SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report
(Date of earliest event reported): September 17, 2003
Symbol Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9802 11-2308681
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(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
One Symbol Plaza
Holtsville, New York 11742
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including
area code: (631) 738-2400
Former name or former address, if changed
since last report: Not Applicable
This Amendment No. 1 to the Current Report on Form 8-K of
Symbol Technologies, Inc. (the "Registrant") amends and
restates in its entirety the Current Report on Form 8-K of
the Registrant, dated September 17, 2003, and filed with
the Securities and Exchange Commission on October 14, 2003.
This Amendment is being filed to correct inadvertent
typographical errors contained in the heading to Item 5 of
the Form 8-K and the title of the press release referenced
as Exhibit 99.1 in the Exhibit Table contained in the Form
8-K. Item 5 has been revised to read "Other Events and
Regulation FD Disclosure" and the description of Exhibit
99.1 in the Exhibit Table has been revised to read as
updating the "Telxon" litigation. No other revisions have
been made.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
The Registrant issued a press release dated
October 10, 2003 which updates the status of the litigation
between its wholly owned subsidiary, Telxon Corporation,
and Smart Media. A copy of the press release is attached
as Exhibit 99.1 hereto, and is incorporated herein by
reference.
SIGNATURES
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.
SYMBOL TECHNOLOGIES, INC.
Date: October 15, 2003 By: Mark T. Greenquist
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Name: Mark T. Greenquist
Title: Senior Vice President
and Chief Financial
Officer
EXHIBIT INDEX
Exhibit Description
Exhibit 99.1 Press release updating the status of the
Telxon litigation.
Exhibit 99.1
Status of Telxon Litigation Updated
HOLTSVILLE, N.Y., Oct. 10, 2003, -- Symbol
Technologies, Inc. (NYSE:SBL) today provided an update to
the status of the case involving Telxon Corporation, a
wholly owned subsidiary of Symbol, and Smart Media of
Delaware, Inc.
The Summit County Court of Common Pleas in Ohio held a
status conference on October 9, 2003, and, as a result,
Symbol expects that the briefing on post judgment motions
will take at least a month, and may take longer. No
judgment has yet been entered in the case, and Telxon has
filed a motion for judgment notwithstanding the verdicts
and for a new trial.
The following addresses the status of the Telxon case:
Q1: What is the background of the litigation between
Telxon and Smart Media, et al.?
A1: The litigation between Telxon and Smart Media
began in December 1, 1998, prior to Symbol's
acquisition of Telxon, when Telxon filed suit
against Smart Media in the Court of Common Pleas
for Summit County, Ohio. The suit filed by Telxon
was for a declaratory judgment that, contrary to
the position of Smart Media and several of its
shareholders, Telxon neither agreed with nor
promised Smart Media to develop a product or to
provide financial support for the development of a
product. Smart Media denied Telxon's suit for
declaratory judgment and claimed that it suffered
substantial damages because of Telxon's alleged
failure to provide funding of several million
dollars. The damages claimed by Smart Media are
for allegedly lost profits.
Q2: Is there a judgment against Telxon at this point?
A2: No. No judgment has been entered at this time.
Q3: What are the next procedural steps, and the
timing, relating to the case?
A3: The parties had a conference with the judge on
October 9, 2003, that addressed, among other
matters, the next steps in the case. Symbol and
Telxon believe that post trial motion practice
will take at least a month and that no judgment
will be entered until the Court rules on the
parties' post trial motions. Symbol and Telxon
cannot predict when the Court will render its
decision.
Q4: Has Telxon made any post trial motions?
A4: On October 7, 2003, Telxon made a motion to
impound and secure the trial record of certain
exhibits, and on October 8, 2003, Telxon made
motions for judgment in its favor notwithstanding
the jury's verdicts, and for a new trial. In the
event this relief is not granted, Telxon requested
that the amount of the jury's verdicts be reduced.
Also, Telxon requested that the execution of any
judgment against Telxon entered by the Court be
stayed without the posting of a bond, or in the
alternative, that a bond be set at a maximum of
$3.7 million.
Q5: What arguments has Telxon made to support its
motion?
A5: Telxon, among other arguments, has argued that the
jury's verdicts were based upon inadmissible
evidence being improperly provided to the jury
during its deliberations; that the absence of
liability on the part of Telxon was conclusively
established by the documents in evidence; and that
the amounts awarded to Smart Media were based on
legally irrelevant projections, and are wildly
speculative, particularly given that Smart Media
never had any revenue or profits. In addition,
Telxon argued that the jury verdicts incorrectly
awarded damages more than once for the same
alleged injury by adding together two separate
awards for lost profits, and by improperly
combining different measures of damages.
Q6: Has Smart Media made any post trial motions?
A6: As previously reported, Smart Media made a motion
to join or substitute Symbol as a defendant. In
addition on October 7, 2003, Smart Media made a
motion for prejudgment interest in the amount of
approximately $146 million based upon a 10 percent
per annum rate on the aggregate amounts of the
jury's verdicts from October 23, 1996, to
September 17, 2003. Symbol and Telxon believe
these motions are without merit and intend to
oppose them vigorously.
Q7: If the Ohio trial court judge enters a judgment on
the jury's verdicts, would Telxon have a right to
appeal?
A7: Yes, Telxon may appeal the jury's verdicts as a
matter of right to the Ohio Court of Appeals for
the 9th District. Following that appeal, any
party could petition the Ohio Supreme Court to
hear the case, but Ohio Supreme Court review is
not an appeal as a matter of right.
Q8: How long could the appeal process last?
A8: The length of the appeals process is uncertain.
It could last a number of months, and perhaps more
than a year.
Q9: Pending the appeal, can Telxon stay execution of
any judgment against it?
A9: Yes, if Telxon posts a bond, if one is required,
as determined by the Ohio trial court.
Q10: In the event of an enforceable judgment against
Telxon that it was unable to satisfy, could Symbol
be responsible for the judgment?
A10: Under such circumstances, Smart Media may pursue
various legal theories and tactics to try to
recover from Symbol or otherwise obligate Symbol
to provide funds to Telxon to satisfy a judgment
against Telxon. While Symbol will vigorously
oppose such efforts, there can be no assurance
that Symbol will not be liable for or otherwise be
obligated to provide funds to Telxon to satisfy
any judgment against Telxon.
Q11: Could the litigation between Smart Media and
Telxon, or even a bankruptcy of Telxon, have an
impact on Symbol's credit facility?
A11: The credit facility remains in place at this time.
Whether the credit facility could be impacted will
depend on developments in the litigation. At the
present time, Symbol is not borrowing under its
credit facility.
Q12: Will the amount of the jury verdicts be reserved
against on Symbol's balance sheet?
A12: At this time, Symbol believes that the amounts
indicated in the jury verdicts are not probable
and estimable. Therefore, Symbol has not recorded
any reserves in its balance sheets.
Q13: Ultimately, if Symbol were found liable for the
entire amount of the verdicts, does Symbol have
adequate liquidity and capital resources to
satisfy that amount?
A13: Symbol believes that it could satisfy the entire
amount with a combination of internal funds and
funds obtained from the public and/or private
capital markets, although access to the public
markets will be subject to Symbol completing the
pending restatement of its financial statements.
In addition, Symbol's ability to access the
capital markets would be subject to market
conditions, industry conditions and the financial
condition and prospects of Symbol at the time the
capital markets are accessed.
About Symbol Technologies
Symbol Technologies, founded in 1975, is a global
leader in secure mobile information systems that integrate
application-specific hand-held computers with wireless
networks for data and voice and bar code data capture.
Symbol products and services increase productivity and
reduce costs for the world's leading retailers, logistics
and transportation companies, government agencies,
manufacturers and providers of healthcare, hospitality and
security. More information is available at www.symbol.com
and 1-800-722-6234 or 631-738-2400.
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 litigation developments,
price and product competition, dependence on new product
development, reliance on major customers, customer demand
for our products 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.
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For financial information: For press information:
Nancy Tully Doug Picker
Symbol Technologies, Inc. Symbol Technologies, Inc.
631-738-5050 631-738-4699