1
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) July 29, 1999
-------------------------------
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.)
9975 Toledo Way, Irvine, California 92618-1819
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 598-7500
-----------------------------
Not Applicable (Former
- --------------------------------------------------------------------------------
name or former address, if changed, since last report.)
Page 1 of 5 Pages
Exhibit Index Begins on Page 5
2
ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS.
Acquisition of Digital Delivery, Inc.
On July 29, 1999, Datum Inc., a Delaware corporation ("Registrant"),
acquired Digital Delivery, Inc., a Massachusetts corporation ("DDI"), pursuant
to an Agreement and Plan of Merger, dated as of July 29, 1999 (the "Merger
Agreement"), by and among Registrant, Datum Acquisition Sub., Inc., a wholly
owned subsidiary of Registrant (the "Merger Subsidiary") and DDI. The
acquisition was effected by the merger (the "Merger") of the Merger Subsidiary
with and into DDI, with DDI surviving the Merger. The Merger was approved by the
unanimous written consent of DDI's stockholders ("DDI Stockholders") on July 29,
1999. No vote by the Registrant's stockholders was required.
DDI is a leading provider of secure information and management software.
DDI's patented encryption models and leading-edge compression technologies
enable organizations to distribute data and conduct electronic commerce securely
via the Internet, intranet, Extranet, CD-ROM and digital versatile disk.
Pursuant to the Merger Agreement, the Registrant agreed to issue 214,286
shares of its Common Stock, par value $0.25 per share, in return for all the
issued and outstanding shares of DDI Common Stock held by the stockholders of
DDI Stockholders, and paid an aggregate total of $1,500,000 out of cash on hand
(the "Merger Consideration"). The DDI Stockholders will also receive additional
consideration based on certain performance criteria of the Registrant through
March 31, 2002.
The Merger Agreement is more fully described in Exhibit 2.1 to this
Current Report and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENT OF BUSINESS ACQUIRED
The historical Financial Statements of DDI required to be filed
under this Item are not available at this time and, accordingly, are
not included herein. By an amendment to this Report to be filed as
soon as practicable, the Registrant plans to submit such financial
statements.
(b) PRO FORMA FINANCIAL INFORMATION
The Pro Forma Financial Information to filed under this Item is not
available and, accordingly is not included herein. By an amendment
to this Report to be filed as soon as practicable, the Registrant
plans to submit such pro forma information.
2
3
(c) Exhibits
Exhibit Number
--------------
2.1 Agreement and Plan of Merger Agreement, dated July
29, 1999, among the Registrant, DDI and the Merger
Subsidiary. Exhibit A (Form of Escrow Agreement),
Exhibit B (Form of Investment Letter), Exhibit C (DDI
Disclosure Schedule), Exhibit D (Datum Disclosure
Schedule), Exhibit E (Form of Employment Agreement),
Exhibit F (Form of Opinion of Counsel of DDI),
Exhibit G (Form of Opinion of Counsel to Datum),
Schedule I (Surviving Corporation Board of Directors
and Officers), and Schedule II (DDI Stockholders)
have been omitted pursuant to Rule 601(b)(2) of
Regulation S-K. A copy of any Exhibit or Schedule
will be submitted to the Commission supplementally
upon request.
3
4
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: July 29, 1999 DATUM INC.
/s/ DAVID A. YOUNG
---------------------------------
David A. Young
Chief Financial Officer
4
5
INDEX TO EXHIBITS
Exhibit Description Page
------- ----------- ----
2.1 Agreement and Plan of Merger Agreement, dated July 29, 1999, 6
among the Registrant, DDI and the Merger Subsidiary. Exhibit A
(Form of Escrow Agreement), Exhibit B (Form of Investment
Letter), Exhibit C (DDI Disclosure Schedule), Exhibit D (Datum
Disclosure Schedule), Exhibit E (Form of Employment
Agreement), Exhibit F (Form of Opinion of Counsel of DDI),
Exhibit G (Form of Opinion of Counsel to Datum), Schedule I
(Surviving Corporation Board of Directors and Officers), and
Schedule II (DDI Stockholders) have been omitted pursuant to
Rule 601(b)(2) of Regulation S-K. A copy of any Exhibit or
Schedule will be submitted to the Commission supplementally
upon request.