-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C0k2ZGBqFQRE8kwFXPclu0ee5ZfLmzwa4jPT6p45x5iY5MGj/bx0CYf5VR6XlewI SuyVTecjZ18ucVFlVOCN0g== 0000032258-98-000002.txt : 19980115 0000032258-98-000002.hdr.sgml : 19980115 ACCESSION NUMBER: 0000032258-98-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980114 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TITAN CORP CENTRAL INDEX KEY: 0000032258 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952588754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-12069 FILM NUMBER: 98506659 BUSINESS ADDRESS: STREET 1: 3033 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195529500 MAIL ADDRESS: STREET 1: 3033 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121-1199 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC MEMORIES & MAGNETICS CORP DATE OF NAME CHANGE: 19850610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TITAN CORP CENTRAL INDEX KEY: 0000032258 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952588754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3033 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195529500 MAIL ADDRESS: STREET 1: 3033 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121-1199 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC MEMORIES & MAGNETICS CORP DATE OF NAME CHANGE: 19850610 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) The Titan Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 888266103 (CUSIP Number) Mr. Jack D. Witt 4360 Juniper Trail Reno, NV 89509 (702) 746-4717 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 8, 1997 (Date of Event which Requires filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 888266103 Page 2 of 4 Pages NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 Mr. Jack D. Witt Social Security Number: ###-##-#### CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] SEC USE ONLY 3 SOURCE OF FUNDS* 4 OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 [_] CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States NUMBER OF SOLE VOTING POWER 7 664,296 SHARES SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY SOLE DISPOSITIVE POWER 9 664,296 EACH SHARED DISPOSITIVE POWER PERSON 10 0 WITH AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 664,296 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 3.97% TYPE OF REPORTING PERSON* 14 IN Amendment No. 2 to Statement on Schedule 13D This amended statement on Schedule 13D relates to the Common Stock, $.01 par value per share (the "Shares"), of The Titan Corporation (the "Company"). Items 2 and 5 of this statement, previously filed by Mr. Jack D. Witt (the "Reporting Person"), are hereby amended as set forth below. Item 2. Identity and Background. Name: Jack D. Witt Address: 4360 Juniper Trail Reno, NV 89509 Principal Occupation: Consultant Citizenship: U.S. Mr. Witt has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Nor has Mr. Witt, during the last five years, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 5. Interest in Securities of the Issuer. Mr. Witt is the sole beneficial owner of 664,296 shares of Titan Common Stock. Mr. Witt has sole voting and investment power with respect to all such shares; provided, however, that pursuant to a Stockholder's Agreement entered into between Witt and Titan in connection with the Acquisition, Witt has agreed for a period of two years to vote all shares of Titan Common Stock and Series B Preferred Stock in proportion to the vote of the other outstanding voting securities of Titan in respect of each proposal submitted for a stockholder vote. During the last 60 days Mr. Witt has disposed of 197,788 shares of Titan Common Stock through open market transactions on the New York Stock Exchange. In addition, Mr. Witt's right to convert 500,000 shares of Series B Preferred Stock into 333,333 shares of Common stock has expired. The following table sets forth all transactions Mr. Witt has conducted during the last 60 days. Date Activity Quantity 11/24/97 Expiration of 333,333 Conversion Right 12/2/97 Sale 25,000 12/3/97 Sale 72,788 12/8/97 Sale 100,000 Total 531,121 SIGNATURE After reasonable 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: January 9, 1998 By: Jack D. Witt t:\bclarkso\titan\eldyne\voting.ag5 -----END PRIVACY-ENHANCED MESSAGE-----