425 1 a2053583z425.txt 425 Filed by Datron Systems Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14d-9(a) of the Securities Exchange Act of 1934. Subject Company: Datron Systems Incorporated Commission File No. 0-7445. The following 8-K was filed by Datron Systems, Inc. Item 5. OTHER EVENTS Merger agreement with The Titan Corporation As previously reported, Datron Systems Incorporated (the "Registrant") announced on June 25, 2001, that it had entered into an agreement and plan of merger and reoganization (the "Merger Agreement") with the Titan Corporation ("Titan") and GEM Acquisition Corp. ("Merger Sub"). Attached hereto as Exhibit 99.16 is the Merger Agreement. On June 28, 2001 Registrant received a letter from Frank C. Lanza, chairman and chief executive officer of L-3 Communications, in which he proposed that L-3 Commnunications acquire all of the Registrant's outstanding common stock and options to purchase common stock for $16.25 per share. On July 3, 2001, David A. Derby, chairman, president and chief executive officer of the Registrant responded to Mr. Lanza's June 28, 2001 letter. A copy of Mr. Lanza's and Mr. Derby's letters are attached hereto as Exhibit 99.17 and 99.18. Item 7. EXHIBITS 99.16 Agreement and Plan of Merger and Reorganization dated June 24, 2001 among Titan, Merger Sub and the Registrant. 99.17 Letter from Frank C. Lanza to David A. Derby dated June 28, 2001. 99.18 Letter from David A. Derby to Frank C. Lanza dated July 3, 2001. 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, thereto duly authorized. Date: July 2, 2001 DATRON SYSTEMS INCORPORATED By: David A. Derby ----------------------------- David A. Derby Chairman, President and Chief Executive Officer