-----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, JXPHnc4wB/Vj2isiuOTWzIhKa9G36Rspj+cRdazWxTL5IjFp+/fsIzfOvQZedR6H ApIXmG5RiPIPGY5rZHJbjQ== 0000027116-01-500004.txt : 20010507 0000027116-01-500004.hdr.sgml : 20010507 ACCESSION NUMBER: 0000027116-01-500004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010504 ITEM INFORMATION: FILED AS OF DATE: 20010504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATRON SYSTEMS INC/DE CENTRAL INDEX KEY: 0000027116 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 952582922 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-07445 FILM NUMBER: 1623405 BUSINESS ADDRESS: STREET 1: 3030 ENTERPRISE CT CITY: VISTA STATE: CA ZIP: 92083 BUSINESS PHONE: 7607345454 MAIL ADDRESS: STREET 1: 3030 ENTERPRISE CT. CITY: VISTA STATE: CA ZIP: 93083 8-K 1 form8k.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) May 4, 2001 DATRON SYSTEMS INCORPORATED (Exact name of registrant as specified in its charter) Delaware 0-7445 95-2582922 ___________________________________________________________________________ (State or other (Commission File No.) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 3030 Enterprise Court Vista, California 92083 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (760) 734-5454 Item 5. Other Events. On May 4, 2001, David A. Derby, chairman, president and chief executive officer of Datron Systems Incorporated, responded to the letter dated April 24, 2001 from Duncan Soukup, managing director of Acquisitor Plc, previously made public by Acquisitor. A copy of Mr. Derby's letter is attached hereto as Exhibit 99.1. Item 7. Exhibits. 99.1 Letter from David A. Derby to Duncan Soukup dated May 4, 2001. [REST OF PAGE INTENTIONALLY LEFT BLANK] 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, thereto duly authorized. DATRON SYSTEMS INCORPORATED By: WILLIAM L. STEPHAN Name: WILLIAM L. STEPHAN Title: Vice President and Chief Financial Officer Date: May 4, 2001 EX-99 2 ex99.txt May 4, 2001 Mr. Duncan Soukup Acquisitor Plc 190 The Strand London WC2R 1JN England Dear Mr. Soukup: We are in receipt of your letter, dated April 24, 2001, by which you requested board representation. In view of Acquisitor's holding 411,400 shares of stock, or approximately 15%, the Board would be willing to add a qualified representative of Acquisitor to the Board of Directors of Datron Systems Incorporated provided Acquisitor agrees to drop its other requests as indicated below. The addition of one such director would provide Acquisitor representation on the Board in direct proportion to Acquisitor's stock ownership. As has been noted in some of our past conversations, we share a desire to enhance shareholder value. You are concerned with enhancing value for shareholders of Acquisitor, while our Board desires to enhance value for all the shareholders of Datron. The Board of Directors of Datron Systems does not find your corporate governance proposals consistent with the protection of all Datron shareholders, particularly minority shareholders. Accordingly, the Board does not support any of the corporate governance changes requested in your letter of April 24, 2001. If Acquisitor chooses to drop the requested changes and if Acquisitor has a suggested candidate for our Board, please provide this information and his or her qualifications at your earliest convenience. Very truly yours, D. A. DERBY D. A. DERBY Chairman, President Chief Executive Officer DAD:pf -----END PRIVACY-ENHANCED MESSAGE-----