<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Fiscal Year ended December 31, 1998
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 0-6272
DATUM INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-2512237
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9975 Toledo Way, Irvine, California 92618
(Address of principal executive offices)
Registrant's telephone number, including area code: (949) 598-7500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK
------------
(Title of Class)
---------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sales price of the Common Stock as of March
17, 1999, was approximately $36,920,411.
The number of outstanding shares of the Registrant's Common Stock as of March
17, 1999 was 5,528,266.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement for the Annual Meeting of Stockholders
to be held on June 10, 1999 (to be filed with the Commission within 120 days of
December 31, 1998): Part III, Items 10-13.
Page 1 of ___ Pages
Exhibit Index is Located on Sequential Numbered Page __ of this Report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K/A to
be signed on its behalf by the undersigned, thereunto duly authorized, at
Irvine, California this 29th day of March, 1999.
DATUM INC.
By /s/ Erik H. van der Kaay
------------------------------
Erik H. van der Kaay
President and Director
POWER OF ATTORNEY
The undersigned directors and officers of Datum Inc. constitutes and appoints as
their true and lawful attorney and agent with power of substitution, to do any
and all acts and things in our name and behalf in our capacities as directors
and officers and to execute any and all instruments for us and in our names in
the capacities indicated below, which said attorney and agent, may deem
necessary or advisable to enable said corporation to comply with the Securities
Exchange Act of 1934, as amended and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with this Annual Report on
Form 10-K/A, including specifically but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto: and we do
hereby ratify and confirm all that said attorney and agent, shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
<TABLE>
<S> <C> <C>
/s/ Erik H. van der Kaay President and Director March 29, 1999
- ------------------------------------ (Principal Executive Officer)
Erik H. van der Kaay
/s/ David A. Young Chief Financial Officer March 29, 1999
- ----------------------------------- (Principal Financial and Accounting Officer)
David A. Young
/s/ Louis B. Horwitz Director and Chairman March 29, 1999
- -----------------------------------
Louis B. Horwitz
/s/ G. Tilton Gardner Director March 29, 1999
- -----------------------------------
G. Tilton Gardner
/s/ Dan L. McGurk Director March 29, 1999
- -----------------------------------
Dan L. McGurk
/s/ Edward A. Money Director March 29, 1999
- -----------------------------------
Edward A. Money
/s/ Michael M. Mann Director March 29, 1999
- -----------------------------------
Michael M. Mann
/s/ R. David Hoover Director March 29, 1999
- -----------------------------------
R. David Hoover
</TABLE>
21
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DATUM INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 10,307 $ 5,819
Accounts receivable, less allowance for doubtful accounts of $153 and $71 19,327 15,043
Inventories 24,555 31,219
Prepaid expenses 479 363
Deferred income taxes 3,056 2,648
Income tax refund receivable 1,190 1,321
-------- --------
Total current assets 58,914 56,413
Land, buildings and equipment, net 16,048 16,791
Excess of purchase price over net assets acquired, net of accumulated
amortization of $3,845 and $2,951 11,231 12,126
Other assets 727 416
-------- --------
$ 86,920 $ 85,746
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,241 $ 3,343
Accrued salaries and wages 2,485 3,298
Accrued warranty 1,498 990
Other accrued expenses 1,287 1,277
Income taxes payable 289 --
Current portion of long-term debt 3,025 23
-------- --------
Total current liabilities 12,825 8,931
-------- --------
Long-term debt 14,533 17,418
-------- --------
Post-retirement benefits 818 602
-------- --------
Other long-term liabilities 144 128
-------- --------
Deferred income taxes 1,622 1,823
-------- --------
Stockholders' equity:
Preferred stock, par value $.25 per share
Authorized - 1,000,000 shares
Issued - none
Common stock, par value $.25 per share
Authorized - 10,000,000 shares
Issued - 5,505,843 shares in 1998 and 5,332,860 shares in 1997 1,376 1,333
Additional paid-in capital 44,941 43,231
Retained earnings 11,328 12,785
Unamortized stock compensation (368) --
Accumulated other comprehensive income (299) (505)
-------- --------
Total stockholders' equity 56,978 56,844
-------- --------
Commitments (Notes C and H) $ 86,920 $ 85,746
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
F-2
