-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SJqm8DEb2GAD6kuU1E5aXqU3DVcSfDXRfqmNzOKoJGOkOWbiFKyVSg8z6y4RP69g FL7x20cMLVFVU/Q+JjZnEg== 0000950136-00-001717.txt : 20001205 0000950136-00-001717.hdr.sgml : 20001205 ACCESSION NUMBER: 0000950136-00-001717 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001130 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMBOL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000278352 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 112308681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09802 FILM NUMBER: 782817 BUSINESS ADDRESS: STREET 1: ONE SYMBOL PLAZA CITY: HOLTSVILLE STATE: NY ZIP: 11742-1300 BUSINESS PHONE: 5165632400 MAIL ADDRESS: STREET 1: ONE SYMBOL PLAZA CITY: HOLTSVILLE STATE: NY ZIP: 11742-1300 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2000 SYMBOL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-9802 11-2308681 (Commission File No.) (IRS Employer Identification No.) One Symbol Place, Holtsville, NY 11742 (Address of principal executive offices) 631-738-2400 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OF ASSETS On November 30, 2000, Symbol Technologies, Inc. ("Symbol") completed the acquisition of Telxon Corporation ("Telxon") through a merger of Telxon with a wholly owned subsidiary of Symbol. In the merger, each outstanding share of Telxon common stock was converted into the right to receive 0.5 of a share of Symbol common stock. Reference is made to Symbol's Registration Statement on Form S-4 (File No. 333-44202) for further information regarding the merger. A copy of the press release announcing the consummation of the merger is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. It is impracticable for Symbol to file the financial statements and information required by Items 7(a) and (b) of the General Instructions to Form 8-K at this time. Symbol will file such financial statements and information as soon as practicable and in any event no later than the date on which Symbol is required to file such statements and information pursuant to Items 7(a)(4) and 7(b)(2) of the General Instructions to Form 8-K. (c) Exhibits 99.1 Press Release of Symbol dated November 30, 2000 announcing completion of the acquisition. 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 thereunto duly authorized. Dated: December 1, 2000 SYMBOL, INC. By: /s/ Kenneth V. Jaeggi ------------------------------- Kenneth V. Jaeggi Senior Vice President-Finance and Chief Financial Officer EX-99.1 2 0002.txt PRESS RELEASE EXHIBIT 99.1 For immediate release SYMBOL TECHNOLOGIES COMPLETES ACQUISITION OF TELXON HOLTSVILLE, N.Y., Dec. 1, 2000 -- Symbol Technologies (NYSE: SBL) announced that its acquisition of Telxon (NSDQ:TLXN) in a stock-for-stock merger was completed after the close of business last night. The acquisition creates a global leader in wireless handheld computing systems across many industries and vertical applications. Under the terms of the agreement, Telxon shareholders will receive 0.50 of a share of Symbol common stock for each share of Telxon common stock. As a result, Symbol will issue approximately 8.8 million new common shares to existing Telxon shareholders and reserve up to an approximate 1.7 million shares to cover stock options with an average post-merger exercise price of approximately $28 per share. Also, Telxon has $24.4 million principal amount outstanding of convertible debentures with a post-merger conversion price of $53.50, and $82.5 million principal amount outstanding convertible notes with a post merger conversion price of $55.00 per share. Telxon's business will be operated as a wholly-owned subsidiary although portions of its operations will be consolidated with Symbol in order to obtain operating efficiency and synergy of at least $75 million annually from eliminating duplicate functions, rationalizing manufacturing facilities and sales offices and realizing purchasing, sales, manufacturing and other efficiencies. Before one-time transaction costs, the acquisition is expected to be approximately neutral to Symbol's earnings per share in 2001 and significantly accretive thereafter as the synergies and efficiencies are realized. Symbol Technologies, Inc., winner of this year's National Medal of Technology, is a global leader in mobile data transaction systems, providing innovative customer solutions based on wireless local area networking for data and voice, application-specific mobile computing and bar code data capture. Symbol's wireless information appliances connect the physical world of people on the move, packages, paper and shipping pallets, to information systems and the Internet. Today, some 10 million Symbol bar code scanners, mobile computers and wireless LANs are utilized worldwide in markets ranging from retailing to transportation and distribution logistics, manufacturing, parcel and postal delivery, government, healthcare and education. Symbol's systems and products are used to increase productivity from the factory floor to the retail store, to the enterprise and out to the home. Information about Symbol is available at www.symbol.com and 1-800-722-6234. This news release contains forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include price and product competition, dependence on new product development, reliance on major customers, customer demand for our product and services, control of costs and expenses, international growth, general industry and market conditions and growth rates and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. For a further list and description of such risks and uncertainties, see the reports filed by Symbol with the Securities and Exchange Commission. Symbol disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. # # # For financial information: For press information: Kenneth Jaeggi Doug Picker Symbol Technologies, Inc. Symbol Technologies, Inc. 631-738-3909 631-738-4699 -----END PRIVACY-ENHANCED MESSAGE-----