-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S0MZLJBx/5L1HK9c48W0PDO9O3HKaibvgPwkBQMKrMk4SAaNb/tS0IFWj4MUWJTm +lhQiR7Te+grL+Zhi3KlbA== 0000912057-01-526154.txt : 20010802 0000912057-01-526154.hdr.sgml : 20010802 ACCESSION NUMBER: 0000912057-01-526154 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010801 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-12955 FILM NUMBER: 1695341 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: 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 14D9/A 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 SC 14D9/A 1 a2055597zsc14d9a.txt SCHEDULE 14D9/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO SCHEDULE 14D-9 (RULE 14D-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ DATRON SYSTEMS INCORPORATED (Name of Subject Company) DATRON SYSTEMS INCORPORATED (Name of Person(s) Filing Statement) ------------------------ DATRON COMMON STOCK, PAR VALUE $0.01 (Title of Class of Securities) ------------------------ 2381 73 108 (CUSIP Number of Class of Securities) ------------------------ DAVID A. DERBY CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER DATRON SYSTEMS INCORPORATED 3030 ENTERPRISE COURT VISTA, CALIFORNIA 92083 (760) 734-5454 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) WITH COPIES TO: STEPHEN E. NEWTON, ESQ. CARL R. SANCHEZ, ESQ. HELLER EHRMAN WHITE & MCAULIFFE LLP DEYAN P. SPIRIDONOV, ESQ. 601 S. FIGUEROA STREET, 40TH FLOOR COOLEY GODWARD LLP LOS ANGELES, CALIFORNIA 90017 4365 EXECUTIVE DRIVE, SUITE 1100 (213) 689-0200 SAN DIEGO, CALIFORNIA 92121 (858) 550-6000
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Statement on Schedule 14D-9 is being provided to the stockholders of Datron Systems Incorporated in connection with the exchange offer being made by The Titan Corporation to holders of Datron's Common Stock. The Exchange Offer is described in Titan's Prospectus and other offering documents accompanying this Statement. The purpose of this Statement, which is required to be prepared under applicable Securities and Exchange Commission rules, is to, among other things, communicate to Datron stockholders their board of director's recommendation with respect to Titan's exchange offer. For the reasons described in this Statement, Datron's board unanimously recommends acceptance of Titan's exchange offer. ITEM 1. SUBJECT COMPANY INFORMATION The name of the subject company is Datron Systems Incorporated, a Delaware corporation ("Datron"). Datron's principal executive offices are located at 3030 Enterprise Court, Vista, California 92083. Datron's telephone number is (760) 734-5454. Its website address is www.dtsi.com. The class of equity securities to which this Statement relates is the common stock, par value $0.01 per share, of Datron (including the associated preferred stock purchase rights, the "Datron Common Stock"). As of July 6, 2001, 2,758,257 shares of Datron Common Stock (the "Shares") were outstanding. 2 ITEM 8. ADDITIONAL INFORMATION This Amendment No. 1 to Schedule 14D-9 (the "Amendment") amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed by Datron Systems Incorporated, a Delaware corporation ("Datron"), with the Securities and Exchange Commission on July 9, 2001 (the "Schedule 14D-9") relating to the offer by The Titan Corporation, a Delaware corporation ("Titan"), through its wholly-owned subsidiary, Gem Acquisition Corp., a Delaware corporation ("Purchaser"), disclosed in a tender offer statement on Schedule TO, dated July 9, 2001, as amended, (the "Offer"). The Offer is made pursuant to an Agreement and Plan of Merger and Reorganization, dated as of June 24, 2001, among Titan, Datron and Purchaser. Titan has filed a registration statement on From S-4 with the Securities and Exchange Commission, as amended, relating to the Offer and subsequent merger of Purchaser with and into Datron. All of the information in the Schedule 14D-9 is hereby incorporated by reference in answers to Items 2 through 8. On July 31, 2001, Datron issued a press release announcing its financial results for the quarter ended June 30, 2001. The press release is contained as Exhibit a(35) of this Amendment and the information set forth in the press release is incorporated herein by reference. On August 1, 2001, Datron held an investor conference call to discuss the financial results for the quarter ended June 30, 2001. Portions of the script relating to the Offer is contained as Exhibit (a)(36) of this Amendment and information set forth in the portion of the script that is filed as Exhibit (a)(36) is incorporated herein by reference. 3 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS The following are exhibits to this Statement:
EXHIBIT NO. DESCRIPTION - --------------------- - ------------------------------------------------------------ *(a)(1) Prospectus dated July 9, 2001 (incorporated herein by reference to the prospectus included in the Registration Statement on Form S-4 of Titan filed on July 9, 2001). *(a)(2) Chairman's Letter to Stockholders of Datron dated July 9, 2001. *(a)(3) Form of Letter of Transmittal (incorporated herein by reference to Exhibit 99.1 to the Registration Statement on Form S-4 of Titan filed on July 9, 2001). *(a)(4) Information Statement pursuant to Section 14(f) of the Exchange Act (included as Schedule I to this Statement). *(a)(5) Opinion of Philpott Ball & Werner to the board of directors of Datron, dated June 22, 2001 (incorporated herein by reference to Annex C to the prospectus included in the Registration Statement on Form S-4 of Titan filed on July 9, 2001). *(a)(6) Agreement and Plan of Merger and Reorganization, dated as of June 24, 2001, among Titan, Purchaser and Datron (incorporated herein by reference to Annex A to the prospectus included in the Registration Statement on Form S-4 of Titan filed on July 9, 2001). *(a)(7) Form of Stockholder Tender Agreement (incorporated herein by reference to Annex B to the prospectus included in the Registration Statement on Form S-4 of Titan filed on July 9, 2001). *(a)(8) Form of Notice to Guaranteed Delivery (incorporated herein by reference to Exhibit 99.2 to the Registration Statement on S-4 of Titan filed on July 9, 2001). *(a)(9) Form of Letter to Brokers, Dealers, etc. (incorporated herein by reference to Exhibit 99.3 to the Registration Statement on Form S-4 of Titan filed on July 9, 2001). *(a)(10) Form of Letter to Clients (incorporated herein by reference to Exhibit 99.4 to the Registration Statement on Form S-4 of Titan filed on July 9, 2001). *(a)(11) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit 99.5 to the Registration Statement on Form S-4 of Titan filed on July 9, 2001). *(a)(12) Press Release of Datron dated June 25, 2001 (incorporated herein by reference to Datron's Form 425 filed on June 25, 2001) *(a)(13) Press Release issued by Titan on June 25, 2001 (incorporated herein by reference to Titan's Form 425 filed on June 25, 2001). *(a)(14) Letter from Duncan Soukup to Datron Board of Directors dated May 31, 2001, including an attached letter from Frank C. Lanza to C. Duncan Soukup dated May 30, 2001 (incorporated herein by reference to Exhibit 99.15 to Datron's Current Report on Form 8-K filed on June 27, 2001). *(a)(15) Letter from Frank C. Lanza to David A. Derby dated June 11, 2001 (incorporated herein by reference to Exhibit 99.14 to Datron's Current Report on Form 8-K filed on June 27, 2001).
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EXHIBIT NO. DESCRIPTION - --------------------- - ------------------------------------------------------------ *(a)(16) Letter from George M. Ball to Frank C. Lanza dated June 13, 2001 (incorporated herein by reference to Exhibit 99.13 to Datron's Current Report on Form 8-K filed on June 27, 2001). *(a)(17) Letter from Frank C. Lanza to George M. Ball dated June 25, 2001 (incorporated herein by reference to Exhibit 99.12 to Datron's Current Report on Form 8-K filed on June 27, 2001). *(a)(18) Letter from Victor A. Hebert to Frank Lanza dated June 26, 2001 (incorporated herein by reference to Exhibit 99.11 to Datron's Current Report on Form 8-K filed on June 27, 2001). *(a)(19) Press Release of Datron dated July 3, 2001 (incorporated by reference to Datron's Form 425 filed on July 3, 2001). *(a)(20) Press Release of Datron dated July 5, 2001 (incorporated by reference to Datron's Form 425 filed on July 5, 2001). *(a)(21) Letter from Frank C. Lanza to David Derby dated June 28, 2001 (incorporated herein by reference to Exhibit 99.17 to Datron's Current Report on Form 8-K filed on July 3, 2001). *(a)(22) Letter from David A. Derby to Frank C. Lanza dated July 3, 2001 (incorporated herein by reference to Exhibit 99.18 to Datron's Current Report on 8-K filed on July 3, 2001). *(a)(23) Amended and Restated 1985 Stock Option Plan (incorporated herein by reference to Exhibit 10.36 to Datron's Registration Statement on Form S-8 filed on April 16, 1993). *(a)(24) Datron 1988 Key Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.5 to Datron's Registration Statement on Form S-8 filed on March 22, 1988). *(a)(25) Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.18 to Datron's Registration Statement on Form S-1 (File Number 33-33453) filed on February 9, 1990). (a)(26) Datron Employee Stock Purchase Plan (Adopted Effective July 1, 1997) (incorporated herein by reference to Exhibit 10.58 to Datron's Annual Report on Form 10-K for the fiscal year ended March 31, 1997). *(a)(27) Severance Agreement, dated August 17, 1998, between Datron and William L. Stephan (incorporated herein by reference to Exhibit 10.70 to Datron's Annual Report on Form 10-K for the fiscal year ended March 31, 1999). *(a)(28) Amended and Restated 1995 Stock Option Plan (incorporated herein by reference to Exhibit 10.71 to Datron's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999). *(a)(29) Amended and Restated Employment Agreement, dated as of September 7, 1999, between Datron and David A. Derby (incorporated herein by reference to Exhibit 10.72 to Datron's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999). *(a)(30) Stockholder Rights Agreement dated as of September 5, 2000 (incorporated herein by reference to Exhibit 4.1 to Datron's Current Report on Form 8-K dated August 30, 2000). *(a)(31) First Amendment to Rights Agreement adopted by written consent of the board of directors on June 22, 2001. *(a)(32) Amendment to Datron 1985 Stock Option Plan adopted by written consent of the board of directors on June 22, 2001.
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EXHIBIT NO. DESCRIPTION - --------------------- - ------------------------------------------------------------ *(a)(33) Amendment to Datron 1995 Stock Option Plan adopted by written consent of the board of directors on June 22, 2001. *(a)(34) Amendment to Employee Stock Purchase Plan adopted by written consent of the board of directors on June 22, 2001. (a)(35) Press release issued by Datron Systems Incorporated dated July 31, 2001. (a)(36) Portion of the script from the August 1, 2001 investor conference call.
- ------------------------ * Previously filed. 6 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. August 1, 2001 DATRON SYSTEMS INCORPORATED By: /s/ David A. Derby David A. Derby CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
7 EX-99.(A)(35) 3 a2055597zex-99_a35.txt EXHIBIT 99.(A)(35) FOR: DATRON SYSTEMS INCORPORATED CONTACT: William L. Stephan Chief Financial Officer (760) 734-5454 www.dtsi.com Tripp Sullivan CORPORATE COMMUNICATIONS, INC. (615) 254-3376 tripp.sullivan@cci-ir.com DATRON SYSTEMS ANNOUNCES RESULTS FOR FIRST QUARTER FISCAL 2002 NET SALES IN LINE WITH ANALYST ESTIMATES AT $10.6 MILLION VISTA, CALIFORNIA, July 31, 2001 -- Datron Systems Incorporated (Nasdaq: DTSI) today announced results for its first quarter ended June 30, 2001. Net loss for the quarter was $1,121,000, or $0.41 per diluted share, compared with a net loss in the first quarter last fiscal year of $327,000, or $0.12 per diluted share. Excluding merger-related expenses, net loss for the quarter was approximately $892,000, or $0.32 per diluted share. Net sales for the first quarter were $10,609,000 compared with first quarter net sales last fiscal year of $13,354,000. The decline in sales was primarily due to lower sales of antenna systems and mobile broadband communication products. The larger net loss was primarily due to lower gross profits on the lower sales as well as expenses of approximately $381,000 ($229,000, or $0.08 per diluted share, after tax) related to the planned merger with The Titan Corporation, partially offset by lower research and development expenses. Order backlog at June 30, 2001 was $12.7 million compared with order backlog at June 30, 2000 of $27.0 million and order backlog at March 31, 2001 of $16.0 million. The decrease from a year ago was primarily due to continued softness in the market for antenna systems, low first quarter bookings of radio communication products compared with strong bookings of those products in the comparable quarter last fiscal year, and the absence of microwave product orders due to the sale of that product line in the third quarter last fiscal year. The decrease from March 31, 2001 was primarily due to continued softness in the market for antenna systems and the reversal of $1.4 million of broadband satellite antennas due to the contract cancellation issued by Rockwell Collins. David A. Derby, chairman, president and chief executive officer, stated, "The reduced sales in our antenna systems business were in line with expectations we expressed in our fourth quarter earnings release and subsequent conference call and also in line with analyst estimates. We expect the softness in this product line to continue through the first half of our fiscal year with opportunities for improvement in the second half. Radio product sales and new orders for the first quarter were somewhat lower than our expectations; however, we believe this was primarily due to timing issues. New order prospects for the rest of fiscal 2002 remain strong and support our expectations for improved radio product sales and earnings during the second half." Commenting on the previously announced agreement with Titan for its acquisition of Datron for Titan stock, Mr. Derby added, "The ten-day pricing period for Titan stock closed on July 27, 2001 with an average price of $19.54 per share. This results in an exchange ratio of 0.81919 shares of Titan stock for each share of Datron stock or the equivalent of $16.01 per share. We believe this exchange ratio to be beneficial to all Datron stockholders and look forward to the successful completion of this transaction." INVESTOR CONFERENCE CALL AND SIMULCAST Datron Systems will conduct a conference call at 11:00 am EDT on August 1, 2001 to discuss first quarter results. The number to call for this interactive teleconference is (913) 981-5532. A replay of the conference will be available until August 6, 2001 by dialing (719) 457-0820 and entering the pass code, 473603. The Company will also provide an online Web simulcast and rebroadcast of its conference call. The live broadcast of Datron's conference call will be available online at the Company's Web site at www.dtsi.com, as well as at www.streetevents.com on August 1, 2001, beginning at 11:00 am EDT. The online replay will follow shortly after the call and continue through August 15, 2001. The Titan Corporation 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.surebeam.com subsidiary markets the leading technology for the electronic pasteurization of food products and Titan is continually identifying promising technologies suitable for commercialization. Datron Systems Incorporated Datron Systems provides products and services addressing the needs of emerging satellite and radio communication markets. From facilities in Simi Valley and Vista, California, the Company supplies satellite tracking antenna systems, earth stations, and voice and data communication radios to worldwide markets. Datron was the first company to bring live satellite TV to passengers on a commercial airline and is now uniquely positioned as a provider of broadband satellite tracking antennas for mobile customers in the land, sea and air markets. Datron is playing a vital leadership role in the broadband revolution that will see a seamless convergence of voice, video and data services. THIS NEWS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS. A VARIETY OF FACTORS COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER FROM THE ANTICIPATED RESULTS EXPRESSED IN SUCH FORWARD-LOOKING STATEMENTS. THESE INCLUDE, AMONG OTHERS, UNCERTAINTIES STEMMING FROM THE DEPENDENCE OF THE COMPANY ON FOREIGN SALES AND ON LARGE ORDERS FROM A RELATIVELY SMALL NUMBER OF CUSTOMERS, RISKS RELATING TO THE DECLINE IN THE COMPANY'S TRADITIONAL DEFENSE BUSINESS AND THE COMPANY'S EFFORTS TO DEVELOP AND MARKET CONSUMER PRODUCTS, LACK OF TIMELY DEVELOPMENT OR CUSTOMER ACCEPTANCE OF NEW PRODUCTS, CHANGES IN OR UNAVAILABILITY OF PRODUCTS AND SERVICES OFFERED BY SATELLITE SERVICE PROVIDERS AND THEIR RELATED SUPPLIERS, WORLDWIDE ECONOMIC DOWNTURNS AND CURRENCY DEVALUATIONS, RESTRICTIONS THAT MAY BE IMPOSED BY THE U.S. GOVERNMENT ON THE EXPORT OF COMPANY PRODUCTS, AND THE IMPACT OF COMPETITION. FOR MORE INFORMATION, PLEASE REVIEW THE COMPANY'S PERIODIC REPORTS UNDER THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING WITHOUT LIMITATION THE INVESTMENT CONSIDERATIONS SET FORTH IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K. THE SAFE HARBOR PROVIDED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, BY ITS TERMS, DOES NOT APPLY TO THE EXCHANGE OFFER. # # # # DATRON SYSTEMS INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)
THREE MONTHS ENDED JUNE 30, 2001 2000 ------------ ----------- Net sales $10,609 $13,354 Cost of sales 8,102 9,946 ------------ ----------- Gross profit 2,507 3,408 Selling, general and administrative 3,655 2,996 Research and development 708 1,023 ------------ ----------- Operating loss (1,856) (611) Interest expense (52) (53) Interest income 62 130 Other income (expense) 21 (8) ------------ ----------- Loss before income taxes (1,825) (542) Income taxes (benefit) (704) (215) ------------ ----------- Net loss ($1,121) ($327) ============ =========== Loss per common share--basic ($0.41) ($0.12) ============ =========== Weighted average number of common shares outstanding 2,752 2,721 ============ =========== Loss per common share--diluted ($0.41) ($0.12) ============ =========== Wtd. average number of common and common equiv. shares outstanding 2,752 2,721 ============ ===========
DATRON SYSTEMS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
JUNE 30, 2001 MARCH 31, (UNAUDITED) 2001 ------------ ------------ ASSETS Cash and cash equivalents $3,678 $8,380 Accounts receivable, net 17,137 19,652 Inventories 12,803 11,495 Other current assets 3,661 2,919 ------------ ------------ Total current assets 37,279 42,446 Property, plant and equipment, net 8,771 9,004 Other assets 5,866 5,819 ------------ ------------ Total assets $51,916 $57,269 ============ ============ LIABILITIES AND EQUITY Current liabilities $10,847 $15,168 Long-term debt 2,958 2,984 Deferred income taxes 1,481 1,481 Deferred rent 159 150 ------------ ------------ Total liabilities 15,445 19,783 Stockholders' equity 36,471 37,486 ------------ ------------ Total liabilities and equity $51,916 $57,269 ============ ============
# # # # # EX-99.(A)(36) 4 a2055597zex-99_a36.txt EXHIBIT 99.(A)(36) EXHIBIT 99 (a)(36) CONCLUDING REMARKS - DAVID DERBY The Datron Systems of today is a vastly different and much improved company from what it was three years ago. We have created a strong financial foundation, developed technological advantages that should create significant revenue and earnings drivers and streamlined the company to focus on strategic opportunities in three areas - public safety wireless network, or PSWN, radios; broadband satellite antennas for airlines and military transports; and low-profile direct broadcast satellite, or DBS, TV products. Clearly, the Titan Corporation has recognized the value we have created in Datron and believes as we do that joining together is the best way to optimize the investments we have made in developing products for airborne broadband and public safety wireless network markets. The proposed merger leverages Titan's greater financial and marketing resources and our technology innovations to address the billion dollar opportunities represented by the broadband airborne antenna and PSWN radio markets. Titan offers a strategic fit for all of Datron's product lines - mobile broadband communications, antenna and imaging systems, and voice and data radio communications equipment - that should allow for continued product development, increased market share and expansion into new markets. Titan and Datron have partnered in the past in pursuit of contracts for sophisticated DoD systems. We have complementary product lines for military and government applications, and the integration of those products will offer enhanced opportunities in the government and military markets. The Titan agreement is a firm offer at a fair price. Both long-term and short-term shareholder value is maximized because the structure allows flexibility in tax planning for all stockholders. Pursuant to terms of the agreement and based upon the average closing price of Titan's stock for the 10 trading days ended last Friday, July 27, Datron's stockholders will receive 0.81919 shares of Titan stock for each share of Datron stock, or the equivalent of $16.01 per share. Titan is currently conducting their solicitation for their tender offer, and it is expected to conclude on August 3. We encourage all Datron stockholders to tender their shares in this transaction. -----END PRIVACY-ENHANCED MESSAGE-----