8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 1995 DATUM INC. (Exact name of Registrant as specified in charter) _______ Delaware 0-6272 95-2512237 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1363 South State College Boulevard, Anaheim, California 92806-5790 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 533-6333 Not Applicable (Former name or former address, if changed, since last report.) Page 1 of 6 Pages Exhibit Index on Sequentially Numbered Page 6 2 Item 2. Acquisitions or Disposition of Assets. Acquisition of EFRATOM Time and Frequency Products, Inc. and Efratom Elektronik GmbH. Effective March 17, 1995, Datum Inc. (the "Registrant") acquired all of the outstanding capital stock of EFRATOM Time and Frequency Products, Inc., a Colorado corporation, and Efratom Elektronik GmbH, a corporation organized under the laws of the Republic of Germany (collectively "Efratom"), each, a wholly-owned subsidiary of Efratom Holding, Inc., a Colorado corporation ("Efratom Holding"), a wholly-owned subsidiary of Ball Corporation, an Indiana corporation ("Ball"), from Efratom Holding in accordance with the terms and conditions of the Stock Purchase Agreement, dated as of October 20, 1994 (the "Stock Purchase Agreement"), by and among the Registrant, Efratom Holding and Ball. Efratom manufactures and sells precision timing devices to public and private entities throughout the world. The Registrant intends that Efratom will continue to manufacture and sell such products. Pursuant to the Stock Purchase Agreement, the Registrant acquired the capital stock of Efratom from Efratom Holding for a purchase price (the "Purchase Price") of $15,000,000 cash and 1,277,778 shares of the Registrant's Common Stock. The cash portion of the Purchase Price is subject to later adjustment as determined by a working capital adjustment pursuant to Section 1.4 of the Stock Purchase Agreement. The Purchae Price, and all other terms and conditions of the Stock Purchase Agreement were determined pursuant to arms-length negotiation between the parties to the transaction. The funds used by the Registrant to pay the cash portion of the Purchase Price were borrowed by the Registrant from Wells Fargo Bank, N.A., pursuant to a Credit Agreement, dated December 16, 1994. The acqusition of Efratom is more fully described in the Registrant's Proxy Statement for its Special Meeting of March 16, 1995, which was filed with the Commission on February 17, 1995 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The financial statements listed below previously have been filed with the Commission in the Registrant's Proxy Statement for its Special Meeting of Stockholders, filed with the Commission on February 17, 1995 and are incorporated herein by reference. (a) Financial Statements of Business Acquired. Report of Independent Accountants Combined Balance Sheet at October 30, 1994 and December 31, 1993 Combined Statement of Earnings For the Ten Months Ended October 30, 1994 and For Each Of The Two Years In The Period Ended December 31, 1993 Combined Statement of Cash Flows For the Ten Months Ended October 30, 1994 and For Each of the Two Years In The Period Ended December 31, 1993 2 3 Combined Statement of Changes in Invested Equity For the Ten Months Ended October 30, 1994 and For Each of the Two Years In The Period Ended December 31, 1993 Notes to Combined Financial Statements Unaudited Combined Balance Sheet at October 31, 1993 Unaudited Combined Statement of Earnings For the Ten Months Ended October 31, 1993 Unaudited Combined Statement of Cash Flows For the Ten Months Ended October 31, 1993 Unaudited Combined Statement of Changes in Invested Equity for the Ten Months Ended October 31, 1993 Notes to Unaudited Interim Combined Financial Statements (b) Pro Forma Financial Information. Pro Forma Condensed Income Statement For the Year Ended December 31, 1993 Pro Forma Condensed Income Statement For the Nine Months Ended September 30, 1994 Pro Forma Condensed Balance Sheet as of September 30, 1994 3 4 (c) Exhibits. Exhibit Number -------- 2.1 Stock Purchase Agreement dated October 20, 1994 and effective March 17, 1995 by and among Ball Corporation, Efratom Holding, Inc. and the Registant (incorporated by reference to Exhibit 10.31 to the Registrant's Form 10-Q for the quarter ended September 30, 1994). 10.30 Credit Agreement dated as of December 16, 1994, by and between the Registrant and Wells Fargo Bank, National Association (incorporated by reference to the same numbered exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994). 23.1 Consent of Independent Accountants (to be filed by amendment). 99.1 Financial Statements described in Item 7 above (incorporated by reference to the Registrant's Proxy Statement for its Special Meeting of Stockholders of March 16, 1995, filed with the Commission February 17, 1995). 4 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 27, 1995 DATUM INC. /s/ Louis B. Horwitz ------------------------- Louis B. Horwitz Chairman and President 5 6 INDEX TO EXHIBITS Sequentially Numbered Exhibit Description Page -------- ----------- ------------ 2.1 Stock Purchase Agreement dated October 20, 1994 and effective March 17, 1995 by and among Ball Corporation, Efratom Holding, Inc. and the Registrant (incorporated by reference to Exhibit 10.31 to the Registrant's Form 10-Q for the quarter ended September 30, 1994) -- 10.30 Credit Agreement dated as of December 16, 1994, by and between the Registrant and Wells Fargo Bank, National Association (incorporated by reference to the same numbered exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994). -- 23.1 Consent of Independent Accountants * 99.1 Financial Statements described in Item 7 above (incorpo- rated by reference to the Registrant's Proxy Statement for its Special Meeting of Stockholders, filed with the Commission February 17, 1995) -- _______________ * To be filed by amendment. 6