0000912057-01-525665.txt : 20011018
0000912057-01-525665.hdr.sgml : 20011018
ACCESSION NUMBER: 0000912057-01-525665
CONFORMED SUBMISSION TYPE: SC TO-T/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010730
SUBJECT COMPANY:
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: SC TO-T/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-12955
FILM NUMBER: 1691538
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: TITAN CORP
CENTRAL INDEX KEY: 0000032258
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 952588754
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC TO-T/A
BUSINESS ADDRESS:
STREET 1: 3033 SCIENCE PARK RD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 8585529500
MAIL ADDRESS:
STREET 1: 3033 SCIENCE PARK RD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121-
FORMER COMPANY:
FORMER CONFORMED NAME: ELECTRONIC MEMORIES & MAGNETICS CORP
DATE OF NAME CHANGE: 19850610
SC TO-T/A
1
a2055279zscto-ta.txt
SC TO-T/A
================================================================================
As filed with the Securities and Exchange Commission on July 27, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)
of the Securities Exchange Act of 1934
(Amendment No. 1)
-------------------
DATRON SYSTEMS INCORPORATED
(Name of Subject Company--Issuer)
-------------------
GEM ACQUISITION CORP.,
a wholly-owned subsidiary of The Titan Corporation
THE TITAN CORPORATION
(Name of Filing Persons--Offeror)
-------------------
COMMON STOCK,
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
-------------------
238173-10-8
(CUSIP Number of Class of Securities)
-------------------
NICHOLAS J. COSTANZA, ESQ.
THE TITAN CORPORATION
3033 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121-1199
TELEPHONE: (858) 552-9500
(Name,address and telephone number of person authorized to receive
notices and communications on behalf of Filing Person)
-------------------
COPIES TO:
Carl R. Sanchez, Esq.
Deyan P. Spiridonov, Esq.
Cooley Godward LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121
Telephone: (858) 550-6000
/_/ CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE
STATEMENT RELATES:
/X/ Third-party tender offer subject to Rule 14d-1.
/_/ Issuer tender offer subject to Rule 13e-4.
/_/ Going-private transaction subject to Rule 13e-3.
/_/ Amendment to Schedule 13D under Rule 13d-2.
/_/ CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE
RESULTS OF THE TENDER OFFER.
This Amendment No. 1 to the Tender Offer Statement on Schedule TO
(this "Schedule TO") relates to the commencement of an offer by The Titan
Corporation, a Delaware corporation ("Titan"), through its wholly-owned
subsidiary, Gem Acquisition Corp., a Delaware corporation ("Purchaser"), to
exchange all outstanding shares of common stock, par value $0.01 per share,
of Datron Systems Incorporated, a Delaware corporation ("Datron"), for shares
of common stock, par value $0.01 per share, of Titan ("Titan Common Stock"),
based on the exchange ratio described in the Prospectus referenced below (the
"Offer").
The Offer is made pursuant to an Agreement and Plan of Merger and
Reorganization, dated as of June 24, 2001, among Titan, Purchaser and Datron,
which contemplates the Offer and the merger of Purchaser into Datron (the
"Merger"). Titan has filed a registration statement with the Securities and
Exchange Commission on Form S-4, as amended, relating to the shares of Titan
Common Stock to be issued to stockholders of Datron in the Offer and the
Merger (the "Registration Statement"). The terms and conditions of the Offer
and the Merger are described in the prospectus (as may from time to time be
amended, supplemented or finalized) which is a part of the Registration
Statement (the "Prospectus"), and the related Letter of Transmittal, which
are Exhibits (a)(1) and (a)(2) hereto.
All of the information in the Prospectus and the related Letter of
Transmittal, and any prospectus supplement or other amendment thereto related to
the Offer hereafter filed with the Securities and Exchange Commission by Titan
and Purchaser, is hereby incorporated by reference in answer to Items 2 through
11 of this Schedule TO.
ITEM 12. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------------------------------------------
(a)(1) Prospectus relating to shares of Titan common stock to be issued
in the Offer and the Merger (incorporated by reference from Titan's
Registration Statement on Form S-4, as amended, filed on July 27,
2001).
(a)(2) Form of Letter of Transmittal (incorporated by reference from Exhibit
99.1 to Titan's Registration Statement on Form S-4, as amended, filed
on July 27, 2001).
(h)(1) Opinion of Cooley Godward LLP regarding material federal income tax
consequences of the Offer and the Merger (incorporated herein by
reference from Exhibit 8.1 to Titan's Registration Statement on Form
S-4, as amended, filed on July 27, 2001).
(h)(2) Opinion of Heller Ehrman White & McAuliffe LLP regarding material
federal income tax consequences of the Offer and the Merger
(incorporated herein by reference from Exhibit 8.2 to Titan's
Registration Statement on Form S-4, as amended, filed on July 27,
2001).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2001
THE TITAN CORPORATION
By: /s/ Mark W. Sopp
-----------------------------
Name: Mark W. Sopp
Title: Senior Vice President and
Chief Financial Officer
GEM ACQUISITION CORP.
By: /s/ Mark W. Sopp
-----------------------------
Name: Mark W. Sopp
Title: Chief Financial Officer
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------------------------------------------
(a)(1) Prospectus relating to shares of Titan common stock to be issued
in the Offer and the Merger (incorporated by reference from Titan's
Registration Statement on Form S-4, as amended, filed on July 27,
2001).
(a)(2) Form of Letter of Transmittal (incorporated by reference from Exhibit
99.1 to Titan's Registration Statement on Form S-4, as amended, filed
on July 27, 2001).
(h)(1) Opinion of Cooley Godward LLP regarding material federal income tax
consequences of the Offer and the Merger (incorporated herein by
reference from Exhibit 8.1 to Titan's Registration Statement on Form
S-4, as amended, filed on July 27, 2001).
(h)(2) Opinion of Heller Ehrman White & McAuliffe LLP regarding material
federal income tax consequences of the Offer and the Merger
(incorporated herein by reference from Exhibit 8.2 to Titan's
Registration Statement on Form S-4, as amended, filed on July 27,
2001).