As filed with the Securities and Exchange Commission on May 25,
2000
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DATRON SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 95-2582922
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3030 Enterprise Court, Vista, California 92083
(Address of principal executive offices)
1995 STOCK OPTION PLAN
(Full title of the plan)
David A. Derby
Datron Systems Incorporated
3030 Enterprise Court
Vista, California 92083
(Name and address of agent for service)
(760) 734-5454
(Telephone number, including area code, of agent for
service)
Copy to: Timothy G. Hoxie, Esq.
Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, California 94104-2878
(415) 772-6000
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee
Registered Per Shares (1) Offering Per
Shares (1)
Common Stock 200,000 $11.563 $2,312,600 $610.53
($.01 par Shares
value)
(1) Estimated (solely for the purpose of calculating the
registration fee) on the basis of the average high and low
prices reported of the registrant's Common Stock on the
Nasdaq National Market on May 24, 2000 as reported in the
Wall Street Journal on May 25, 2000.
<PAGE>
PART II
STATEMENT REQUIRED IN CONNECTION WITH
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement covers securities of
the Registrant of the same class as other securities for
which a registration statement on Form S-8 relating to
the 1995 Stock Option Plan is effective. Pursuant to
General Instruction E to Form S-8, the Registrant
incorporates by reference the contents of the previously-
filed registration statement (except for portions of the
prospectus therein which are inconsistent with the
prospectus currently on file with the Registrant):
Registration No. 333-16367
Item 5. Interests of Named Experts and Counsel
Victor A. Hebert, a shareholder of a professional
corporation that is a partner of Heller, Ehrman, White &
McAuliffe LLP, holds options to purchase 5,000 shares of
Common Stock of the Registrant.
Item 8. Exhibits
5 Opinion of Heller, Ehrman, White & McAuliffe
23.1 Consent of Heller, Ehrman, White & McAuliffe
(filed as part of Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (see page 3)
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in Vista,
State of California, on this the 25th day of May, 2000.
DATRON SYSTEMS INCORPORATED
By: /s/ David A. Derby
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY TO SIGN AMENDMENTS
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below appoints David A. Derby
and William L. Stephan, and each of them, with full
power of substitution and full power to act without the
other such person's true and lawful attorney-in-fact and
agent for such person in such person's name, place and
stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this
registration statement on Form S-8 and to file the same,
with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully, to all intents and
purposes, as they or such person might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement on Form S-
8 has been signed by the following persons in the
capacities and on the dates indicated
By: /s/ David A. Derby Chairman of the May 15, 2000
David A. Derby Board, President,
Chief Executive
Officer and Director
By: /s/ William L. Stephan Vice President, Chief May 15, 2000
William L. Stephan Financial Officer and
Treasurer
(Principal Accounting
Officer)
By: /s/ Kent P. Ainsworth Director May 15, 2000
Kent P. Ainsworth
By: /s/ Michael F. Bigham Director May 15, 2000
Michael F. Bigham
By: /s/ Don M. Lyle Director May 15, 2000
Don M. Lyle
By: /s/ William A. Preston Director May 15, 2000
William A. Preston
By: /s/ Robert D. Sherer Director May 15, 2000
Robert D. Sherer
<PAGE>3
Index to Exhibits
Exhibit Description of Exhibit
No.
5 Opinion of Heller Ehrman White & McAuliffe
LLP
23.1 Consent of Heller Ehrman White & McAuliffe
LLP (filed as part of Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (see page 3)
<PAGE>4
May 25, 2000
Datron Systems Incorporated
3030 Enterprise Court
Vista, California 92083
Re: Registration Statement on Form S-8 - 1995 Stock
Option Plan
Dear Ladies and Gentlemen:
We have acted as counsel to Datron Systems
Incorporated, a Delaware corporation (the "Company"), in
connection with the Registration Statement on Form S-8
(the "Registration Statement") which the Company
proposes to file with the Securities and Exchange
Commission on or about May 24, 2000 for the purpose of
registering under the Securities Act of 1933, as
amended, 200,000 shares (the "Shares") of Common Stock,
par value $0.01 per share, issuable under the Company's
1995 Stock Option Plan (the "Plan").
In connection with this opinion, we have assumed
the authenticity of all records, documents and
instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of
natural persons and the authenticity and conformity to
the originals of all records, documents and instruments
submitted to us as copies. In addition, the Company has
advised us that, of the 10,000,000 shares common stock
it is authorized to issue, 2,722,261 shares of common
stock are issued and outstanding as of the date of this
opinion.
We have based our opinion upon our review of the
following records, documents and instruments:
(a) The Certificate of Incorporation of the
Company certified by the Secretary of the
State of Delaware as of May 24, 2000 and
certified to us by an officer of the Company
as being complete and in full force and effect
as of the date of this opinion;
(b) The Bylaws of the Company certified to us by
an officer of the Company as being complete
and in full force and effect as of the date of
this opinion;
(c) Resolution of the Board of Directors of the
Company approving the amendment to the Plan
authorizing the issuance of options to acquire
an additional 200,000 Shares;
(d) A Certificate of Good Standing from the
Delaware Secretary of State dated May 24,
2000;
(e) A Certificate of the Company's transfer agent
as to the number of issued and outstanding
shares of the Company's Common Stock as of May
24, 2000;
(f) The Registration Statement; and
(g) The Plan.
This opinion is limited to Delaware General
Corporation Law. We disclaim any opinion as to any
statute, rule, regulation, ordinance, order or other
promulgation of any other jurisdiction or any regional
or local governmental body.
Based upon the foregoing and our examination of
such questions of law as we have deemed necessary or
appropriate of the purpose of this opinion, and assuming
that (i) the Registration Statement becomes and remains
effective during the period when the Shares are offered
and sold, (ii) the full consideration stated in the Plan
is paid for each Share and (iii) all applicable
securities laws are complied with, it is our opinion
that, when issued and sold by the Company, and after
payment therefor in the manner provided in the Plan, the
Shares will be validly issued, fully paid and
nonassessable.
This opinion is rendered to you in connection with
the issuance of the Shares and is solely for your
benefit. This opinion may not be relied upon by you for
any other purpose, or relied upon by any other person,
firm, corporation or other entity for any purpose,
without our prior written consent. We disclaim any
obligation to advise you of any developments in areas
covered by this opinion that occur after the date of
this opinion.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
Heller Ehrman White &
McAuliffe LLP
[DESCRIPTION] CONSENT OF HELLER EHRMAN WHITE & McAULIFFE
LLP (FILED AS PART OF EXHIBIT 5)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Datron Systems Incorporated on Form S-8 of our reports dated May 12, 1999
and June 4, 1999, appearing in the Annual Report on Form 10-K of Datron
Systems Incorporated for the year ended March 31, 1999.
DELOITTE & TOUCHE LLP
San Diego, California
May 25, 2000
[DESCRIPTION] POWER OF ATTORNEY (SEE PAGE 3)
