UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDMENT #1
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Commission File
Ended March 31, 1997 Number 0-7445
DATRON SYSTEMS INCORPORATED
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-2582922
---------- ----------
(State of Incorporation) (I.R.S. Employer Ident.No.)
304 Enterprise Street, Escondido, California 92029-1297
- -------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (760) 747-3734
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01
-----------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No__.
Indicate by check mark if disclosure of delinquent filings pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ( X )
The aggregate market value of the voting stock (which consists solely of
shares of Common Stock) held by non-affiliates of the registrant as of
June 17, 1997 was $25.6 million, based on the closing price on that date
on the Nasdaq Stock Market.
The number of shares outstanding of each of the registrant's classes of
common stock as of June 17, 1997 was: Common Stock, par value $0.01 --
2,664,416 shares.
DOCUMENTS INCORPORATED BY REFERENCE
1. Certain portions of registrant's Annual Proxy Statement to be filed
pursuant to Regulation 14A of the Securities Exchange Act of 1934,
as amended, in connection with the Annual Meeting of Stockholders
of the registrant to be held August 18, 1997 are incorporated by
reference into Part III of this report.
2. Items contained in the above-referenced document which are not
specifically incorporated by reference are not included in this
report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 26, 1997 DATRON SYSTEMS INCORPORATED
By: /s/ DAVID A. DERBY
David A. Derby
President, Chief Executive
Officer and Director
DATRON SYSTEMS INCORPORATED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION> Stock Option Plan
Additional and Stock Purchase
Common Stock Paid-In Retained Treasury Plan Notes
Shares Par Value Capital Earnings Stock Receivable Total
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at April 1, 1994 2,508,514 $30,000 $10,475,000 $21,470,000 ($3,210,000) ($164,000) $28,601,000
Stock issued in connection
with acquisition of business 20,689 1,000 174,000 175,000
Purchase of treasury stock (4,472) (51,000) (51,000)
Stock options exercised
for treasury stock and
tax benefits 34,892 (62,000) 282,000 220,000
Net income 3,920,000 3,920,000
--------------------------------------------------------------------------------------------
Balance at March 31, 1995 2,559,623 31,000 10,587,000 25,390,000 (2,979,000) (164,000) 32,865,000
Purchase of treasury stock (4,401) (51,000) (51,000)
Stock options exercised
for treasury stock and
tax benefits 48,970 (37,000) 397,000 (80,000) 280,000
Stock option compensation 18,000 18,000
Net loss (1,241,000) (1,241,000)
----------------------------------------------------------------------------------------------
Balance at March 31, 1996 2,604,192 31,000 10,568,000 24,149,000 (2,633,000) (244,000) 31,871,000
Purchase of treasury stock (8,776) (84,000) (84,000)
Stock options exercised
for treasury stock and
tax benefits 64,000 (4,000) 519,000 515,000
Stock option compensation 38,000 38,000
Net income 268,000 268,000
---------------------------------------------------------------------------------------------
Balance at March 31, 1997 2,659,416 $31,000 $10,602,000 $24,417,000 ($2,198,000) ($244,000) $32,608,000
==========================================================================================
</TABLE>
See notes to consolidated financial statements.
