FOR : DATRON SYSTEMS INCORPORATED
CONTACT: William L. Stephan
Chief Financial Officer
(760) 734-5454
www.dtsi.com
DATRON SYSTEMS INCORPORATED ADOPTS STOCKHOLDER RIGHTS PLAN
AND BYLAW AMENDMENTS
VISTA, CA -- August 30, 2000. The Board of Directors of Datron
Systems Incorporated (Nasdaq: DTSI) has adopted a new Stockholder
Rights Plan to replace its existing rights plan, which expires on
September 5, 2000. The new plan will go into effect
simultaneously with the expiration of the existing plan. Like
the existing plan, the new rights plan will assist Datron's
stockholders in realizing fair value and equal treatment in the
event of any attempted takeover of the Company and protect the
Company and its stockholders against coercive takeover tactics.
The Company noted that its new Stockholder Rights Plan reflects
modern developments in stockholder rights plans though remains
similar to its prior plan and to those adopted by many other
companies.
Under the Stockholder Rights Plan, a dividend of one Share
Purchase Right is being declared for each share of Common Stock
outstanding at the close of business on September 11, 2000. No
separate certificates evidencing the Rights will be issued unless
and until they become exercisable.
The Rights generally will not be exercisable until a person or
group acquires securities representing 15% or more of the
aggregate voting power of the Company's stock without advance
approval by the Board of Directors or announces a tender offer
which could result in a person or group owning securities
representing 15% or more of the aggregate voting power of the
Company's stock.
In the event a third party or group were to acquire securities
representing 15% or more of the aggregate voting power of the
Company's stock without the prior approval of the Board of
Directors, each Right will entitle the holder, other than the
acquirer, to buy Common Stock with a market value of twice the
exercise price (initially $75.00, subject to adjustment), for the
Right's then current exercise price.
In addition, if the Company were to be acquired in a merger or
other transaction where the stockholders of the Company were not
treated equally, stockholders with unexercised Rights could
purchase common stock of the acquirer with a value of twice the
exercise price of the Rights.
The Company's Board of Directors may redeem the Rights for a
nominal amount at any time prior to an event that causes the
Rights to become exercisable. The Rights will expire on
September 5, 2010.
Separately, in order to allow the Board of Directors to respond
in a considered and deliberative manner to stockholder
nominations to the board and other stockholder proposals to be
submitted at annual or other meetings of stockholders, the board
adopted an advance notice bylaw. The advance notice bylaw
provides that nominations or other matters for consideration at
annual stockholders meetings must generally be received by the
Company not less than 45 days nor more than 75 days prior to the
first anniversary of the date the Company mailed its proxy
materials for the preceding year's meeting and must contain
detailed disclosure of material interests of the proposing party
and other information. The board also adopted bylaw amendments
relating to the record date for action by consent and the calling
of special meetings of stockholders to be called by the Board.
Datron Systems provides products and services addressing the
needs of emerging satellite and radio communication markets.
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