SC TO-T/A 1 a2055279zscto-ta.txt SC TO-T/A ================================================================================ As filed with the Securities and Exchange Commission on August 1, 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. 3) ------------------- 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. 3 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 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 August 1, 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 August 1, 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 August 1, 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 31, 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 August 1, 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 August 1, 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 August 1, 2001).