-----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, QI9kRrqf4SIdjGaMt61l8OFCg4/9IQ/CdBPrpvlIWMnNGvBnoxhg5bSe/RXLHqm2 t3WrXI8jtiTz3Pg8OdA5eQ== /in/edgar/work/20000616/0000912057-00-028886/0000912057-00-028886.txt : 20000919 0000912057-00-028886.hdr.sgml : 20000919 ACCESSION NUMBER: 0000912057-00-028886 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000403 ITEM INFORMATION: FILED AS OF DATE: 20000616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZEBRA TECHNOLOGIES CORP/DE CENTRAL INDEX KEY: 0000877212 STANDARD INDUSTRIAL CLASSIFICATION: [3560 ] IRS NUMBER: 366966580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-19406 FILM NUMBER: 656401 BUSINESS ADDRESS: STREET 1: 333 CORPORATE WOODS PKWY CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 7086346700 8-K/A 1 a8-ka.txt 8K/A FORM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): April 3, 2000. -------------- Zebra Technologies Corporation ------------------------------------------------ (Exact Name of Registrant as Specified in Charter Delaware 00-19406 36-2675536 - ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 333 Corporate Woods Parkway, Vernon Hills, IL 60061 --------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (847) 634-6700 This Current Report on Form 8-K/A is an amendment to Items 7(a) and (b) to the Current Report on Form 8-K filed on April 18, 2000. 1 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Below are the financial statements required by Item 7(a) relating to the acquisition of Comtec Information Systems, Inc. ("Comtec") described in Item 2 of the Current Report on Form 8-K of Zebra Technologies Corporation ("Company") filed on April 18, 2000, including: COMTEC INFORMATION SYSTEMS, INC. - Report of Independent Auditors; - Consolidated Balance Sheet; - Consolidated Statement of Income; - Consolidated Statement of Changes in Shareholders' Equity; - Consolidated Statement of Cash Flows; and - Notes to Consolidated Financial Statements. 2 REPORT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders Comtec Information Systems, Inc. We have audited the accompanying consolidated balance sheet of Comtec Information Systems, Inc. as of December 31, 1999, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Comtec Information Systems, Inc. as of December 31, 1999, and the consolidated results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States. Providence, RI January 25, 2000 ERNST & YOUNG LLP 3 COMTEC INFORMATION SYSTEMS, INC. Consolidated Balance Sheet December 31, 1999 ASSETS Current assets: Cash and cash equivalents $ 2,293,994 Marketable securities (NOTE 1) 2,000,488 Trade accounts receivable, net of an allowance for doubtful accounts of $356,461 (NOTE 2) 15,752,617 Inventories (NOTE 1) 7,023,448 Prepaid expenses 145,513 ------------ Total current assets 27,216,060 Property, plant and equipment (NOTES 3 AND 7): Property, plant and equipment 7,713,724 Less: Accumulated depreciation and amortization 3,479,516 ------------ 4,234,208 Other assets: Marketable securities (NOTE 1) 484,730 Investment in other securities 567,768 Deposits 235,553 ------------ Total assets $ 32,738,319 ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 5,705,884 Accrued expenses 3,057,223 Deferred maintenance revenue 619,102 Current portion of note payable (NOTE 4) 191,851 Capitalized lease obligation (NOTE 7) 177,638 ------------ Total current liabilities 9,751,698 Long-term liabilities: Capitalized lease obligation with related party, excluding current portion (NOTE 7) 3,095,922 Note payable (NOTE 4) 543,635 Due to related parties 303,176 Shareholders' equity (NOTE 6): Class A Common Stock, par value $1 per share; 1,000 shares authorized; 43 shares issued and outstanding 43 Class B Common Stock, par value $1 per share; 7,000 shares authorized; 4,267 shares issued and outstanding 4,267 Additional paid-in capital 559,545 Retained earnings 18,230,740 Accumulated other comprehensive income 249,293 ------------ Total shareholders' equity 19,043,888 ------------ Total liabilities and shareholders' equity $ 32,738,319 ============
See notes to consolidated financial statements. 4 COMTEC INFORMATION SYSTEMS, INC. Consolidated Statement of Income Year ended December 31, 1999 Net sales $ 57,655,730 Cost of sales 33,383,886 ------------ Gross profit 24,271,844 Selling, general and administrative expenses 11,493,642 Research and development costs 2,893,651 ------------ 14,387,293 ------------ Operating income 9,884,551 Other income (expense): Interest expense (577,148) Interest income 263,656 ------------ (313,492) ------------ Net income $ 9,571,059 ============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 5 COMTEC INFORMATION SYSTEMS, INC. Consolidated Statement of Changes in Shareholders' Equity
Common Stock -------------------------- Accumulated Additional Other Total Paid-in Retained Comprehensive Shareholder Class A Class B Capital Earnings Income Equity --------- -------- ---------- ----------- ------------- ----------- Balances, December 31, 1998 $ 43 $ 4,267 $ 559,545 $13,994,681 $ 130,422 $14,688,958 Comprehensive income Net income -- -- -- 9,571,059 -- 9,571,059 Translation adjustments -- -- -- -- 118,871 118,871 ----------- Comprehensive income 9,689,930 Distributions to shareholders -- -- -- (5,335,000) -- (5,335,000) -------- ------- --------- ----------- --------- ----------- Balances, December 31, 1999 $ 43 $ 4,267 $ 559,545 $18,230,740 $ 249,293 $19,043,888 ======== ======= ========= =========== ========= ===========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 6 COMTEC INFORMATION SYSTEMS, INC. Consolidated Statement of Cash Flows Year ended December 31, 1999 OPERATING ACTIVITIES Net income $ 9,571,059 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 835,464 Provision for allowance for doubtful accounts 182,490 Increase (decrease) in cash from changes in assets and liabilities: Accounts receivable (7,335,533) Prepaid expenses (21,848) Inventories (2,355,785) Deposits (184,926) Accounts payable 3,783,518 Accrued expenses 868,248 Deferred maintenance revenue 115,182 Due to related parties, net (14,309) Interest receivable 12,146 ------------ Net cash provided by operating activities 5,455,706 Investing activities Purchases of marketable securities, net (1,095,167) Purchases of property, plant and equipment (1,438,173) Purchase of other securities (317,768) ------------ Net cash used in investing activities (2,851,108) Financing activities Distributions to shareholders, net (5,335,000) Payments on lease financing (167,862) Payments on note payable (178,349) ------------ Net cash used in financing activities (5,681,211) ------------ Net decrease in cash and cash equivalents (3,076,613) Cash and cash equivalents at beginning of year 5,370,607 ------------ Cash and cash equivalents at end of year $ 2,293,994 ============ Supplemental disclosures of cash flow information: Cash paid for interest $ 577,000 ============ Supplemental schedule of non-cash investing and financing activity: Leased asset additions and related obligation $ 206,544 ============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 7 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS Comtec Information Systems, Inc. (the Company) is engaged in the design, marketing and manufacture of data processing, automatic identification, and printing systems. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company, its 100%-owned subsidiary, Comtec Information Systems Limited, and its 79%-owned subsidiary, Comtec B.V.; the remaining 21% ownership is held by shareholders of the Company. Significant intercompany accounts and transactions have been eliminated in consolidation. USE OF ESTIMATES The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. FOREIGN CURRENCY TRANSLATION Assets and liabilities of operations outside the United States are translated into United States dollars using current exchange rates; revenue and expense items are translated into United States dollars using a weighted average exchange rate for the period. The gains and losses resulting from such translation are accumulated as a separate component of shareholders' equity, whereas gains and losses resulting from foreign currency transactions generally are included in results of operations. 8 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) REVENUE RECOGNITION The Company recognizes revenues from product sales upon shipment, and from service revenue as it is earned. CASH AND CASH EQUIVALENTS For purposes of statement of cash flows, the Company considers cash held in banks and highly-liquid investments with an original maturity of three months or less to be cash equivalents. INVENTORIES The Company records inventory at the lower of cost or market using the FIFO (first-in, first-out) method. The components of inventory at December 31, are as follows:
1999 ----------- Raw materials $ 4,715,791 Work-in-process 1,498,416 Finished goods 809,241 ----------- $ 7,023,448 ===========
MARKETABLE SECURITIES The Company classifies its marketable securities as held-to-maturity, trading or available-for-sale at the time of purchase and reevaluates such designation as of each balance sheet date. The Company has classified holdings at December 31, 1999, as held-to-maturity securities, which are carried at amortized cost. At December 31, 1999, held-to-maturity securities consisted of the following:
Held-to-Maturity Securities -------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Fair Cost Gains (Losses) Value -------------------------------------------------- State and municipal securities $ 2,468,738 $ -- $(10,664) $2,458,074 Equity securities 16,480 20,300 -- 36,780 ----------- ---------- -------- ---------- 2,485,218 $ 20,300 $(10,664) $2,494,854 ===================================== Less short-term marketable securities 2,000,488 ----------- Long-term marketable securities $ 484,730 ===========
9 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is stated at cost. All fixed assets are depreciated using an accelerated or straight-line method over the estimated useful lives of the assets (the lesser of the estimated useful life or the lease term for assets held under capitalized lease obligations). DEFERRED REVENUE Deferred revenue represents advance payments on service contracts which are recognized as revenue over the period of the contract and hardware purchase orders which are recognized as the order is filled. INCOME TAXES The Company is an S Corporation as defined in the Internal Revenue Code. Accordingly, no federal or state income taxes are provided since the Company's income is included in the shareholders' individual income tax returns on a pro rata basis. 2. ACCOUNTS RECEIVABLE Accounts receivable are primarily from major retailers in the United States. The Company extends credit based on an evaluation of a customer's financial position and generally does not require collateral. The allowance for doubtful accounts is determined based on management's evaluation of the collectibility of individual receivables and the financial condition of the market. For the year ended December 31, 1999, approximately 55% of the Company's sales were to five customers. At December 31, 1999, approximately 56% of the Company's receivables were with three customers. 3. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at December 31, 1999, consists of the following: Land and building $ 3,488,262 Machinery and equipment 4,214,732 Furniture and fixtures 10,730 ----------- $ 7,713,724 ===========
4. NOTE PAYABLE During 1998, the Company paid, to a related party, $1,000,000 in the form of a five-year note, for rights to a partially developed proprietary process. The note bears interest at a rate of 7.42% per annum and is payable in sixty equal monthly installments of $20,000, commencing July 31, 1998 through June 30, 2003. Maturities of long-term debt in the years ending December 31, 2000 through 2003 are approximately $192,000, $207,000, $222,000 and $115,000, respectively. 5. LINE-OF-CREDIT FACILITY On May 31, 1997, the Company amended its $4,000,000 revolving line of credit, dated March 4, 1994, with interest at prime plus .5% payable to Fleet National Bank expiring on May 31, 2000. The facility provides for an unused facility fee of .25%. Borrowings under the facility are collateralized by substantially all assets of the Company. At December 31, 1999, the Company had no borrowings under this agreement. The facility contains certain restrictive covenants which require the maintenance of tangible net worth of at least $8,000,000, debt to net worth of less than 1.75 to 1, and a debt coverage ratio of at least 2 to 1 for the term of the facility on a combined basis for Comtec and CRE Corporation (a related party through a group of shareholders who own Comtec and CRE). 6. SHAREHOLDERS' EQUITY The Company has two classes of Common Stock, Class A Common Stock (Class A) and Class B Common Stock (Class B). The designations, powers, preferences and rights of Class A and Class B stock are identical except that Class A is voting and Class B is nonvoting Common Stock. 10 7. COMMITMENTS The Company has several noncancelable operating leases for printing presses and labeling equipment that expire at various dates over the next four years. In March 1994, Comtec entered into a lease agreement for its operating facility at 30 Plan Way, Warwick, Rhode Island with CRE, whereby Comtec leased from CRE assets which CRE had leased from the State of Rhode Island. The term of the lease is 20 years and will expire on March 2014. CRE's lease is collateralized by a bank letter of credit and the assets under the lease agreement. Comtec has also guaranteed the lease with the State of Rhode Island, which issued revenue bonds to finance the acquisition. The lease contains certain restrictive covenants similar to those described in Note 5. The lease contains certain restrictive covenants similar to those described in Note 5. The lease contains certain escalation provisions. The lease is a capital lease for financial reporting purposes and is included in fixed assets as follows: Building and building improvements $2,527,760 Land 700,000 Equipment 215,365 ---------- $3,443,125 ==========
11 7. COMMITMENTS (CONTINUED) Accumulated amortization for assets under capitalized lease obligations was $940,848 at December 31, 1999. Future annual minimum lease payments (without giving effect to future escalation provisions) for capital and operating leases as of December 31, 1999, are as follows:
Capitalized Lease Year Obligation Operating Leases - ---- ------------------ ---------------- 2000 $ 572,376 $ 213,291 2001 572,376 90,661 2002 572,376 57,557 2003 572,376 -- 2004 572,376 -- Thereafter 5,294,478 -- ------------ ----------- Total minimum lease payments 8,156,358 $ 361,509 =========== Less amounts representing interest 4,986,070 ------------ Present value of minimum lease payments 3,170,288 Less current lease portion 74,366 ------------ Present value of minimum lease payments less current portion $ 3,095,922 ============
Rental expense during the year ended December 31, 1999, for operating leases was $281,070. 8. EMPLOYEE RETIREMENT PLAN The Company has established a qualified defined contribution plan covering substantially all employees. Participants are allowed to contribute a percentage of their annual compensation to the Plan and the Company, at its discretion, matches a percentage of that contribution. The Company's contribution expense was $145,740 for the year ended December 31, 1999. 9. YEAR 2000 (UNAUDITED) The Company completed all Year 2000 readiness with regard to its computer systems, computerized manufacturing equipment, products and other aspects of its operations dependent upon automation or computerized operation. To date, the Company has not experienced any significant operational problems with its computer systems or other critically dependent equipment. In the opinion of management, the total costs of addressing the Year 2000 issue did not have a material impact on the Company's financial position or results of operations. 12 (b) Below are the pro forma financial information required by Item 7(b) relating to the acquisition of Comtec described in Item 2 of the Company's Current Report on Form 8-K filed on April 18, 2000, including: ZEBRA TECHNOLOGIES CORPORATION UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION - Consolidated Balance Sheet - Consolidated Statement of Earnings - Notes to Unaudited Pro Forma Condensed Combined Financial Statements 13 ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEET DECEMBER 31, 1999 (In thousands)
HISTORICAL PRO FORMA ----------------------- ------------------------------------- ZEBRA CIS ADJUSTMENTS COMBINED ----------------------- ------------ ----------- ASSETS Current assets: Cash and cash equivalents $ 38,501 $ 2,294 $ 40,795 Investments and marketable securities 197,067 2,000 (92,693) (2) 106,374 Accounts receivable, net 62,870 15,753 (47) (2b) 78,576 Inventories 42,379 7,023 (231) (2b) 49,171 Deferred income taxes 3,467 -- -- 3,467 Prepaid expenses 1,614 146 -- 1,760 ---------- -------- -------- --------- Total current assets 345,898 27,216 (92,971) 280,143 ---------- -------- -------- --------- Property and equipment at cost, less accumulated depreciation and amortization 41,686 4,234 (2,851) (2c) 43,069 Intangibles -- -- 31,786 (2d) 31,786 Excess of cost over fair value of net assets acquired -- -- 35,555 (2c) 35,555 Other assets 7,059 1,288 8,347 ---------- -------- -------- --------- TOTAL ASSETS $ 394,643 $ 32,738 $(28,481) $ 398,900 ========== ======== ======== ========= Current liabilities: Accounts payable $ 23,798 $ 5,706 -- $ 29,504 Accrued liabilities 11,295 3,360 -- 14,655 Short-term note payable 196 192 -- 388 Current portion of obligation under capital lease with related party 264 178 (74) (2c) 368 Income taxes payable 7,541 7,541 ---------- -------- -------- --------- Total current liabilities 43,094 9,436 (74) 52,456 ---------- -------- -------- --------- Obligation under capital lease with related party, less current portion 571 3,096 (3,096) (2c) 571 Long-term liability 93 544 -- 637 Deferred income taxes 1,473 -- -- 1,473 Other 105 619 -- 724 ---------- -------- -------- --------- TOTAL LIABILITIES 45,336 13,695 (3,170) 55,861 Shareholders' equity 349,307 19,043 (25,311) (2f) 343,039 ---------- -------- -------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 394,643 $ 32,738 $(28,481) $ 398,900 ========== ======== ======== =========
See accompanying notes to unaudited pro forma condensed combined financial statements. 14 ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION CONSOLIDATED STATEMENT OF EARNINGS YEAR ENDED DECEMBER 31, 1999 (Amounts in thousands, except per share data)
HISTORICAL PRO FORMA -------------------------------- -------------------------------- ZEBRA CIS ADJUSTMENTS COMBINED -------------------------------- ------------------------------- Net sales $ 398,517 $ 57,656 -- $ 456,173 Cost of sales 196,128 33,384 -- 229,512 ------------ -------- ------------ --------- Gross profit 202,389 24,272 226,661 Operating expenses: Selling, marketing, general and administrative 70,848 11,494 -- 82,342 Amortization of intangible assets 291 -- 5,115 (2h) 5,406 Research and development 22,007 2,894 -- 24,901 Merger costs 6,341 -- -- 6,341 ------------ -------- ------------ --------- Total operating expenses 99,487 14,388 5,115 118,990 ------------ -------- ------------ --------- Operating income 102,902 9,884 (5,115) 107,671 ------------ -------- ------------ --------- Other income (expense): Investment income 8,732 264 (3,888)(2g) 5,108 Interest expense (209) (577) (786) Other, net (2,625) -- (2,625) ------------ -------- ------------ --------- Total other income (expense) 5,898 (313) (3,888) 1,697 ------------ -------- ------------ --------- Income before income taxes 108,800 9,571 (9,003) 109,368 Income taxes 39,168 -- 204 (2i) 39,372 ------------ -------- ------------ --------- Net income $ 69,632 $ 9,571 $ (9,207) $ 69,996 ============ ======== ============ ========= Basic earnings per share $ 2.23 $ 2.25 Diluted earnings per share $ 2.21 $ 2.22 Basic weighted average shares outstanding 31,175 31,175 Diluted weighted average and equivalent shares outstanding 31,521 31,521
See accompanying notes to unaudited pro forma condensed combined financial statements. 15 ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Amounts in thousands) NOTE 1 BASIS OF PRESENTATION. The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheet of Zebra Technologies Corporation ("Zebra") with the historical consolidated balance sheet of Comtec Information Systems ("CIS") at December 31, 1999, as if the acquisition had occurred on that date. The unaudited pro forma condensed combined statement of earnings combine the historical consolidated statement of earnings of Zebra with the historical consolidated statement of earnings of CIS for the year ended December 31, 1999, as if the acquisition occurred on January 1, 1999. The unaudited pro forma condensed combined financial statements exclude (a) the effect of any operating income improvements which may be achieved upon combining the resources of the companies and (b) costs associated with the integration and consolidation of the companies, which are not currently estimable. NOTE 2 PRO FORMA ADJUSTMENTS (a) To reflect the payment of the purchase price under the purchase and sale agreement between Zebra and CIS. (b) To adjust inventory and accounts receivable of CIS to their estimated fair values at the date of acquisition. (c) To reduce fixed assets to the estimated fair value at the date of acquisition. (d) To reflect the estimated fair value of identifiable intangible assets acquired including: assembled workforce, current technology and customer lists. (e) To reflect excess of cost over the fair value of net assets acquired. (f) To eliminate CIS pre-acquisition equity and to reflect the write-off of $5,953 of acquired in-process research and development. (g) To reduce Zebra's investment income due to the use of investments and marketable securities to acquire CIS. (h) To record amortization of the identifiable intangible assets (estimated useful lives of 5 to 15 years) and the excess of cost over fair value of net assets acquired (estimated useful life of 20 years). (i) To adjust the combined tax expense to reflect Zebra's effective tax rate. 16 (c) Exhibits 23 Consent of Ernst & Young LLP, independent auditors 17 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. ZEBRA TECHNOLOGIES CORPORATION By: /s/ Charles R. Whitchurch Name: Charles R. Whitchurch Title: Chief Financial Officer Dated: June 16, 2000 18 EXHIBIT INDEX
EXHIBIT NO. EXHIBIT - ----------- ------- 23 Consent of Ernst & Young LLP, independent auditors
EX-23 2 ex-23.txt EXHIBIT 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Zebra Technologies Corporation 1997 Stock Option Plan of our report dated January 25, 2000, with respect to the financial statements of Comtec Information Systems, Inc. included in the Form 8-K/A Amendment No. 1 of Zebra Technologies Corporation filed with the Securities and Exchange Commission on June 16, 2000. ERNST & YOUNG LLP June 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----