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. 2 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. /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 21 3 DATUM INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (IN THOUSANDS, EXCEPT SHARE DATA) DECEMBER 31, ---------------------- 1998 1997 -------- -------- 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 ======== ======== See Notes to Consolidated Financial Statements F-2