8-K

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UNITED STATES
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):    March 27, 2002

ZEBRA TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 00-19406
(Commission File
Number) 36-2675536
(IRS Employer
Identification No.)

333 Corporate Woods Parkway
Vernon Hills, Illinois 60061
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:    (847) 634-6700

Item 5.    Other Events.

        Zebra Technologies Corporation, a Delaware corporation ("Zebra"), has entered into a Termination Agreement (the "Termination Agreement") dated as of March 27, 2002, by and among Zebra, Rushmore Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Zebra ("Merger Sub"), and Fargo Electronics, Inc., a Delaware corporation ("Fargo"), under which the parties agreed to terminate (i) that certain Acquisition Agreement (the "Acquisition Agreement") dated as of July 31, 2001, and amended by Amendments No. 1, 2 and 3 thereto, among Zebra, Merger Sub and Fargo, and (ii) Merger Sub's offer (the "Offer") to purchase all of the issued and outstanding shares of Fargo's common stock, together with the associated rights to purchase preferred stock (collectively the "Shares"), at a price of $7.25 per share, net to each seller in cash. Further, upon the termination of the Acquisition Agreement and the Offer, those certain Stockholder Agreements, each dated as of July 31, 2001, between Zebra and each of several entities affiliated with TA Associates, Inc. and St. Paul Venture Capital, Inc. and each of the executive officers and directors of Fargo, terminated in accordance with their terms.

        For information regarding the terms and conditions of the termination of the Acquisition Agreement and the Offer, reference is made to the Termination Agreement, which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

        On March 27, 2002, Zebra and Fargo issued a press release announcing that they had entered into the Termination Agreement. The joint press release is filed as Exhibit 99.1 hereto, and the information set forth in the joint press release is incorporated herein by reference. On March 27, 2002, Zebra also issued a separate press release commenting on the outlook for its business following termination of the Acquisition Agreement and the Offer. Zebra's press release is filed as Exhibit 99.2 hereto, and the information set forth therein is incorporated herein by reference.

Item 7.    Financial Statements and Exhibits.

(c)

Exhibits.

2.1	Termination Agreement dated as of March 27, 2002, by and among Zebra Technologies Corporation, Rushmore Acquisition Corp. and Fargo Electronics, Inc.
99.1	Joint Press Release of Zebra Technologies Corporation and Fargo Electronics, Inc., dated March 27, 2002, announcing the termination of the Acquisition Agreement and the Offer.
99.2	Press Release of Zebra Technologies Corporation, dated March 27, 2002, commenting on the outlook for its business following termination of the Acquisition Agreement and the Offer.

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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.

Dated: March 27, 2002	Zebra Technologies Corporation
	By:	/s/  EDWARD L. KAPLAN
		Edward L. Kaplan, Chairman of the Board and Chief Executive Officer

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Exhibit Index

Exhibit Number	Description of Exhibit
2.1	Termination Agreement dated as of March 27, 2002, by and among Zebra Technologies Corporation, Rushmore Acquisition Corp. and Fargo Electronics, Inc.
99.1	Joint Press Release of Zebra Technologies Corporation and Fargo Electronics, Inc., dated March 27, 2002, announcing the termination of the Acquisition Agreement and the Offer.
99.2	Press Release of Zebra Technologies Corporation, dated March 27, 2002, commenting on the outlook for its business following termination of the Acquisition Agreement and the Offer.

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Item 5. Other Events.
Item 7. Financial Statements and Exhibits.
SIGNATURE
Exhibit Index

EX-2.1

TERMINATION AGREEMENT

        This TERMINATION AGREEMENT (this "Agreement") dated as of March 27, 2002, is by and among Zebra Technologies Corporation, a Delaware corporation ("Parent"), Rushmore Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Fargo Electronics, Inc., a Delaware corporation (the "Company").

INTRODUCTION

        A.    Parent, Merger Sub and the Company are parties to an Acquisition Agreement, dated as of July 31, 2001, as amended by Amendment No. 1 thereto dated as of August 30, 2001, Amendment No. 2 thereto dated as of October 11, 2001 and Amendment No. 3 thereto dated as of February 5, 2002 (as so amended, the "Acquisition Agreement"; capitalized terms used but not otherwise defined herein having the meanings ascribed to such terms in the Acquisition Agreement), pursuant to which and subject to the conditions set forth therein, (i) Merger Sub commenced a tender offer to purchase all outstanding shares of Company Common Stock (the "Offer") and (ii) following the consummation of the cash tender offer, Merger Sub was to merge with and into the Company (the Merger").

        B.    Pursuant to Sections 7.7 and 7.15 of the Agreement, Parent and the Company have been seeking clearance under the HSR Act of the Consummation of the Offer and the Merger.

        C.    Despite the best efforts of Parent and the Company, clearance under the HSR Act of the Consummation of the Offer and the Merger has not been received.

        D.    Section 9.1(a) of the Acquisition Agreement provides that the Acquisition Agreement may be terminated, and the Offer, the Merger and the transactions contemplated by the Acquisition Agreement may be abandoned at any time prior to the Effective Time, by mutual written consent of the Company and Parent.

        E.    Parent, Merger Sub and the Company are entering into this Agreement in order to evidence their mutual written consent and agreement as to the termination of their respective rights, benefits and obligations under the Acquisition Agreement.

AGREEMENT

        In consideration of the foregoing and of the mutual covenants, representations, warranties and agreements of the Parties set forth in the Acquisition Agreement, and intending to be legally bound hereby, Parent, Merger Sub and the Company agree as follows:

        1.    Termination.    Effective immediately upon execution of this Agreement, the Acquisition Agreement is hereby terminated pursuant to Section 9.1(a) of the Acquisition Agreement by the mutual written consent of the Company and Parent.

        2.    Effect of Termination.    Except as expressly provided in this Agreement and notwithstanding the terms of Section 9.2 of the Acquisition Agreement, as a result of the termination of the Acquisition Agreement pursuant hereto the Acquisition Agreement shall become void and be of no further force or effect, and there shall be no liability under the Acquisition Agreement on the part of any Party or any of their respective affiliates, subsidiaries, directors, officers, stockholders, employees, agents, financial and legal advisors and other representatives, and all rights and obligations of each Party thereunder shall cease, including without limitation the rights and obligations as set forth in Section 9.3 of the Acquisition Agreement and any liability for the willful or intentional breach of any representations, warranties, covenants or agreements contained therein. Notwithstanding the foregoing, Section 7.10 of the Acquisition Agreement, concerning the Parties' expenses, and the Confidentiality Agreement (as defined in Section 6 hereof), shall remain in full force and effect after the date hereof.

        3.    Termination of the Offer.    Effective immediately upon the execution of this Agreement the Offer is hereby terminated by Parent and the Company, and as soon as reasonably possible following the execution of this Agreement, the Parties shall jointly issue a press release in substantially the form

attached hereto as Exhibit A, to announce the termination of the Offer and the Acquisition Agreement.

        4.    Acknowledgement of Termination of Stockholder Agreements.    Parent, Merger Sub and the Company each acknowledge that, by virtue of the termination of the Acquisition Agreement pursuant to Section 1 hereof and the termination of the Offer pursuant to Section 3 hereof, each of the stockholder agreements dated as of July 31, 2001, between Parent and the Company's directors and executive officers and several entities affiliated with TA Associates, Inc. and St. Paul Venture Capital, Inc. (the "Stockholder Agreements"), is simultaneously terminated in accordance with its terms, and no obligations, rights, responsibilities or other encumbrances or restrictions of any kind shall result or arise therefrom.

        5.    Mutual Release; Covenant Not to Sue.    Each Party, on behalf of itself and, to the extent permitted by law, its affiliates, subsidiaries, directors, officers, stockholders, employees, agents, financial and legal advisors and other representatives, and the successors and assigns of each of them (each, a "Releasing Party"), hereby releases each other Party and each of such other Party's affiliates, subsidiaries directors, officers, stockholders, employees, agents, financial and legal advisors and other representatives, and the successors and assigns of each of them, from any and all liabilities and obligations, claims, causes of action and suits, at law or in equity, whether now known or unknown, whether arising under any United States federal, state or local or any foreign law or otherwise, that any Releasing Party has, has had or may have in the future arising out of, relating to, or in connection with the Acquisition Agreement, the Stockholder Agreements and the transactions contemplated thereby, including without limitation any liability or obligation set forth in Section 9.3 of the Acquisition Agreement and any liability or obligation arising out of any breach or alleged breach of any representation, warranty, covenant or agreement contained in the Acquisition Agreement, and agrees to not bring any lawsuits, file any charges, complaints or notices, or make any other demands against any other Party relating to any of the foregoing; provided, however, that nothing in this Section 5 shall impair the survival in full force of the terms of the Confidentiality Agreement.

        6.    Survival of Confidentiality Agreement.    Notwithstanding anything contained in this Agreement to the contrary, the provisions of the Confidentiality Agreement, dated as of July 10, 2001, between Parent and the Company (the "Confidentiality Agreement"), shall survive and remain in full force and effect in accordance with its terms. By April 15, 2002, pursuant to the Confidentiality Agreement, Parent agrees to: (a) destroy or cause the destruction of all electronic or machine readable copies of the Evaluation Material (as defined in the Confidentiality Agreement) in the possession of Parent or its Representatives (as defined in the Confidentiality Agreement); and (b) either (i) deliver to the Company all originals and copies of the Evaluation Material in the possession of Parent or its Representatives or (ii) destroy all originals and copies of Evaluation Material in the possession of Parent or its Representatives. By April 15, 2002, Parent agrees to provide a written certification, executed by an executive officer of Parent, certifying that Parent and its Representatives have returned or destroyed all Evaluation Material in their possession.

        7.    Miscellaneous.

        (a)    Entire Agreement.    This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes any previous agreements and understandings between the Parties with respect to such matters; provided, however, that nothing in this Section 7(a) shall impair the survival in full force of the terms of the Confidentiality Agreement.

        (b)    Governing Law.    This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, without regard to the conflict of laws rules thereof.

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        (c)    Waiver of Jury Trial.    Each of Parent, the Company and Merger Sub hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, the Company or Merger Sub in the negotiation, administration, performance and enforcement of this Agreement or the Acquisition Agreement.

        (d)    Specific Performance.    The Parties agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

        (e)    Successors and Assigns.    This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and assigns and except as provided herein, no third party will have any right, obligation or benefit hereunder.

        (f)    Definitions.    Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Acquisition Agreement.

        (g)    Counterparts.    This Agreement may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same Agreement.

[SIGNATURE PAGE FOLLOWS.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first written above.

ZEBRA TECHNOLOGIES CORPORATION
By:	/s/  JOHN H. KINDSVATER
Name:	John H. Kindsvater
Title	Senior Vice President
RUSHMORE ACQUISITION CORP.
By:	/s/  JOHN H. KINDSVATER
Name:	John H. Kindsvater
Title	President
FARGO ELECTRONICS, INC.
By:	/s/  GARY R. HOLLAND
Name:	Gary R. Holland
Title	President & CEO

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EX-99.1

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Zebra Technologies Corporation
333 Corporate Woods Parkway
Vernon Hills, Illinois 60061.3109 U.S.A.
Telephone +1.847.634.6700
Facsimile +1.847.913.8766
www.zebracorporation.com

FOR IMMEDIATE RELEASE

Zebra Technologies and Fargo Electronics
Terminate Acquisition Agreement and Tender Offer

Vernon Hills, IL, and Eden Prairie, MN, March 27, 2002—Zebra Technologies Corporation (Nasdaq: ZBRA) and Fargo Electronics, Inc., (Nasdaq: FRGO) today announced that the companies have mutually agreed to terminate the acquisition agreement whereby Zebra would acquire all outstanding shares of Fargo common stock (including associated rights to purchase preferred stock) for $7.25 per share in cash. The transaction has been under Hart-Scott-Rodino (HSR) antitrust review by the Federal Trade Commission (FTC). Based on discussions with representatives of the FTC, Zebra and Fargo believe it is unlikely that the FTC will clear the transaction as currently proposed. After careful consideration, the management and board of directors of each company concluded that the likely time required and the uncertainty of reaching and implementing a solution acceptable to the FTC renders this transaction no longer in the best interests of the respective companies and their stockholders. Accordingly, the companies agreed to a mutual termination of their acquisition agreement. Neither party will pay a break-up fee.

        The acquisition was announced on July 31, 2001. A tender offer for all outstanding shares of Fargo stock commenced on August 3, 2001, and was most recently scheduled to expire at 5:00 PM, New York City time, on April 5, 2002. The tender offer has been terminated, effective immediately. None of the Fargo shares tendered in the tender offer will be accepted and paid for, and Zebra will promptly return all shares of Fargo common stock tendered and not withdrawn in the tender offer.

        Fargo Electronics, Inc., is the world's leader in innovative technologies for desktop plastic card personalization systems. Fargo printing systems create personalized plastic identification cards complete with digital images and text, lamination, and electronically encoded information. More than 50,000 Fargo systems are currently installed throughout the U.S. and in over 100 other countries. For more information, visit Fargo's Web site at http://www.fargo.com.

        Zebra Technologies Corporation delivers innovative and reliable on-demand printing solutions to businesses and governments in more than 90 countries around the world. A broad range of applications benefit from Zebra®-brand thermal bar code label and receipt printers and Eltron®-brand plastic card printers, resulting in enhanced security, increased productivity, improved quality, lower costs and better customer service. The company, with an installed base of more than two million printers, also offers software, connectivity solutions and printing supplies. Information about Zebra Technologies can be found at www.zebracorporation.com.

For Information, Contact:
Charles R. Whitchurch Chief Financial Officer Zebra Technologies Corporation Phone: 847.634.6700 Fax: 847.821.2545	Tony Dick Acting Chief Financial Officer Fargo Electronics, Inc. Phone: 952.946.6892 Fax: 952.941.7836

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EX-99.2

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Zebra Technologies Corporation
333 Corporate Woods Parkway
Vernon Hills, Illinois 60061.3109 U.S.A.
Telephone +1.847.634.6700
Facsimile +1.847.913.8766
www.zebracorporation.com

FOR IMMEDIATE RELEASE

Zebra Technologies Comments on Outlook
Following Termination of Fargo Electronics Acquisition

Vernon Hills, IL, March 27, 2002—Edward Kaplan, Chairman and Chief Executive Officer of Zebra Technologies Corporation (Nasdaq: ZBRA), expressed disappointment over termination of the acquisition of Fargo Electronics (Nasdaq: FRGO), as announced today, but reaffirmed optimism for Zebra's long-term growth and profitability. In addition, the company announced that it would expense costs related to the acquisition in the first quarter of 2002.

        "No doubt, we are disappointed that we did not complete the Fargo acquisition, which would have helped Zebra achieve its long-term growth objectives," stated Mr. Kaplan. "Our associates worked exceptionally hard to bring this transaction to a successful conclusion. At the same time, Fargo was only one of many avenues for growth for Zebra, in card personalization systems, bar code label and receipt printing, and related areas. The depth and breadth of our product line, global presence and superb financial condition position Zebra for long-term success and support an organization dedicated to building stockholder value. Because of Zebra's size and financial strength, Fargo was not a critical transaction for Zebra's long-term health and growth potential."

        Mr. Kaplan continued, "Zebra is very well positioned to pursue its business plans. In card personalization systems, we intend to build on record sales in 2001 by continuing to introduce card printers incorporating new technologies that address a rapidly expanding array of high-growth applications in security, access control and personal identification. We also expect that further distribution channel development, both in the U.S. and abroad, will contribute to capturing growth opportunities in driver's licenses, national ID cards, employee ID badges, and membership and loyalty cards, among others.

        "Zebra's larger bar code label and receipt printing business is well positioned to capitalize on applications in high-growth vertical markets. Our products and technology will continue to deliver real value by enabling users to lower costs, improve productivity, deliver better customer service and strengthen safety and security. In 2002, we also plan to build on our investments to provide mobile printing solutions to European customers, as well as to expand our presence in Eastern Europe and other international territories. With our abundance of cash and investments, we continue to expect that acquisitions will remain an important component for Zebra's growth. Taken all together, the growth prospects for Zebra remain high."

        For the first quarter of 2002, the company will expense approximately $3,300,000 of capitalized acquisition costs and other accrued acquisition expenses that would have been capitalized if the company completed the Fargo acquisition. The company expects to report 2002 first quarter financial results on April 19.

        For 2001, Zebra reported net sales net income before merger costs of $2.03 per diluted share on net sales of $450 million. At December 31, 2001, Zebra had shareholders' equity of $445 million and total assets of $480 million, including $249 million in cash and investments.

        Zebra Technologies Corporation delivers innovative and reliable on-demand printing solutions to businesses and governments in more than 90 countries around the world. A broad range of applications benefit from Zebra®-brand thermal bar code label and receipt printers and Eltron®-brand plastic card printers, resulting in enhanced security, increased productivity, improved quality, lower costs and better

customer service. The company, with an installed base of more than two million printers, also offers software, connectivity solutions and printing supplies. Information about Zebra Technologies can be found at www.zebracorporation.com.

Safe Harbor

        This press release contains forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements regarding the company's expected business activities as outlined above. When used in this release and documents referenced, the words "intend," "anticipate," "believe," "estimate," "plan," and "expect" and similar expressions, as they relate to the company or its management are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. These statements are based on current expectations, forecasts and assumptions. The success of these activities and any other forward-looking statements are subject to the risks and uncertainties inherent in general industry and market conditions, of general domestic and international economic conditions, and other factors. Specifically, these factors include market acceptance of the company's product lines and competitors' product offerings, as well as the speed of adoption of the company's printing technologies and competing technologies. Descriptions of the risks, uncertainties and other factors that could affect the company's future operations and results can be found in Zebra's filings with the Securities and Exchange Commission. In particular, readers are referred to Zebra's Form 10-K for the year ended December 31, 2001.

For Information, Contact:

Charles R. Whitchurch
Chief Financial Officer
Zebra Technologies Corporation
Phone: 847.634.6700
Fax: 847.821.2545

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FOR IMMEDIATE RELEASE