ANNUAL REPORT
For the fiscal year ended March 31, 2000
DATRON SYSTEMS INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Datron Systems Incorporated
3030 Enterprise Court, Vista, California 92083-8347
(Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office)
DATRON SYSTEMS INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
Index To Financial Statements
Page
Independent Auditors' Report F-2
Financial Statements:
Statements of Assets Available for Benefits F-3
Statements of Changes in Assets Available for Benefits F-4
Notes to Financial Statements F-5
Schedules:
None
All schedules are omitted because they are not
applicable or the required information is shown in
the Financial Statements or the notes thereto.
<PAGE>F-1
INDEPENDENT AUDITORS' REPORT
Datron Systems Incorporated
Employee Stock Purchase Plan
We have audited the accompanying statements of assets
available for benefits of Datron Systems Incorporated
Employee Stock Purchase Plan (the "Plan") as of March
31, 2000 and 1999 and the related statements of changes
in assets available for benefits for each of the two
years in the period ended March 31, 2000 and the nine
months ended March 31, 1998. These financial statements
are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these
financial statements based on our audits.
We conduced our audits in accordance with auditing
standards generally accepted in the United States of
America. Those standard require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the
overall financial statement presentation. We believe
that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present
fairly, in all material respects, the assets available
for benefits of the Plan as of March 31, 2000 and 1999,
and the changes in assets available for benefits for
each of the two years in the period ended March 31, 2000
and the nine months ended March 31, 1998, in conformity
with accounting principles generally accepted in the
United States of America.
DELOITTE & TOUCHE LLP
San Diego, California
May 25, 2000
<PAGE>F-2
DATRON SYSTEMS INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
March 31, 2000 March 31, 1999
Cash $26,938 $17,970
Participant contributions
receivable 414 2,520
Assets available for benefits $27,352 $20,490
See accompanying notes to financial statements.
<PAGE>F-3
DATRON SYSTEMS INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
Year Year Nine Months
Ended Ended Ended
March 31, 2000 March 31, 1999 March 31, 1998
<S> <C> <C> <C>
Participant contributions $88,600 $84,161 $94,936
Benefits paid (77,694) (74,294) (44,911)
Cash disbursements to
employees withdrawing
from the plan (4,044) (16,909) (22,493)
Net increase (decrease) $6,862 $(7,042) $27,532
Assets available for benefits:
Beginning of period 20,490 27,532 0
End of period $27,352 $20,490 $27,532
See accompanying notes to financial statements.
</TABLE>
<PAGE>F-4
DATRON SYSTEMS INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description
In August 1997, the stockholders of Datron Systems
Incorporated (the "Company") adopted, effective July 1,
1997, the Datron Systems Incorporated Employee Stock
Purchase Plan (the "Plan") under Section 423 of the
Internal Revenue Code. The Plan is intended to provide
eligible employees with the opportunity to acquire an
equity interest in the Company through the acquisition
of stock purchase rights.
Employees are eligible to participate in the Plan
if they have been employed a minimum of five months and
work at least 20 hours per week. Eligible employees may
use funds from accumulated payroll deductions to
purchase shares of Company common stock at the end of
six-month offering periods. They may contribute up to
10% of gross earnings toward such purchases, not to
exceed $12,500 per offering period, and may purchase a
maximum of 1,000 shares per offering period. The
purchase price for the shares is 85% of the lesser of
the fair market value of the common stock at the
beginning of the offering period or at the end of the
offering period. Shares purchased must be held for a
minimum of three months before they can be sold. A total
of 200,000 shares has been authorized for issuance under
the Plan.
Common stock issued under the Plan is summarized as
follows:
<TABLE>
<CAPTION>
1999 1998 1997
Offering Shares Purchase Shares Purchase Shares Purchase
Period Ended Issued Price Issued Price Issued Price
<S> <C> <C> <C> <C> <C> <C>
June 30 7,713 $4.68 6,648 $5.74 - -
December 31 6,698 $6.22 7,821 $4.62 6,126 $7.33
Total 14,411 14,469 6,126
</TABLE>
Note 2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan's financial statements are prepared on the
accrual basis of accounting.
<PAGE>F-5
Administrative Expenses of the Plan
All expenses incurred in the administration of the Plan
are paid by the Company.
Contributions
Contributions to the Plan are made on a weekly basis as
compensation is paid to participants.
Income Taxes
The Plan was established under Section 423 of the
Internal Revenue Code and is, therefore, exempt from
income taxes.
<PAGE>F-6
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Compensation Committee of the Datron
Systems Incorporated Employee Stock Purchase Plan has
duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
DATRON SYSTEMS INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ William L. Stephan Date: June 21, 2000
William L. Stephan
Datron Systems Incorporated
Employee Stock Purchase
Plan Compensation Committee
<PAGE>F-7
