuant to the Plan
and Agreement of Merger included as
Exhibit 10.12 above, filed with the
Original Filing.
10.13 Stockholder Agreement, made as of November 8, 1999
between Cisco Systems, Inc., Osprey Acquisition
Corporation and Registrant, and related Irrevocable
Proxy, executed by Registrant as a stockholder of
Aironet Wireless Communications, Inc. as an
inducement toward the entry by Cisco Systems, Inc.
and Osprey Acquisition Corporation into an Agreement
and Plan of Merger and Reorganization dated of even
date providing for the acquisition of Aironet by
Cisco, and Joinders thereto by, and related
Irrevocable Proxy of, The Retail Technology Group,
Inc., a wholly owned subsidiary of Registrant, and,
in turn, by and of Telxon Systems Services, Inc., a
wholly owned subsidiary of The Retail Technology
Group, filed with the Original Filing.
10.14 DFS Vendor Agreement between Registrant and Deutsche
Financial Services Corporation, dated as of September
30, 1998, incorporated herein by reference to Exhibit
10.15 to Registrant's Form 10-Q for the quarter ended
December 31, 1998.
15
<PAGE> 16
21. Subsidiaries of Registrant, filed with the Original
Filing.
23.1 Consent of Arthur Andersen LLP, filed with the
Original Filing.
23.2 Consent of PricewaterhouseCoopers LLP, filed with the
Original Filing.
24. Power Attorney executed by the members of
Registrant's Board of Directors, filed with the
Original Filing.
27.1 Financial Data Schedule as of March 31, 2000,
filed with the Original Filing.
27.2 Restated Financial Data Schedule as of March 31,
1999, filed with the Original Filing (1).
27.3 Restated Financial Data Schedule as of March 31,
1998, filed with the Original Filing (1).
----------
(1) Included for convenience of reference with respect to the
identified prior period affected by the June 29, 2000 further
restatement of the Registrant's results of operations for
fiscal years 1999 and 1998 as discussed in Note 3 -
Restatement to the consolidated financial statements included
in Item 8 of this Annual Report on Form 10-K. The restated
financial results reflected in the consolidated financial
statements are included herein in lieu of Registrant
separately filing amendments to its Form 10-K and 10-Q filings
for the affected periods.
(b) Reports on Form 8-K
During the last quarter of the fiscal annual period covered by this Annual
Report on Form 10-K, Registrant filed a Current Report on Form 8-K, dated
March 15, 2000 and filed March 30, 2000, presenting the pro forma effects
on the Registrant of the consummation on March 15, 2000 of the acquisition
through merger by Cisco Systems, Inc. of the Registrant's former Aironet
Wireless Communications, Inc. subsidiary and the resulting conversion of
the Registrant's stockholdings in Aironet into Cisco common stock and the
Registrant's use of proceeds from its disposition of a portion of those
Cisco shares.
Subsequent to the end of the fiscal annual period covered by this Annual
Report on Form 10-K, Registrant filed a Current Report on Form 8-K, dated
June 29, 2000 and filed June 30, 2000, attaching Registrant's press release
of June 29, 2000, which announced a restatement of the Registrant's results
of operations for fiscal years 1999 and 1998 resulting from an agreement
made during the fourth quarter of fiscal 1998 with a value-added
distributor and a delay in the filing of this Annual Report on Form 10-K to
permit the incorporation into the financial statements included herein of
the restatement and of recent comments received from the Securities and
Exchange Commission's Division of Corporation Finance regarding the
Registrant's previous filings.
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on
its behalf by the undersigned, thereunto duly authorized.
TELXON CORPORATION
Date: July 14, 2000 By: /s/ Woody M. McGee
Woody M. McGee, Vice
President and Chief
Financial Officer
17
<PAGE> 18
INDEX TO EXHIBITS
WHERE
FILED
-----
* 3.1 Restated Certificate of Incorporation of Registrant,
incorporated herein by reference to Exhibit No. 2(b)
to Registrant's Registration Statement on Form 8-A
with respect to its Common Stock filed pursuant to
Section 12(g) of the Securities Exchange Act, as
amended by Amendment No. 1 thereto filed under cover
of a Form 8 and Amendment No. 2 thereto filed on Form
8-A/A.
* 3.2 Amended and Restated By-Laws of Registrant,
incorporated herein by reference to Exhibit 3.2 to
Registrant's Form 10-K for the year ended March 31,
1999.
* 4.1 Portions of the Restated Certificate of Incorporation
of Registrant pertaining to the rights of holders of
Registrant's Common Stock, par value $.01 per share,
incorporated herein by reference to Exhibit No. 2(b)
to Registrant's Registration Statement on Form 8-A
with respect to its Common Stock filed pursuant to
Section 12(g) of the Securities Exchange Act, as
amended by Amendment No. 1 thereto filed under cover
of a Form 8 and Amendment No. 2 thereto filed on Form
8-A/A.
* 4.2 Text of form of Certificate for Registrant's Common
Stock, par value $.01 per share, and description of
graphic and image material appearing thereon,
incorporated herein by reference to Exhibit 4.2 to
Registrant's Form 10-Q for the quarter ended June 30,
1995.
18
<PAGE> 19
INDEX TO EXHIBITS
WHERE
FILED
-----
* 4.3 Rights Agreement between Registrant and KeyBank
National Association, as Rights Agent, dated as of
August 25, 1987, as amended and restated as of July
31, 1996, incorporated herein by reference to Exhibit
4 to Registrant's Form 8-K dated August 5, 1996.
* 4.3.1 Form of Rights Certificate (included as
Exhibit A to the Rights Agreement included
as Exhibit 4.3 above). Until the
Distribution Date (as defined in the Rights
Agreement), the Rights Agreement provides
that the common stock purchase rights
created thereunder are evidenced by the
certificates for Registrant's Common Stock
(the text of which and description thereof
is included as Exhibit 4.2 above, which
stock certificates are deemed also to be
certificates for such common stock purchase
rights) and not by separate Rights
Certificates; as soon as practicable after
the Distribution Date, Rights Certificates
will be mailed to each holder of
Registrant's Common Stock as of the close of
business on the Distribution Date.
* 4.3.2 Letter agreement among Registrant, KeyBank
National Association and Harris Trust and
Savings Bank, dated June 11, 1997, with
respect to the appointment of Harris Trust
and Savings Bank as successor Rights Agent
under the Rights Agreement included as
Exhibit 4.3 above, incorporated herein by
reference to Exhibit 4.3.2 to Registrant's
Form 10-K for the year ended March 31, 1997.
* 4.4 Indenture by and between Registrant and AmeriTrust
Company National Association, as Trustee, dated as of
June 1, 1987, regarding Registrant's 7-1/2%
Convertible Subordinated Debentures Due 2012,
incorporated herein by reference to Exhibit 4.2 to
Registrant's Registration Statement on Form S-3,
Registration No. 33-14348, filed May 18, 1987.
* 4.4.1 Form of Registrant's 7-1/2% Convertible
Subordinated Debentures Due 2012 (set forth
in the Indenture included as Exhibit 4.4
above).
* 4.5 Indenture by and between Registrant and Bank One
Trust Company, N.A., as Trustee, dated as of December
1, 1995, regarding Registrant's 5-3/4% Convertible
Subordinated Notes due 2003, incorporated herein by
reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-3, Registration No. 333-1189,
filed February 23, 1996.
* 4.5.1 Form of Registrant's 5-3/4% Convertible
Subordinated Notes due 2003 issued under the
Indenture included as Exhibit 4.5 above,
incorporated herein by reference to Exhibit
4.2 to Registrant's Registration Statement
on Form S-3, Registration No. 333-1189,
filed February 23, 1996.
* 4.5.2 Registration Rights Agreement by and among
19
<PAGE> 20
INDEX TO EXHIBITS
WHERE
FILED
-----
Registrant and Hambrecht & Quist LLC and
Prudential Securities Incorporated, as the
Initial Purchasers of Registrant's 5-3/4%
Convertible Subordinated Notes due 2003,
with respect to the registration of said
Notes under applicable securities laws,
incorporated herein by reference to Exhibit
4.3 to Registrant's Registration Statement
on Form S-3, Registration No. 333-1189,
filed February 23, 1996.
10.1 Compensation and Benefits Plans of Registrant.
* 10.1.1 Amended and Restated Retirement and Uniform
Matching Profit-Sharing Plan of Registrant,
as amended, incorporated herein by reference
to Exhibit 10.1.1 to Registrant's Form 10-K
for the year ended March 31, 1999.
* 10.1.2 1990 Stock Option Plan for employees of
Registrant, as amended, incorporated herein
by reference to Exhibit 10.1.2 to
Registrant's Form 10-Q for the quarter ended
December 31, 1999.
* 10.1.3 1990 Stock Option Plan for Non-Employee
Directors of Registrant, as amended,
incorporated herein by reference to Exhibit
10.1.3 to Registrant's Form 10-Q for the
quarter ended December 31, 1999.
* 10.1.4 Non-Qualified Stock Option Agreement between
Registrant and Raj Reddy, dated as of
October 17, 1988, incorporated herein by
reference to Exhibit 10.1.4 to Registrant's
Form 10-Q for the year ended March 31, 1999.
* 10.1.4.a Description of amendments
extending the term of the
Agreement included as
Exhibit 10.1.4 above,
incorporated herein by
reference to Exhibit 10.1.4.a to
Registrant's Form 10-Q for the
quarter ended December 31, 1999.
* 10.1.5 1992 Restricted Stock Plan of Registrant, as
amended, incorporated herein by reference to
Exhibit 10.1.5 to Registrant's Form 10-Q for
the quarter ended December 31, 1998.
* 10.1.6 1995 Employee Stock Purchase Plan of
Registrant, as amended, incorporated herein
by reference to Exhibit 10.1.7 to
Registrant's Form 10-Q for the quarter ended
September 30, 1995.
* 10.1.7 1996 Stock Option Plan for employees,
directors and advisors of Aironet Wireless
Communications, Inc., a subsidiary of
Registrant, incorporated herein by reference
to Exhibit 10.1.7 to Registrant's Form 10-K
for the year ended March 31, 1997.
* 10.1.7.a Amended and Restated 1996
Stock Option Plan for employees,
20
<PAGE> 21
INDEX TO EXHIBITS
WHERE
FILED
-----
directors and advisors of Aironet
Wireless Communications, Inc.,
incorporated herein by reference
to Exhibit 10.1.7.a to
Registrant's Form 10-K for the
year ended March 31, 1998.
* 10.1.7.b First Amendment to Amended and
Restated 1996 Stock Option Plan
for employees, directors and
advisors of Aironet Wireless
Communications, Inc. herein by
reference to Exhibit 10.1.7.b to
Registrant's Form 10-K for the
year ended March 31, 1999.
* 10.1.8 1999 Stock Option Plan for Non-Employee
Directors of Aironet Wireless
Communications, Inc., incorporated herein by
reference to Exhibit 10.1.8 to Registrant's
Form 10-Q for the quarter ended
September 30, 1999.
* 10.1.9 Non-Competition Agreement by and between
Registrant and Robert F. Meyerson, effective
February 27, 1997, incorporated herein by
reference to Exhibit 10.1.8 to Registrant's
Form 10-K for the year ended March 31, 1997.
* 10.1.10 Employment Agreement between Registrant and
John W. Paxton, Sr., effective as of March
22, 1999, incorporated herein by reference
to Exhibit 10.1.10 to Registrant's Form 10-K
for the year ended March 31, 1999.
* 10.1.11 Employment Agreement between Registrant and
Kenneth A. Cassady, effective as of June 7,
1999, incorporated herein by reference to
Exhibit 10.1.11 to Registrant's Form 10-K
for the year ended March 31, 1999.
* 10.1.12 Employment Agreement between Registrant and
Woody M. McGee, effective as of June 1,
1999, incorporated herein by reference to
Exhibit 10.1.12 to Registrant's Form 10-K
for the year ended March 31, 1999.
* 10.1.13 Employment Agreement between Registrant and
David M. Biggs, effective as of June 7,
1999, incorporated herein by reference to
Exhibit 10.1.13 to Registrant's Form 10-Q
for the quarter ended December 31, 1999.
** 10.1.13.a Letter agreement continuing
Mr. Biggs' employment with
Registrant, dated June 15,
2000, filed herewith.
* 10.1.14 Offer and acceptance of employment between
Registrant and Gene Harmegnies, effective as
of January 31, 2000, incorporated herein by
reference to Exhibit 10.1.14 to Registrant's
Form 10-Q for the quarter ended December 31,
1999.
* 10.1.15 Description of Key Employee Retention
Program, incorporated herein by reference to
Exhibit 10.1.15 to Registrant's Form 10-K
for the year ended March 31, 1998.
* 10.1.15.a Form of letter agreement made
21
<PAGE> 22
INDEX TO EXHIBITS
WHERE
FILED
-----
with key employees selected under
the retention program described
in Exhibit 10.1.15 above,
incorporated herein by reference
to Exhibit 10.1.15.a to
Registrant's Form 10-K for the
year ended March 31, 1998.
* 10.1.16 Employment Agreement, effective as of April
1, 1997, between Registrant and Frank E.
Brick, a former executive officer,
incorporated herein by reference to Exhibit
10.1.9 to Registrant's Form 10-K for the
year ended March 31, 1998.
* 10.1.17 Amended and Restated Employment Agreement,
effective as of April 1, 1997, between
Registrant and James G. Cleveland, a former
executive officer, incorporated herein by
reference to Exhibit 10.1.10 to Registrant's
Form 10-K for the year ended March 31, 1998.
* 10.1.18 Amended and Restated Employment Agreement,
effective as of April 1, 1997, between
Registrant and Kenneth W. Haver, a former
executive officer, incorporated herein by
reference to Exhibit 10.1.11 to Registrant's
Form 10-K for the year ended March 31, 1998.
* 10.1.19 Amended and Restated Employment Agreement,
effective as of April 1, 1997, between
Registrant and David W. Porter, a former
executive officer, incorporated herein by
reference to Exhibit 10.1.13 to Registrant's
Form 10-K for the year ended March 31, 1998.
* 10.1.20 Amended and Restated Employment Agreement,
effective as of April 1, 1997, between
Registrant and Danny R. Wipff, a former
executive officer, incorporated herein by
reference to Exhibit 10.1.14 to Registrant's
Form 10-K for the year ended March 31, 1998.
* 10.1.21 Letter agreement of Registrant with Robert
A. Goodman, dated as of December 29, 1997
and executed and delivered January 20, 1998,
for continued consulting services following
certain changes in his law practice,
incorporated herein by reference to Exhibit
10.1.17 to Registrant's Form 10-K for the
year ended March 31, 1998.
* 10.1.22 Letter agreement of Registrant with R. Dave
Garwood, dated August 30, 1999, for MRP-II
consulting services, incorporated herein by
reference to Exhibit 1.1.20 to Registrant's
Form 10-Q for the quarter ended September
30, 1999.
** 10.1.23 Employment Agreement between Registrant and
William J. Murphy, effective as of February
1, 2000, filed herewith.
10.2 Material Leases of Registrant.
* 10.2.1 Lease between Registrant and 3330 W. Market
Properties, dated as of December 30, 1986,
for premises at 3330 West Market Street,
Akron, Ohio, incorporated herein by
reference to Exhibit 10.2.1 to Registrant's
22
<PAGE> 23
INDEX TO EXHIBITS
WHERE
FILED
-----
Form 10-K for the year ended March 31, 1999.
* 10.2.2 Lease Agreement between The Woodlands
Commercial Properties Company, L.P. and
Registrant, made and entered into as of
January 16, 1998, including Rider No. 1
thereto, for premises at 8302 New Trails
Drive, The Woodlands, Texas, incorporated
herein by reference to Exhibit 10.2.2 to
Registrant's Form 10-K for the year ended
March 31, 1998.
* 10.2.3 Standard Office Lease (Modified Net Lease)
between Registrant and John D. Dellagnese
III, dated as of July 19, 1995, for premises
at 3875 Embassy Parkway, Bath, Ohio,
including an Addendum thereto, incorporated
herein by reference to Exhibit 10.2.4 to
Registrant's Form 10-K for the year ended
March 31, 1996.
* 10.2.3.a Second Addendum, dated as of
October 5, 1995, to the Lease
included as Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.4.a to
Registrant's Form 10-K for the
year ended March 31, 1996.
* 10.2.3.b Third Addendum, dated as of March
1, 1996, to the Lease included as
Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.4.b to
Registrant's Form 10-K for the
year ended March 31, 1996.
* 10.2.3.c Fourth Addendum, dated as of
April 16, 1996, to the Lease
included as Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.2.c to
Registrant's Form 10-Q for the
quarter ended June 30, 1997.
* 10.2.3.d Fifth Addendum, dated as of June
24, 1997, to the Lease included
as Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.2.d to
Registrant's Form 10-Q for the
quarter ended June 30, 1997.
* 10.2.3.e Sixth Addendum, dated as of
March, 1998, to the Lease
included as Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.3.e to
Registrant's Form 10-Q for the
quarter ended September 30, 1998.
* 10.2.3.f Seventh Addendum, dated as of
July 20, 1998, to the Lease
included as Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.3.f to
23
<PAGE> 24
INDEX TO EXHIBITS
WHERE
FILED
-----
Registrant's Form 10-Q for the
quarter ended September 30, 1998.
* 10.2.3.g Eighth Addendum, dated as of
September 8, 1998, to the Lease
included as Exhibit 10.2.3 above,
incorporated herein by reference
to Exhibit 10.2.3.g to
Registrant's Form 10-Q for the
quarter ended September 30, 1998.
* 10.2.3.h Sublease Agreement, dated as of
September 1, 1998, between
Registrant and Aironet Wireless
Communications, Inc. for the
premises subject to the Lease
included as Exhibit 10.2.3 above,
as amended through the Eighth
Addendum thereto included as
Exhibit 10.2.3.g above,
incorporated herein by reference
to Exhibit 10.2.3.h to
Registrant's Form 10-K for the
year ended March 31, 1999.
* 10.2.3.i Renewal, dated June 16, 1999,
with respect to the Sublease
Agreement included as Exhibit
10.2.3.h above, incorporated
herein by reference to Exhibit
10.2.3.i to Registrant's Form
10-K for the year ended March 31,
1999.
* 10.2.4 Lease Contract between Desarrollos \
Inmobiliarios Paso del Norte, S.A. de C.V.
and Productos y Servicios de Telxon, S.A. de
C.V., a subsidiary of Registrant, made and
entered into as of April 10, 1997, for
premises in Ciudad Juarez, Chihuahua,
Mexico, incorporated herein by reference
to Exhibit 10.2.4 to Registrant's Form 10-K
for the year ended March 31, 1998.
* 10.2.5 Lease between Milford Partners, LLC and
Registrant, made as of March 17, 2000 for
premises in Ridgewood Corporate Center, 1000
Summit Drive, Milford, Ohio, filed with the
Original Filing.
* 10.2.6 Lease Agreement between Woodlands Office
Equities-'95 Limited and Registrant,
effective January 20, 2000, for premises at
8701 New Trails Drive, The Woodlands, Texas,
including an Expansion, Modification and
Ratification thereof dated May 1, 2000,
filed with the Original Filing.
10.3 Credit Agreements of Registrant.
* 10.3.1 Credit Agreement by and among Registrant,
the lenders party thereto from time to time
and The Bank of New York, as letter of
credit issuer, swing line lender and agent
for the lenders, dated as of March 8, 1996
(refinanced and replaced by the Loan and
Security Agreement included as Exhibit
10.3.3 below), incorporated herein by
24
<PAGE> 25
INDEX TO EXHIBITS
WHERE
FILED
-----
reference to Exhibit 10.3.2 to Registrant's
Form 10-K for the year ended March 31, 1996.
* 10.3.1.a Amendment No. 1, dated as of
August 6, 1996, to the Agreement
included as Exhibit 10.3.1 above,
incorporated herein by reference
to Exhibit 10.3.2.a to
Registrant's Form 8-K dated
August 16, 1996.
* 10.3.1.b Amendment No. 2, dated as of
December 16, 1996, to the
Agreement included as Exhibit
10.3.1 above, incorporated herein
by reference to Exhibit 10.3.2.c
to Registrant's Form 8-K dated
December 16, 1996.
* 10.3.1.c Amendment No. 3, dated as of
December 12, 1997, to the
Agreement included as Exhibit
10.3.1 above, included herein by
reference to Exhibit 10.3.1.d to
Registrant's Form 10-K for the
year ended March 31, 1998.
* 10.3.1.d Waiver and Agreement, dated as of
December 29, 1998, with respect
to the Agreement included as
Exhibit 10.3.1 above,
incorporated herein by reference
to Exhibit 10.3.1.e to
Registrant's Form 10-Q for the
quarter ended December 31, 1998.
* 10.3.1.e Waiver Extension and Agreement,
dated as of February 12, 1999,
with respect to the Agreement
included as Exhibit 10.3.1 above,
incorporated herein by reference
to Exhibit 10.3.1.f to
Registrant's Form 10-Q for the
quarter ended December 31, 1998.
* 10.3.1.f Second Waiver Extension Agreement
and Amendment No. 4, dated as of
March 26, 1999, with respect to
the Agreement included as Exhibit
10.3.1 above , incorporated
herein by reference to Exhibit
10.3.1.a to Registrant's Form
8-K dated April 1, 1999.
* 10.3.1.g Amended and Restated Security
Agreement, dated as of March 26,
1999, by and among Registrant and
The Bank of New York, as Agent
for the Lenders from time to time
party to the Agreement included
as Exhibit 10.3.1 above
(terminated in connection with
the refinancing obtained pursuant
to the Loan and Security
Agreement included as Exhibit
10.3.3 below), incorporated
25
<PAGE> 26
INDEX TO EXHIBITS
WHERE
FILED
-----
herein by reference to Exhibit
10.3.1.b to Registrant's Form 8-K
dated April 1, 1999.
* 10.3.1.h Deed of Trust, Assignment of
Leases and Rents, Security
Agreement, Fixture Filing and
Financing Statement, dated as of
March 26, 1999, by Registrant to
First American Title Insurance
Company as Trustee for the
benefit of The Bank of New York,
as Agent for the Lenders from
time to time party to the
Agreement included as Exhibit
10.3.1 above (terminated in
connection with the refinancing
obtained pursuant to the Loan and
Security Agreement included as
Exhibit 10.3.3 below),
incorporated herein by reference
to Exhibit 10.3.1.h to
Registrant's Form 10-K for the
year ended March 31, 1999.
* 10.3.1.i Patent and Trademark Security
Agreement, dated as of March 26,
1999, by Registrant and certain
of its subsidiaries to The Bank
of New York, as Agent for the
benefit of the Lenders from time
to time party to the Agreement
included as Exhibit 10.3.1
above, (terminated in connection
with the refinancing obtained
pursuant to the Loan and
Security Agreement included as
Exhibit 10.3.3 below),
incorporated herein by reference
to Exhibit 10.3.1 to
Registrant's Form 10-K for the
year ended March 31, 1999.
* 10.3.1.j Pledge Agreement, dated as of
March 26, 1999, by Registrant to
The Bank of New York, as Agent
for the benefit of the Lenders
from time to time party to the
Agreement included as Exhibit
10.3.1 above (terminated in
connection with the refinancing
obtained pursuant to the Loan and
Security Agreement included as
Exhibit 10.3.3 below),
incorporated herein by reference
to Exhibit 10.3.1.j to
Registrant's Form 10-K for the
year ended March 31, 1999.
* 10.3.1.k Third Waiver Extension Agreement
and Amendment No. 5, dated as of
June 29, 1999, with respect to
the Agreement included as Exhibit
10.3.1 above, incorporated herein
by reference to Exhibit 10.3.1.a
to Registrant's Form 8-K dated
26
<PAGE> 27
INDEX TO EXHIBITS
WHERE
FILED
-----
July 1, 1999.
* 10.3.2 Business Purpose Revolving Promissory Note
(Swing Line) made by Registrant in favor of
Bank One, NA, dated August 4, 1998
(refinanced and replaced by the Loan and
Security Agreement included as Exhibit
10.3.3 below), incorporated herein by
reference to Exhibit 10.3.4 to Registrant's
Form 10-Q for the quarter ended June 30,
1998.
* 10.3.2.a Consent, dated as of December 29,
1998, with respect to the Note
included as Exhibit 10.3.2 above,
incorporated herein by reference
to Exhibit 10.3.4.a to
Registrant's Form 10-Q for the
quarter ended December 31, 1998.
* 10.3.2.b Further Consent, dated as of
February 12, 1999, with respect
to the Note included as Exhibit
10.3.2 above, incorporated herein
by reference to Exhibit 10.3.4.a
to Registrant's Form 10-Q for the
quarter ended December 31, 1998.
* 10.3.2.c Second Further Consent and
Agreement, dated as of March 26,
1999, with respect to the Note
included as Exhibit 10.3.2 above,
incorporated herein by reference
to Exhibit 10.3.4.c b to
Registrant's Form 8-K dated April
1, 1999.
* 10.3.2.d Amended and Restated Security
Agreement, dated as of March 26,
1999, by and among Registrant and
Bank One, NA with respect to the
Note included as Exhibit 10.3.2
above (terminated in connection
with the refinancing obtained
pursuant to the Loan and Security
Agreement included as Exhibit
10.3.3 below), incorporated
herein by reference to Exhibit
10.3.2.d to Registrant's Form
10-K for the year ended March 31,
1999.
* 10.3.2.e Deed of Trust, Assignment of
Leases and Rents, Security
Agreement, Fixture Filing
and Financing Statement,
dated as of March 26, 1999,
by Registrant to First
American Title Insurance
Company as Trustee for the
benefit of Bank One, NA with
respect to the Note included
as Exhibit 10.3.2 above
(terminated in connection
with the refinancing
obtained pursuant to the
27
<PAGE> 28
INDEX TO EXHIBITS
WHERE
FILED
-----
Loan and Security Agreement
included as Exhibit 10.3.3
below), incorporated herein
by reference to Exhibit
10.3.2.e to Registrant's
Form 10-K for the year ended
March 31, 1999.
* 10.3.2.f Patent and Trademark
Security Agreement, dated as
of March 26, 1999, by
Registrant and certain of
its subsidiaries to Bank
One, NA with respect to the
Note included as Exhibit
10.3.2 above (terminated in
connection with the
refinancing obtained
pursuant to the Loan and
Security Agreement included
as Exhibit 10.3.3 below),
incorporated herein by
reference to Exhibit
10.3.2.f to Registrant's
Form 10-K for the year ended
March 31, 1999.
* 10.3.2.g Third Further Consent and
Note Modification Agreement,
dated as of June 29, 1999,
with respect to the Note
included as Exhibit 10.3.2
above, incorporated herein
by reference to Exhibit
10.3.2.g b to Registrant's
Form 8-K dated July 1, 1999.
* 10.3.3 Loan and Security Agreement, dated as
of August 26, 1999, by and between the
Registrant, the Lenders party thereto,
and Foothill Capital Corporation, as
Agent (repaid and retired in full
during March 2000 as described in
Registrant's consolidated financial
statements including such month),
incorporated by reference to Exhibit
10.3.3 to Registrant's Form 8-K dated
August 30, 1999.
* 10.3.3.a Pledge Agreement, dated as
of August 26, 1999, between
Foothill Capital
Corporation, as Agent for
the Lenders from time to
time party to the Loan and
Security Agreement included
as Exhibit 10.3.3 above,
pledging, among other
assets, the stock owned by
Registrant in Aironet
Wireless Communications,
Inc. and Registrant
subsidiaries to Agent as
collateral to secure
Registrant's obligations
under the Loan and Security
28
<PAGE> 29
INDEX TO EXHIBITS
WHERE
FILED
-----
Agreement (terminated in
connection with the repayment
and retirement of Registrant's
indebtedness under the Loan and
Security Agreement during March
2000 as described in
Registrant's Consolidated
Financial Statements including
such month), incorporated
herein by reference to
Exhibit 10.3.3.a to
Registrant's Form 10-Q for
the quarter ended September
30, 1999.
* 10.3.3.b Real Property Deed of Trust
(Harris County, Texas), made
as of August 26, 1999 by
Registrant unto Joseph C.
Mathews as trustee for the
benefit of Foothill Capital
Corporation, as Agent for
the Lenders from time to
time party to the Loan and
Security Agreement included
as Exhibit 10.3.3 above
(terminated in connection with
the repayment and retirement of
Registrant's indebtedness under
the Loan and Security Agreement
during March 2000 as described
in Registrant's Consolidated
Financial Statements including
such month), incorporated herein
by reference to Exhibit
10.3.3.b to Registrant's
Form 10-Q for the quarter
ended September 30, 1999.
* 10.3.3.c Patent, Trademark, Copyright
and License Mortgage, made
as of August 26, 1999, by
Registrant in favor of
Foothill Capital
Corporation, as Agent for
the Lenders from time to
time party to the Loan and
Security Agreement included
as Exhibit 10.3.3 above
(terminated in connection with
the repayment and retirement of
Registrant's indebtedness under
the Loan and Security Agreement
during March 2000 as described
in Registrant's Consolidated
Financial Statements including
such month), incorporated herein
by reference to Exhibit
10.3.3.c to Registrant's
Form 10-Q for the quarter
ended September 30, 1999.
* 10.3.3.d First Amendment, dated as of
November 18, 1999, to the
Loan and Security Agreement
included as Exhibit 10.3.3
29
<PAGE> 30
INDEX TO EXHIBITS
WHERE
FILED
-----
above, incorporated herein by
reference to Exhibit 10.3.3.d to
Registrant's Form 10-Q for the
quarter ended December 31, 1999.
* 10.3.3.e Second Amendment, dated as
of February 11, 2000, to the
Loan and Security Agreement
included as Exhibit 10.3.3
above, incorporated herein by
reference to Exhibit 10.3.3.e to
Registrant's Form 10-Q for the
quarter ended December 31, 1999.
* 10.3.4 Loan and Pledge Agreement, dated as
of March 15, 2000, by and among Deutsche
Bank AG, London Branch, with Deutsche Bank
Securities, Inc., as agent, and Telxon
Systems Services Inc., a wholly owned
subsidiary of Registrant (secured by the
Cisco Systems, Inc. stock subject to the
options transactions effected pursuant to
the Confirmations included as Exhibit 10.4
below) and letter confirming determination
of interest applicable to borrowings
thereunder, filed with the Original Filing.
* 10.3.5 Promissory Note, dated June 16, 2000, by
Registrant with respect to uncommitted
swing line for working capital
financing available from Fifth Third
Bank, Northeastern Ohio, filed with the
Original Filing.
* 10.4 Confirmations of Share Option Transactions of Telxon
Systems Services, Inc., a wholly owned subsidiary of
Registrant, with Deutche Bank AG, London Branch with
respect to substantially all of the stock which
Telxon Systems Services continues to hold in Cisco
Systems, Inc., dated as of March 23, 2000, filed with
the Original Filing.
* 10.5 Amended and Restated Agreement between Registrant and
Symbol Technologies, Inc., dated as of September 30,
1992, incorporated herein by reference to Exhibit
10.4 to Registrant's Form 10-K for the year ended
March 31, 1998.
* 10.6 Agreement, dated as of November 8, 1999, by and
among Registrant, Cisco Systems, Inc. and Aironet
Wireless Communications, Inc. (the forms of the
Purchase Agreement and License Agreement included as
Exhibits A and B, respectively, thereto became
effective upon the March 15, 2000 consummation of the
acquisition through Merger of Aironet by Cisco),
incorporated herein by reference to Exhibit 10.5.2 to
Registrant's Form 10-Q for the quarter ended
September 30, 1999.
* 10.7 Asset Purchase Agreement by and among Dynatech
Corporation, IAQ Corporation, Registrant and Itronix
Corporation, then a subsidiary of Registrant, dated
as of December 28, 1996, incorporated herein by
reference to Exhibit 2 to Registrant's Form 8-K dated
December 31, 1996.
* 10.8 Agreement of Purchase and Sale of Assets by and among
Vision Newco, Inc., a subsidiary of Registrant,
Virtual Vision, Inc., as debtor and debtor in
possession, and the Official Unsecured Creditors'
Committee, on behalf of the bankruptcy estate of
Virtual Vision, dated as of July 13, 1995,
incorporated herein by reference to Exhibit 10.8 to
Registrant's Form 10-Q for the quarter ended June 30,
1995.
30
<PAGE> 31
INDEX TO EXHIBITS
WHERE
FILED
-----
* 10.9 Stock Purchase Agreement by and among Registrant and
FED Corporation, dated as of March 31, 1998, with
respect to FED Corporation's purchase of all of the
stock of Virtual Vision, Inc. (fka Vision Newco,
Inc.), incorporated herein by reference to Exhibit
10.7 to Registrant's Form 10-K for the year ended
March 31, 1998.
* 10.9.1 Escrow Agreement by and among FED
Corporation, Registrant and First Union
National Bank, with respect to the
transactions under the Stock Purchase
Agreement included as Exhibit 10.9
above, incorporated herein by reference
to Exhibit 10.7.1 to Registrant's Form
10-K for the year ended March 31, 1998.
* 10.10 Stock Purchase Agreement, dated as of January
19, 2000, between Registrant, Accipiter Corporation
and Accipiter II, Inc. (superseded by the Agreement
and Plan of Merger included as Exhibit 10.12 below),
incorporated herein by reference to Exhibit 10.13 to
Registrant's Form 10-Q for the quarter ended December
31, 1999.
* 10.11 Stock Purchase Agreement, dated as of February 17,
2000, by and between Registrant and named then
minority stockholders of Registrant's Metanetics
Corporation subsidiary, filed with the Original
Filing.
* 10.12 Plan and Agreement of Merger, dated as of
February 22, 2000, among Registrant, its wholly owned
Meta Technologies Corporation subsidiary and its
Metanetics Corporation subsidiary, filed with the
Original Filing.
* 10.12.1 Investment and Registration Rights
Agreement, dated as of February 22,
2000, by and among Accipiter
Corporation, Accipiter II, Inc.,
Registrant and Registrant's wholly
owned Meta Technologies Corporation
subsidiary made pursuant to the Plan
and Agreement of Merger included as
Exhibit 10.12 above, filed with the
Original Filing.
* 10.13 Stockholder Agreement, made as of November 8, 1999
between Cisco Systems, Inc., Osprey Acquisition
Corporation and Registrant, and related Irrevocable
Proxy, executed by Registrant as a stockholder of
Aironet Wireless Communications, Inc. as an
inducement toward the entry by Cisco Systems, Inc.
and Osprey Acquisition Corporation into an Agreement
and Plan of Merger and Reorganization dated of even
date providing for the acquisition of Aironet by
Cisco, and Joinders thereto by, and related
Irrevocable Proxy of, The Retail Technology Group,
Inc., a wholly owned subsidiary of Registrant, and,
in turn, by and of Telxon Systems Services, Inc., a
wholly owned subsidiary of The Retail Technology
Group, filed with the Original Filing.
* 10.14 DFS Vendor Agreement between Registrant and Deutsche
Financial Services Corporation, dated as of September
30, 1998, incorporated herein by reference to Exhibit
10.15 to Registrant's Form 10-Q for the quarter ended
December 31, 1998.
* 21. Subsidiaries of Registrant, filed with the Original
Filing.
* 23.1 Consent of Arthur Andersen LLP, filed with the
Original Filing.
* 23.2 Consent of PricewaterhouseCoopers LLP, filed with the
Original Filing.
* 24. Power Attorney executed by the members of
Registrant's Board of Directors, filed with the
Original Filing.
* 27.1 Financial Data Schedule as of March 31, 2000,
filed with the Original Filing.
* 27.2 Restated Financial Data Schedule as of March 31,
1999, filed with the Original Filing.
* 27.3 Restated Financial Data Schedule as of March 31,
1998, filed with the Original Filing.
-----------
* Previously filed
** Filed herewith
31
