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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 17, 1995
DATUM INC.
(Exact name of Registrant as specified in charter)
_______
Delaware 0-6272 95-2512237
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1363 South State College Boulevard, Anaheim, California 92806-5790
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 533-6333
Not Applicable
(Former name or former address, if changed, since last report.)
Page 1 of 6 Pages
Exhibit Index on Sequentially Numbered Page 6
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Item 2. Acquisitions or Disposition of Assets.
Acquisition of EFRATOM Time and Frequency Products, Inc. and
Efratom Elektronik GmbH.
Effective March 17, 1995, Datum Inc. (the "Registrant") acquired
all of the outstanding capital stock of EFRATOM Time and Frequency Products,
Inc., a Colorado corporation, and Efratom Elektronik GmbH, a corporation
organized under the laws of the Republic of Germany (collectively "Efratom"),
each, a wholly-owned subsidiary of Efratom Holding, Inc., a Colorado
corporation ("Efratom Holding"), a wholly-owned subsidiary of Ball Corporation,
an Indiana corporation ("Ball"), from Efratom Holding in accordance with the
terms and conditions of the Stock Purchase Agreement, dated as of October 20,
1994 (the "Stock Purchase Agreement"), by and among the Registrant, Efratom
Holding and Ball. Efratom manufactures and sells precision timing devices to
public and private entities throughout the world. The Registrant intends that
Efratom will continue to manufacture and sell such products.
Pursuant to the Stock Purchase Agreement, the Registrant
acquired the capital stock of Efratom from Efratom Holding for a purchase price
(the "Purchase Price") of $15,000,000 cash and 1,277,778 shares of the
Registrant's Common Stock. The cash portion of the Purchase Price is subject
to later adjustment as determined by a working capital adjustment pursuant to
Section 1.4 of the Stock Purchase Agreement. The Purchae Price, and all other
terms and conditions of the Stock Purchase Agreement were determined pursuant
to arms-length negotiation between the parties to the transaction. The funds
used by the Registrant to pay the cash portion of the Purchase Price were
borrowed by the Registrant from Wells Fargo Bank, N.A., pursuant to a Credit
Agreement, dated December 16, 1994.
The acqusition of Efratom is more fully described in the Registrant's
Proxy Statement for its Special Meeting of March 16, 1995, which was filed with
the Commission on February 17, 1995 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
The financial statements listed below previously have been filed
with the Commission in the Registrant's Proxy Statement for its Special Meeting
of Stockholders, filed with the Commission on February 17, 1995 and are
incorporated herein by reference.
(a) Financial Statements of Business Acquired.
Report of Independent Accountants
Combined Balance Sheet at October 30, 1994 and
December 31, 1993
Combined Statement of Earnings For the Ten Months
Ended October 30, 1994 and For Each Of The Two
Years In The Period Ended December 31, 1993
Combined Statement of Cash Flows For the Ten Months
Ended October 30, 1994 and For Each of the
Two Years In The Period Ended December 31, 1993
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Combined Statement of Changes in Invested Equity For
the Ten Months Ended October 30, 1994 and
For Each of the Two Years In The Period
Ended December 31, 1993
Notes to Combined Financial Statements
Unaudited Combined Balance Sheet at October 31, 1993
Unaudited Combined Statement of Earnings For the Ten
Months Ended October 31, 1993
Unaudited Combined Statement of Cash Flows For the
Ten Months Ended October 31, 1993
Unaudited Combined Statement of Changes in Invested
Equity for the Ten Months Ended October 31, 1993
Notes to Unaudited Interim Combined Financial Statements
(b) Pro Forma Financial Information.
Pro Forma Condensed Income Statement For the Year Ended
December 31, 1993
Pro Forma Condensed Income Statement For the Nine
Months Ended September 30, 1994
Pro Forma Condensed Balance Sheet as of
September 30, 1994
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(c) Exhibits.
Exhibit
Number
--------
2.1 Stock Purchase Agreement dated October 20, 1994 and effective
March 17, 1995 by and among Ball Corporation, Efratom Holding,
Inc. and the Registant (incorporated by reference to Exhibit
10.31 to the Registrant's Form 10-Q for the quarter ended
September 30, 1994).
10.30 Credit Agreement dated as of December 16, 1994, by and between
the Registrant and Wells Fargo Bank, National Association
(incorporated by reference to the same numbered exhibit to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994).
23.1 Consent of Independent Accountants (to be filed by amendment).
99.1 Financial Statements described in Item 7 above (incorporated by
reference to the Registrant's Proxy Statement for its Special
Meeting of Stockholders of March 16, 1995, filed with the
Commission February 17, 1995).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: March 27, 1995 DATUM INC.
/s/ Louis B. Horwitz
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Louis B. Horwitz
Chairman and President
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Description Page
-------- ----------- ------------
2.1 Stock Purchase Agreement dated October 20,
1994 and effective March 17, 1995 by and among
Ball Corporation, Efratom Holding, Inc. and the
Registrant (incorporated by reference to Exhibit
10.31 to the Registrant's Form 10-Q for the quarter
ended September 30, 1994) --
10.30 Credit Agreement dated as of December 16, 1994, by and
between the Registrant and Wells Fargo Bank, National
Association (incorporated by reference to the same
numbered exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994). --
23.1 Consent of Independent Accountants *
99.1 Financial Statements described in Item 7 above (incorpo-
rated by reference to the Registrant's Proxy Statement
for its Special Meeting of Stockholders, filed with the
Commission February 17, 1995) --
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* To be filed by amendment.
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