-----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, Prd1XWkGkHIQMrEhZfxNLQu9ypGU/NRW77npbIBKfsEDISfnwX8nyHdRlMrq5ZVf bCd8JFwofrX7vF7k4Vr89Q== 0000912057-01-526682.txt : 20010807 0000912057-01-526682.hdr.sgml : 20010807 ACCESSION NUMBER: 0000912057-01-526682 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010806 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: 1698924 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 August 6, 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. 4) ------------------- 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. /X/ Amendment to Schedule 13D under Rule 13d-2. /X/ CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE RESULTS OF THE TENDER OFFER. This final Amendment to the Tender Offer Statement on Schedule TO (this "Schedule TO") relates to the expiration 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 was 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. The Offer expired at midnight New York City time on August 3, 2001. Titan accepted for payment all shares of common stock of Datron validly tendered and not properly withdrawn prior to the expiration of the Offer. The final exchange ratio in the Offer is 0.81919. 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. Item 11 is hereby amended and supplemented as follows: On August 6, 2001, Titan issued a press release announcing the expiration of the Offer and the acceptance for payment by Titan of all shares of Datron common stock tendered in the Offer. The press release is contained in Exhibit (a)(9) of this schedule TO and the information set forth in the press release is incorporated by reference. ITEM 12. EXHIBITS. EXHIBIT NUMBER DESCRIPTION - ------- ----------------------------------------------------------------------- (a)(8) Text of press release issued by Titan, dated August 6, 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: August 6, 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)(8) Text of press release issued by Titan, dated August 6, 2001. EX-99.(A)(8) 3 a2055838zex-99_a8.txt EXHIBIT 99(A)(8) Exhibit 99(a)(8) TITAN COMPLETES EXCHANGE OFFER FOR DATRON SYSTEMS INCORPORATED SAN DIEGO, CA - AUGUST 6, 2001 - THE TITAN CORPORATION (NYSE: TTN) today announced the expiration of the exchange offer by its wholly owned subsidiary, Gem Acquisition Corp., for all of the outstanding shares of Datron Systems Incorporated (Nasdaq: DTSI) common stock. The offer expired at midnight New York time on Friday, August 3, 2001. All shares validly tendered (and not properly withdrawn) prior to the expiration have been accepted for exchange and will be exchanged promptly for Titan shares and for cash for fractional shares. Approximately 2,019,260 shares were tendered (including through notices of guaranteed delivery) in the exchange offer prior to its expiration, which constitutes approximately 71.9% percent of the total number of outstanding shares of common stock of Datron. The pending merger of Datron and Gem Acquisition Corp., Titan's merger subsidiary, will be completed as soon as practicable subject to the terms of the Agreement and Plan of Merger and Reorganization among Datron, Gem and Titan and subject to applicable legal requirements. Once the pending merger becomes effective, Datron will become a wholly owned subsidiary of Titan. The information agent for the exchange offer is D.F. King & Co., Inc., 77 Water Street, 20th Floor, New York, NY 10005, telephone 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. 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 has been filed with and declared effective by 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. 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, telephone number: (858) 552-9500. 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, attention, Investor Relations. In addition to the 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, N.Y. and Chicago, Ill. 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. -----END PRIVACY-ENHANCED MESSAGE-----