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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-11402
NOTIFICATION OF LATE FILING
[X] FORM 10-K [ ] FORM 20-F [ ] FORM-11K [ ] FORM 10-Q [ ] FORM N-SAR
For period Ended: March 31, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: Not applicable
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not applicable
Part I
REGISTRANT INFORMATION
Full name of registrant: Telxon Corporation
Former name, if applicable: Not applicable
Address of principal executive office: 1000 Summit Drive
City, state and zip code: Cincinnati, Ohio 45150
PART II
RULE 12B-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the Registrant seeks relief pursuant to Rule 12b-25 (b), the
following should be completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
As reported in the Registrant's press release of June 29, 2000 (the "June
Release") filed under cover of a Form 8-K of even date, the filing of the
Registrant's Form 10-K for the fiscal year ended March 31, 2000 has been
delayed to permit the Registrant and its current and former independent
accountants to examine and incorporate the effects of a pending 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 on terms making recognition of the
associated revenue more appropriate on a sell-through basis. The Registrant
and its independent accountants are also assessing the effects of recent
comments issued to the Company by the Securities and Exchange Commission's
Division of Corporation Finance regarding the Registrant's previous
filings. As a result, the preparation and audit of Registrant's fiscal 2000
financial statements and Form 10-K cannot be completed for filing within
the period prescribed by Form 10-K. Registrant's management presently
expects to be able to file the Form 10-K as contemplated by Rule
12b-25(b)(2).
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Woody M. McGee (330) 664-1000
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ ] Yes [X] No
The Registrant was unable timely to file the Form 10-K for its fiscal year ended
March 31, 1999 but has timely made all subsequent required filings.
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Based on the information presently available, the Registrant anticipates
that its earnings for the fourth fiscal quarter ended March 31, 2000, as well as
its results for the full fiscal year then ended, as will be reflected in the
annual financial statements to be included in the subject Form 10-K, will show
higher fourth quarter revenues than in the corresponding fiscal 1999 period and
significant net income for fiscal 2000 as compared to the net loss for the prior
year. The Company's fiscal 2000 net income was primarily the result of
non-operating gains related to the Cisco Systems, Inc. stock which the Company
received in exchange for its remaining stockholdings in its former Aironet
Wireless Communications, Inc. subsidiary as the result of Cisco's March 15, 2000
acquisition through merger of Aironet, as reported in the Registrant's Current
Report on Form 8-K dated March 15, 2000 and filed March 30, 2000. The
Registrant's operating losses for the quarter and year ended March 31, 2000 were
less than those incurred for the same periods of the prior fiscal year. At this
time, the Registrant believes that the consolidated product revenues previously
reported for the quarter and year ended March 31, 1998 were overstated by $8.1
million and that the aggregate consolidated product revenues for the year ended
March 31, 1999 were understated by that same amount. The foregoing adjustments
will not result in any change in the Registrant's consolidated balance sheet as
at March 31, 1999.
Registrant's management is continuing to review the recent SEC comments
with its independent accountants, including, but not limited to, the recognition
of revenues from the Registrant's indirect sales channel generally and the
timing of charges for inventory obsolescence, severance and asset impairment as
recorded by the Registrant for fiscal 1998 and 1999 which could result in
further adjustments to the Registrant's previously reported financial position
and/or results of operations. Accordingly, the final restated results for the
fiscal 1998 and 1999 periods cannot reasonably be estimated, and the differences
between the fiscal 2000 results and those for the fiscal 1999 period cannot be
quantified at this time. Registrant's management, however, does not expect that
any resulting adjustments will have a material impact on its financial position
or results of operations for the year ended March 31, 2000 as reported in its
press release of May 23, 2000 and to be reflected in the audited consolidated
financial statements as will be included in the subject Form 10-K.
TELXON CORPORATION
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 29, 2000 By: /s/ Woody M. McGee
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Woody M. McGee
Vice President, Chief Financial Officer
