EX-99 13 espp.txt ANNUAL REPORT OF ESPP ANNUAL REPORT For the fiscal year ended March 31, 2001 DATRON SYSTEMS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) Datron Systems Incorporated 3030 Enterprise Court, Vista, California 92083-8347 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) DATRON SYSTEMS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN Index To Financial Statements Page Independent Auditors' Report F-2 Financial Statements: Statements of Assets Available for Benefits F-3 Statements of Changes in Assets Available for Benefits F-4 Notes to Financial Statements F-5 Schedules: None All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or the notes thereto. F-1 INDEPENDENT AUDITORS' REPORT Datron Systems Incorporated Employee Stock Purchase Plan We have audited the accompanying statements of assets available for benefits of Datron Systems Incorporated Employee Stock Purchase Plan (the "Plan") as of March 31, 2001 and 2000 and the related statements of changes in assets available for benefits for each of the three years in the period ended March 31, 2001. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the assets available for benefits of the Plan as of March 31, 2001 and 2000, and the changes in assets available for benefits for each of the three years in the period ended March 31, 2001, in conformity with accounting principles generally accepted in the United States of America. DELOITTE & TOUCHE LLP San Diego, California June 8, 2001 F-2 DATRON SYSTEMS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS March 31, March 31, 2001 2000 Cash $38,897 $26,938 Participant contributions receivable 1,104 414 Assets available for benefits $40,001 $27,352
See accompanying notes to financial statements. F-3
DATRON SYSTEMS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS Years Ended March 31, 2001 2000 1999 Participant contributions $156,187 $88,600 $84,161 Benefits paid (134,006) (77,694) (74,294) Cash disbursements to employees withdrawing from the plan (9,532) (4,044) (16,909) Net increase (decrease) $12,649 $6,862 $(7,042) Assets available for benefits: Beginning of year 27,352 20,490 27,532 End of year $40,001 $27,352 $20,490
See accompanying notes to financial statements. F-4 DATRON SYSTEMS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS Note 1. Plan Description In August 1997, the stockholders of Datron Systems Incorporated (the "Company") adopted, effective July 1, 1997, the Datron Systems Incorporated Employee Stock Purchase Plan (the "Plan") under Section 423 of the Internal Revenue Code. The Plan is intended to provide eligible employees with the opportunity to acquire an equity interest in the Company through the acquisition of stock purchase rights. Employees are eligible to participate in the Plan if they have been employed a minimum of five months and work at least 20 hours per week. Eligible employees may use funds from accumulated payroll deductions to purchase shares of Company common stock at the end of six-month offering periods. They may contribute up to 10% of gross earnings toward such purchases, not to exceed $12,500 per offering period, and may purchase a maximum of 1,000 shares per offering period. The purchase price for the shares is 85% of the lesser of the fair market value of the common stock at the beginning of the offering period or at the end of the offering period. Shares purchased must be held for a minimum of three months before they can be sold. A total of 200,000 shares has been authorized for issuance under the Plan. Common stock issued under the Plan is summarized as follows:
2000 1999 1998 ------------------ ------------------ ----------------- Offering Shares Purchase Shares Purchase Shares Purchase Period Ended Issued Price Issued Price Issued Price June 30 7,938 $7.12 7,713 $4.68 6,648 $5.74 December 31 9,411 $8.23 6,698 $6.22 7,821 $4.62 Total 17,349 14,411 14,469
Note 2. Summary of Significant Accounting Policies Basis of Accounting The Plan's financial statements are prepared on the accrual basis of accounting. F-5 Administrative Expenses of the Plan All expenses incurred in the administration of the Plan are paid by the Company. Contributions Contributions to the Plan are made on a weekly basis as compensation is paid to participants. Income Taxes The Plan was established under Section 423 of the Internal Revenue Code and is, therefore, exempt from income taxes. F-6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Compensation Committee of the Datron Systems Incorporated Employee Stock Purchase Plan has duly caused this annual report to be signed by the undersigned thereunto duly authorized. DATRON SYSTEMS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN By: /s/ William L. Stephan Date: June 13, 2001 William L. Stephan Datron Systems Incorporated Employee Stock Purchase Plan Compensation Committee F-7 F-7