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As filed with the Securities and Exchange Commission on July 9, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)
of the Securities Exchange Act of 1934
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DATRON SYSTEMS INCORPORATED
(Name of Subject Company--Issuer)
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GEM ACQUISITION CORP.,
a wholly owned subsidiary of The Titan Corporation
THE TITAN CORPORATION
(Name of Filing Persons--Offeror)
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COMMON STOCK,
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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238173-10-8
(CUSIP Number of Class of Securities)
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NICHOLAS J. COSTANZA, ESQ.
THE TITAN CORPORATION
3033 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121-1199
TELEPHONE: (858) 552-9500
(Name,address and telephone number of person authorized to receive
notices and communications on behalf of Filing Person)
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COPIES TO:
Carl R. Sanchez, Esq.
Deyan P. Spiridonov, Esq.
Cooley Godward LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121
Telephone: (858) 550-6000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$48,010,328 $9,602.66
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* Estimated for purposes of calculating the amount of the filing fee only in
accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange
Act of 1934, based on the product of (a) $15.005, the average of the high
and low sale prices per share of Datron Systems Incorporated common stock
on July 3, 2001, as reported on The New York Stock Exchange and (b) the
maximum number of shares of Datron Systems Incorporated common stock
estimated to be received by The Titan Corporation or cancelled pursuant to
the exchange offer and subsequent merger (3,199,622).
** One-fiftieth of 1% of the value of the transaction.
/X/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY
PAID.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $12,002.58 FILING PARTY: The Titan Corporation
FORM OR REGISTRATION NO.: Form S-4 DATE FILED: July 9, 2001
/_/ CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE
STATEMENT RELATES:
/X/ Third-party tender offer subject to Rule 14d-1.
/_/ Issuer tender offer subject to Rule 13e-4.
/_/ Going-private transaction subject to Rule 13e-3.
/_/ Amendment to Schedule 13D under Rule 13d-2.
/_/ CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE
RESULTS OF THE TENDER OFFER.
This Tender Offer Statement on Schedule TO relates to the commencement
of an offer by The Titan Corporation, a Delaware corporation ("Titan"), through
its wholly owned subsidiary, Gem Acquisition Corp., a Delaware corporation
("Purchaser"), to exchange all outstanding shares of common stock, par value
$0.01 per share, of Datron Systems Incorporated, a Delaware corporation
("Datron"), for shares of common stock, par value $0.01 per share of Titan
("Titan Common Stock"), based on the exchange ratio described in the Prospectus
referenced below (the "Offer").
The Offer is made pursuant to an Agreement and Plan of Merger and
Reorganization, dated as of June 24, 2001, among Titan, Purchaser and Datron,
which contemplates the Offer and the merger of Purchaser into Datron (the
"Merger"). Titan has filed a registration statement with the Securities and
Exchange Commission on Form S-4 relating to the shares of Titan Common Stock to
be issued to stockholders of Datron in the Offer and the Merger (the
"Registration Statement"). The terms and conditions of the Offer and the Merger
are described in the prospectus (as may from time to time be amended,
supplemented or finalized) which is a part of the Registration Statement (the
"Prospectus"), and the related Letter of Transmittal, which are Exhibits (a)(1)
and (a)(2) hereto.
All of the information in the Prospectus and the related Letter of
Transmittal, and any prospectus supplement or other amendment thereto related to
the Offer hereafter filed with the Securities and Exchange Commission by Titan
and Purchaser, is hereby incorporated by reference in answer to Items 2 through
11 of this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
Information is disclosed to security holders in a prospectus meeting
the requirements of Rule 421(d) promulgated under the Securities Act of 1933.
ITEM 12. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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(a)(1) Prospectus relating to shares of Titan Common Stock to be issued in the
Offer and the Merger (incorporated by reference from Titan's
Registration Statement on Form S-4, filed on July 9, 2001).
(a)(2) Form of Letter of Transmittal (incorporated by reference from Exhibit
99.1 to Titan's Registration Statement on Form S-4, filed on July 9,
2001).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference from
Exhibit 99.2 to Titan's Registration Statement on Form S-4, filed on
July 9, 2001).
(a)(4) Form of Letter to Brokers, Dealers, etc. (incorporated by reference
from Exhibit 99.3 to Titan's Registration Statement on Form S-4, filed
on July 9, 2001).
(a)(5) Form of Letter to Clients (incorporated by reference from Exhibit 99.4
to Titan's Registration Statement on Form S-4, filed on July 9, 2001).
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference from Exhibit 99.5 to
Titan's Registration Statement on Form S-4, filed on July 9, 2001).
(d)(1) Agreement and Plan of Merger and Reorganization, dated as of June 24,
2001, among Titan, Purchaser and Datron (incorporated by reference from
Annex A to the Prospectus contained in Titan's Registration Statement
on Form S-4, filed July 9, 2001).
(d)(2) Form of Stockholder Tender Agreement, dated as of June 24, 2001,
between Titan and certain of Datron stockholders (incorporated by
reference from Annex B to the Prospectus contained in Titan's
Registration Statement on Form S-4, filed July 9, 2001).
(h)(1) Opinion of Cooley Godward LLP regarding material federal income tax
consequences of the Offer and the Merger (incorporated herein by
reference from Exhibit 8.1 to Titan's Registration Statement on Form
S-4, filed on July 9, 2001).
(h)(2) Opinion of Heller Ehrman White & McAuliffe LLP regarding material
federal income tax consequences of the Offer and the Merger
(incorporated herein by reference from Exhibit 8.2 to Titan's
Registration Statement on Form S-4, filed on July 9, 2001).
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 9, 2001
THE TITAN CORPORATION
By: /s/ Mark W. Sopp
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Name: Mark W. Sopp
Title: Senior Vice President and
Chief Financial Officer
GEM ACQUISITION CORP.
By: /s/ Mark W. Sopp
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Name: Mark W. Sopp
Title: Chief Financial Officer
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------------------
(a)(1) Prospectus relating to shares of Titan Common Stock to be issued in the
Offer and the Merger (incorporated by reference from Titan's
Registration Statement on Form S-4, filed on July 9, 2001).
(a)(2) Form of Letter of Transmittal (incorporated by reference from Exhibit
99.1 to Titan's Registration Statement on Form S-4, filed on July 9,
2001).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference from
Exhibit 99.2 to Titan's Registration Statement on Form S-4, filed on
July 9, 2001).
(a)(4) Form of Letter to Brokers, Dealers, etc. (incorporated by reference
from Exhibit 99.3 to Titan's Registration Statement on Form S-4, filed
on July 9, 2001).
(a)(5) Form of Letter to Clients (incorporated by reference from Exhibit 99.4
to Titan's Registration Statement on Form S-4, filed on July 9, 2001).
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference from Exhibit 99.5 to
Titan's Registration Statement on Form S-4, filed on July 9, 2001).
(d)(1) Agreement and Plan of Merger and Reorganization, dated as of June 24,
2001, among Titan, Purchaser and Datron (incorporated by reference from
Annex A to the Prospectus contained in Titan's Registration Statement
on Form S-4, filed July 9, 2001).
(d)(2) Form of Stockholder Tender Agreement, dated as of June 24, 2001,
between Titan and certain of Datron stockholders (incorporated by
reference from Annex B to the Prospectus contained in Titan's
Registration Statement on Form S-4, filed July 9, 2001).
(h)(1) Opinion of Cooley Godward LLP regarding material federal income tax
consequences of the Offer and the Merger (incorporated herein by
reference from Exhibit 8.1 to Titan's Registration Statement on Form
S-4, filed on July 9, 2001).
(h)(2) Opinion of Heller Ehrman White & McAuliffe LLP regarding material
federal income tax consequences of the Offer and the Merger
(incorporated herein by reference from Exhibit 8.2 to Titan's
Registration Statement on Form S-4, filed on July 9, 2001).