0000912057-01-525775.txt : 20011018 0000912057-01-525775.hdr.sgml : 20011018 ACCESSION NUMBER: 0000912057-01-525775 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 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: 1693045 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 30, 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. 2) ------------------- 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. 2 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 have been filed as Exhibits (a)(1) and (a)(2) to this Schedule TO. 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 11. ADDITIONAL INFORMATION. On July 30, 2001, Titan issued a press release announcing that on July 27, 2001, it fixed the Titan common stock price for use in computing the exchange ratio for the Offer. The press release is contained in Exhibit (a)(7) of this Schedule TO and the information set forth in the press release is incorporated herein by reference. ITEM 12. EXHIBITS. EXHIBIT NUMBER DESCRIPTION ------- ----------------------------------------------------------------------- (a)(7) Text of press release issued by Titan, dated July 30, 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 30, 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)(7) Text of press release issued by Titan, dated July 30, 2001. EX-99.A7 3 a2055457zex-99_a7.txt EXHIBIT 99(A)(7) EXHIBIT (a)(7) TITAN FIXES TITAN COMMON STOCK PRICE FOR EXCHANGE OFFER FOR DATRON SYSTEMS INCORPORATED SAN DIEGO, JULY 30, 2001/PRNEWSWIRE/ - THE TITAN CORPORATION (NYSE: TTN) today announced that it has fixed the Titan common stock price for use in computing the exchange ratio for its exchange offer to acquire all the outstanding shares of common stock of Datron Systems Incorporated (Nasdaq: DTSI). The exact exchange ratio will be computed based upon $19.54, the average closing sales price for shares of Titan common stock during the 10-day trading period ending on July 27, 2001. The offer is being made through Gem Acquisition Corp., a wholly-owned subsidiary of Titan, pursuant to the Agreement and Plan of Merger, dated as of June 24, 2001, among Titan, Datron and Gem Acquisition Corp. It is conditioned, among other things, upon necessary regulatory approvals being obtained and at least a majority of the total number of outstanding shares of Datron being tendered and not withdrawn as of the date the offer expires. The offer commenced on July 9, 2001 and is scheduled to expire at midnight New York City time, on August 3, 2001, unless extended. Under the terms of the merger agreement, the exchange ratio (rounded to the fifth decimal point) is determined by dividing (1) $51,226,912 divided by the number of shares of Datron common stock outstanding as of, or issuable upon the exercise of stock options or other rights to acquire shares of Datron common stock outstanding as of, the date that shares of Datron common stock are accepted for payment pursuant to the exchange offer, by (2) $19.54. As of July 27, 2001, the number of shares of Datron common stock outstanding, or issuable upon the exercise of stock options or other rights to acquire shares of Datron common stock, was 3,200,734. Computed as of July 27, 2001, the exchange ratio in the offer was 0.81883, and Titan does not expect the exchange ratio to be materially different at the closing of the exchange offer. A registration statement related to these securities, as amended, has been filed with the Securities and Exchange Commission. The registration statement may be obtained free at the SEC's web site at www.sec.gov. The registration statement may also be obtained for free from Titan by directing your request to Investor Relations at www.titan.com or to The Titan Corporation, Investor Relations, 3033 Science Park Road, San Diego, California 92121-1199, Attn: Rochelle R. Bold, Vice President, Investor Relations, (858) 552-9400. The information agent for the offer is D.F. King & Co., Inc., 77 Water Street, 20th Floor, New York, New York 10005, (800) 848-3409. Headquartered in San Diego, The Titan Corporation creates, builds and launches technology-based businesses, offering innovative technical solutions. Three of Titan's four core businesses develop and deploy communications and information technology solutions and services. In addition, Titan's SureBeam (Nasdaq: SURE) www.surebeamcorp.com subsidiary markets the leading technology for the electronic pasteurization of food products and Titan is continually identifying promising technologies suitable for commercialization. 1. Founded in 1969 as a defense contractor, Datron has pioneered the development of antennas to track airborne rockets, missiles, weaponry, and spacecraft. Datron has developed expertise in remote sensing, image processing, satellite tracking and antenna manufacturing with products including remote sensing satellite earth stations, image processing software, tracking systems, and voice and data communication radio products. A registration statement relating to these securities, as amended, has been filed with the Securities and Exchange Commission. In addition, The Titan Corporation has filed a Schedule TO, and Datron Systems Incorporated has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission in connection with the transaction. The Prospectus, Schedule 14D-9 and related tender offer materials have been mailed to stockholders of Datron. These documents contain important information about the transaction. Investors and security holders are urged to read these documents carefully. Investors and security holders may obtain free copies of these documents through the website maintained by the U.S. Securities and Exchange Commission at www.sec.gov. Free copies of these documents may also be obtained from Datron Systems Incorporated by directing a request to the Investor Relations section of Datron's website at www.dtsi.com or by mail to Datron Systems Incorporated, 3030 Enterprise Court, Vista, CA 92083, attn: Investor Relations. In addition to the registration statement, Schedule TO, Prospectus and Schedule 14D-9, Titan and Datron file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by Titan or Datron at the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the commission's other public reference rooms in New York, New York or Chicago, Illinois. Please call the Securities and Exchange Commission at (800) SEC-0330 for further information on the public reference rooms. Titan's and Datron's filings with the Securities and Exchange Commission are also available to the public from commercial document-retrieval services and at the website maintained by the commission at http://www.sec.gov. 2.