Filed by Datron Systems Incorporated pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed under Rule 14d-9(a) of the Securities
Exchange Act of 1934.
Subject Company: Datron Systems Incorporated Commission File No. 0-7445.
The following 8-K was filed by Datron Systems, Inc.
Item 5. OTHER EVENTS
Merger agreement with The Titan Corporation
As previously reported, Datron Systems Incorporated (the "Registrant")
announced on June 25, 2001, that it had entered into an agreement and plan of
merger and reoganization (the "Merger Agreement") with the Titan Corporation
("Titan") and GEM Acquisition Corp. ("Merger Sub"). Attached hereto as Exhibit
99.16 is the Merger Agreement.
On June 28, 2001 Registrant received a letter from Frank C. Lanza,
chairman and chief executive officer of L-3 Communications, in which he
proposed that L-3 Commnunications acquire all of the Registrant's outstanding
common stock and options to purchase common stock for $16.25 per share. On
July 3, 2001, David A. Derby, chairman, president and chief executive officer
of the Registrant responded to Mr. Lanza's June 28, 2001 letter. A copy of
Mr. Lanza's and Mr. Derby's letters are attached hereto as Exhibit 99.17 and
99.18.
Item 7. EXHIBITS
99.16 Agreement and Plan of Merger and Reorganization dated June 24,
2001 among Titan, Merger Sub and the Registrant.
99.17 Letter from Frank C. Lanza to David A. Derby dated June 28,
2001.
99.18 Letter from David A. Derby to Frank C. Lanza dated July 3,
2001.
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, thereto duly authorized.
Date: July 2, 2001
DATRON SYSTEMS INCORPORATED
By: David A. Derby
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David A. Derby
Chairman, President and
Chief Executive Officer