SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATRON SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 95-2582922
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
3030 Enterprise Court
Vista, California 92083
(Address of principal executive offices and zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Name of each exchange on
class to be so which each class is to be
registered registered
Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
Pursuant to Rights Agreement
(Title of Class)
Item 1. Description of Securities to be Registered.
On August 29, 2000, the Board of Directors (the
"Board") of Datron Systems Incorporated (the "Corporation")
declared a dividend distribution of one preferred share
purchase right (a "Right") for each outstanding share of
Common Stock, par value $0.01 (the "Common Stock"), of the
Corporation. The dividend is payable to the stockholders of
record on September 11, 2000 (the "Record Date") with
respect to shares of Common Stock issued thereafter until
the Distribution Date (as defined below) and, in certain
circumstances, with respect to shares of Common Stock issued
after the Distribution Date. Except as set forth below,
each Right, when it becomes exercisable, entitles the
registered holder to purchase from the Corporation one one-
thousandth (1/1000th) of a share of Series RP Preferred
Stock of the Corporation, $0.01 par value per share (the
"Preferred Stock"), at a price of $75.00 per one one-
thousandth (1/1000th) of a share of Preferred Stock (the
"Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Corporation and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent
(the "Rights Agent"), dated as of September 5, 2000.
Initially, the Rights will be attached to certificates
representing shares of Common Stock then outstanding, and no
separate certificates representing the Rights ("Right
Certificates") will be distributed. The Rights will
separate from the Common Stock upon the earlier to occur of
(i) a person or group of affiliated or associated persons
having acquired, without the prior approval of the Board,
beneficial ownership of 15% or more of the outstanding
shares of Common Stock or (ii) 10 days, or such later date
as the Board may determine, following the commencement of or
announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in a
person or group of affiliated or associated persons becoming
an Acquiring Person (as hereinafter defined) except pursuant
to a Permitted Offer (as hereinafter defined) (the
"Distribution Date"). A person or group whose acquisitions
of shares of Common Stock cause a Distribution Date pursuant
to clause (i) above is an "Acquiring Person," with certain
exceptions as set forth in the Rights Agreement. The date
that a person or group is first publicly announced to have
become such by the Corporation or such Acquiring Person is
the "Shares Acquisition Date."
The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and
only with the associated shares of Common Stock. Until the
Distribution Date (or earlier redemption or expiration of
the Rights), new Common Stock certificates issued after the
Record Date upon transfer or new issuance of shares of
Common Stock will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of
Common Stock outstanding as of the Record Date, even without
attaching thereto such notation or a copy of the Summary of
Rights attached to the Rights Agreement as Exhibit C, will
also constitute the transfer of the Rights associated with
the shares of Common Stock represented by such certificate.
As soon as practicable following the Distribution Date,
Right Certificates will be mailed to the holders of record
of shares of the Common Stock as of the Close of Business
(as defined in the Rights Agreement) on the Distribution
Date (and to each initial record holder of certain shares of
Common Stock issued after the Distribution Date), and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on September
5, 2010, unless earlier redeemed by the Corporation as
described below.
In the event that any person becomes an Acquiring
Person (except pursuant to a tender or exchange offer which
is for all outstanding shares of Common Stock at a price and
on terms which a majority of certain members of the Board
determines to be adequate and in the best interests of the
Corporation, its stockholders and other relevant
constituencies, other than such Acquiring Person, its
affiliates and associates (a "Permitted Offer")), each
holder of a Right will thereafter have the right (the "Flip-
In Right") to receive upon exercise the number of shares of
Common Stock (or, in certain circumstances, of one one-
thousandths (1/1000ths) of a share of Preferred Stock or
other securities of the Corporation) having a value
(immediately prior to such triggering event) equal to two
times the then-applicable Purchase Price of the Right.
Notwithstanding the foregoing, following the occurrence of
the event described above, all Rights that are, or (under
certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person or any
affiliate or associate thereof will be null and void. The
Board has the option, at any time after any person becomes
an Acquiring Person, to exchange all or part of the then-
exercisable Rights (excluding those that have become void,
as described in the immediately preceding sentence) for
shares of Common Stock, at an exchange ratio determined by
dividing the then-applicable Purchase Price by the then-
current market price per share of Common Stock as determined
in accordance with the Rights Agreement. However, this
option generally terminates if any person becomes the
beneficial owner of 50% or more of the Common Stock.
In the event that, at any time following the Shares
Acquisition Date, (i) the Corporation is acquired in a
merger or other business combination transaction in which
the holders of all of the outstanding shares of Common Stock
immediately prior to the consummation of the transaction are
not the holders of all of the surviving corporation's voting
power, or (ii) more than 50% of the Corporation's assets or
earning power is sold or transferred, in either case with or
to (x) an Acquiring Person or any affiliate or associate
thereof or (y) any other person in which such Acquiring
Person, affiliate or associate has an interest or any person
acting on behalf of or in concert with such Acquiring
Person, affiliate or associate, or (z) if, in such
transaction, all holders of shares of Common Stock are not
treated alike, any other person, then each holder of a Right
(except Rights which previously have been voided as set
forth above) shall thereafter have the right (the "Flip-Over
Right") to receive, upon exercise, common shares of the
acquiring company (or, in certain circumstances, its parent)
having a value equal to two times the exercise price of the
Right. The holder of a Right will continue to have the Flip-
Over Right whether or not such holder exercises or
surrenders the Flip-In Right.
The Purchase Price payable, and the number of shares of
Preferred Stock, shares of Common Stock or other securities
issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Stock, (ii) upon the
grant to holders of shares of the Preferred Stock of certain
rights or warrants to subscribe for or purchase shares of
Preferred Stock at a price, or securities convertible into
Preferred Stock with a conversion price, less than the then
current market price of the Preferred Stock or (iii) upon
the distribution to holders of shares of the Preferred Stock
of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-thousandths (1/1000ths) of a share of Preferred Stock
issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Stock
or a stock dividend on the Common Stock payable in Common
Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the
Distribution Date.
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require
an adjustment of at least 1% in such Purchase Price.
At any time prior to the earlier to occur of (i) a
person becoming an Acquiring Person or (ii) the expiration
of the Rights, and under certain other circumstances, the
Corporation may redeem the Rights in whole, but not in part,
at a price (payable in cash or, at the Corporation's
election, in Common Stock) of $0.001 per Right (the
"Redemption Price"), which redemption shall be effective
upon the action of the Board. Additionally, following the
Shares Acquisition Date, the Corporation may redeem the then
outstanding Rights in whole, but not in part, at the
Redemption Price, provided that such redemption is in
connection with a merger or other business combination
transaction or series of transactions involving the
Corporation in which all holders of shares of Common Stock
are treated alike but not involving an Acquiring Person or
its affiliates or associates.
Other than those provisions relating to the rights,
duties and obligations of the Rights Agent and certain
principal economic terms of the Rights, all of the
provisions of the Rights Agreement may be amended by the
Board prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement
may be amended by the Board in order to cure any ambiguity,
defect or inconsistency, to make changes that do not
adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or,
subject to certain limitations, to shorten or lengthen any
time period under the Rights Agreement.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the
Corporation, including, without limitation, the right to
vote or to receive dividends. While the distribution of the
Rights will not be taxable to stockholders of the
Corporation, stockholders may, depending upon the
circumstances, recognize taxable income should the Rights
become exercisable or upon the occurrence of certain events
thereafter.
This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference
to the Rights Agreement, which is hereby incorporated herein
by reference.
As of August 30, 2000, there were 2,731,499 shares of
Common Stock outstanding. Each share of Common Stock
outstanding on the Record Date will receive one Right. As
long as the Rights are attached to the shares of Common
Stock, the Corporation will issue one Right with each new
share of Common Stock so that all such shares will have
attached rights.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group
that attempts to acquire the Corporation without
conditioning the offer on the Rights being redeemed or a
substantial number of Rights being acquired. However, the
Rights should not interfere with any tender offer or merger
approved by the Corporation (other than with an Acquiring
Person) because the Rights do not become exercisable in the
event of a Permitted Offer or other acquisition exempted by
the Board.
Attached hereto as Exhibit 4.1 and incorporated herein
by reference are copies of the Rights Agreement and the
exhibits thereto, as follows: Exhibit A -- Form of
Certificate of Designation, Preferences and Rights of Series
RP Preferred Stock of Datron Systems Incorporated; Exhibit B
-- Form of Right Certificate; and Exhibit C -- Summary of
Rights to Purchase Series RP Preferred Stock. The foregoing
description of the Rights is qualified in its entirety by
reference to the Rights Agreement and such exhibits thereto.
Item 2. Exhibits.
4.1 Rights Agreement, dated as of September 5, 2000,
between Datron Systems Incorporated and
ChaseMellon Shareholder Services, L.L.C. as Rights
Agent, which includes: as Exhibit A thereto, the
Form of Certificate of Designation, Preferences
and Rights of Series RP Preferred Stock of Datron
Systems Incorporated; Exhibit B thereto, the Form
of Right Certificate; and, as Exhibit C thereto,
the Summary of Rights to Purchase Series RP
Preferred Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
DATRON SYSTEMS INCORPORATED
By: WILLIAM L. STEPHAN
Name: WILLIAM L. STEPHAN
Title: Vice President and
Chief Financial Officer
Date: August 30, 2000
