As filed with the Securities and Exchange Commission on May 25,
2000
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DATRON SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 95-2582922
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3030 Enterprise Court, Vista, California 92083
(Address of principal executive offices)
1995 STOCK OPTION PLAN
(Full title of the plan)
David A. Derby
Datron Systems Incorporated
3030 Enterprise Court
Vista, California 92083
(Name and address of agent for service)
(760) 734-5454
(Telephone number, including area code, of agent for
service)
Copy to: Timothy G. Hoxie, Esq.
Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, California 94104-2878
(415) 772-6000
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee
Registered Per Shares (1) Offering Per
Shares (1)
Common Stock 200,000 $11.563 $2,312,600 $610.53
($.01 par Shares
value)
(1) Estimated (solely for the purpose of calculating the
registration fee) on the basis of the average high and low
prices reported of the registrant's Common Stock on the
Nasdaq National Market on May 24, 2000 as reported in the
Wall Street Journal on May 25, 2000.
PART II
STATEMENT REQUIRED IN CONNECTION WITH
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement covers securities of
the Registrant of the same class as other securities for
which a registration statement on Form S-8 relating to
the 1995 Stock Option Plan is effective. Pursuant to
General Instruction E to Form S-8, the Registrant
incorporates by reference the contents of the previously-
filed registration statement (except for portions of the
prospectus therein which are inconsistent with the
prospectus currently on file with the Registrant):
Registration No. 333-16367
Item 5. Interests of Named Experts and Counsel
Victor A. Hebert, a shareholder of a professional
corporation that is a partner of Heller, Ehrman, White &
McAuliffe LLP, holds options to purchase 5,000 shares of
Common Stock of the Registrant.
Item 8. Exhibits
5 Opinion of Heller, Ehrman, White & McAuliffe
23.1 Consent of Heller, Ehrman, White & McAuliffe
(filed as part of Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (see page 3)
2
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in Vista,
State of California, on this the 25th day of May, 2000.
DATRON SYSTEMS INCORPORATED
By: /s/ David A. Derby
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY TO SIGN AMENDMENTS
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below appoints David A. Derby
and William L. Stephan, and each of them, with full
power of substitution and full power to act without the
other such person's true and lawful attorney-in-fact and
agent for such person in such person's name, place and
stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this
registration statement on Form S-8 and to file the same,
with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully, to all intents and
purposes, as they or such person might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement on Form S-
8 has been signed by the following persons in the
capacities and on the dates indicated
By: /s/ David A. Derby Chairman of the May 15, 2000
David A. Derby Board, President,
Chief Executive
Officer and Director
By: /s/ William L. Stephan Vice President, Chief May 15, 2000
William L. Stephan Financial Officer and
Treasurer
(Principal Accounting
Officer)
By: /s/ Kent P. Ainsworth Director May 15, 2000
Kent P. Ainsworth
By: /s/ Michael F. Bigham Director May 15, 2000
Michael F. Bigham
By: /s/ Don M. Lyle Director May 15, 2000
Don M. Lyle
By: /s/ William A. Preston Director May 15, 2000
William A. Preston
By: /s/ Robert D. Sherer Director May 15, 2000
Robert D. Sherer
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Index to Exhibits
Exhibit Description of Exhibit
No.
5 Opinion of Heller Ehrman White & McAuliffe
LLP
23.1 Consent of Heller Ehrman White & McAuliffe
LLP (filed as part of Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (see page 3)
4