-----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, D28O4FwhfpwmyRFO5it6iBOtcxSmuQ/R53Kz/mblb6OIDqWsm3+VFJrq6EDoYj3A nuMW29lfCvZsXn1VssgE2w== 0000032258-03-000203.txt : 20030418 0000032258-03-000203.hdr.sgml : 20030418 20030418154440 ACCESSION NUMBER: 0000032258-03-000203 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030416 FILED AS OF DATE: 20030418 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06035 FILM NUMBER: 03655804 BUSINESS ADDRESS: STREET 1: 3033 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8585529500 MAIL ADDRESS: STREET 1: 3033 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC MEMORIES & MAGNETICS CORP DATE OF NAME CHANGE: 19850610 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: RAY GENE W CENTRAL INDEX KEY: 0001082553 RELATIONSHIP: DIRECTOR FILING VALUES: FORM TYPE: 4 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 4 1 edgar.htm 4 Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net



1. Name and Address of Reporting Person*

RAY, GENE W.

2. Issuer Name and Ticker or Trading Symbol
THE TITAN CORPORATION TTN

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT   

(Last)      (First)     (Middle)

3033 SCIENCE PARK ROAD
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
April 16, 2003

(Street)

SAN DIEGO, CA 92121

5. If Amendment,
Date of Original
(Month/Day/Year)
 
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock in 401(k) Plan

 

 

 

 

 

 

 

76,479(1)

I

401(k) Plan

Common Stock in ESOP

 

 

 

 

 

 

 

12,541(1)

I

ESOP Trust

Common Stock

 

 

 

 

 

 

 

10,000(1)

I

Family Trust

Common Stock

04/16/03

04/16/03

M

 

269(2)

A

$2.416

 

 

 

Common Stock

04/16/03

04/16/03

M

 

52,702(3)

A

$2.509

 

 

 

Common Stock

04/16/03

04/16/03

F

 

18,716(4)

D

$7.10(4)

373,241

D

 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Options (right to buy)

$2.416

04/16/03

04/16/03

M

 

 

269(2)

 (5)

05/20/03

Common Stock

269

 

 

 

 

Employee Stock Options (right to buy)

$2.509

04/16/03

04/16/03

M

 

 

52,702(3)

 (6)

10/21/03

Common Stock

52,702

 

1,501,571

D

 

Explanation of Responses:

(1) Amounts carried forward from Form 4 previously filed by the reporting person for February 28, 2003.
(2) Represents the exercise of a stock option granted to the reporting person by the issuer on May 20, 1993 with the shares resulting from the exercise being held by the reporting person.
(3) Represents the exercise of a stock option granted to the reporting person by the issuer on October 21, 1993 with the shares resulting from the exercise being held by the reporting person.
(4) Represents shares owned by the reporting person used to pay the exercise price for acquisition of shares underlying the options detailed in footnotes 2 and 3 above.
(5) The stock option vested in four equal installments on May 20, 1994, 1995, 1996 and 1997.
(6) The stock option vested in four equal installments on October 21, 1994, 1995, 1996 and 1997.

  By: /s/ Gene W. Ray
             Matthew G. Colvin, Attorney-in-Fact
**Signature of Reporting Person
April 18, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 


                                POWER OF ATTORNEY

                         For Executing Forms 3, 4 and 5





Know all by these presents that the undersigned hereby constitutes and
appoints each Cheryl L. Barr and Matthew G. Colvin, signing singly, his true
and lawful attorney-in-fact to:



 1) Execute for and on behalf of the undersigned Forms 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;



 2) Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such Forms 3, 4
or 5 and execute any amendment or amendments thereto and the timely filing of
such form with the United States Securities and Exchange Commission and any
other authority; and



 3) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
or in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in
his/her discretion.



 The undersigned hereby grants to each such attorney-in-fact, full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his/her substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 18th day of April 2003.







    /s/ Gene W. Ray

    Gene W. Ray





Subscribed and sworn to before me on this 18th day of April 18, 2003



State of California )

                    ) ss.

County of San Diego )



                        /s/ Mary E. Coleman

Notary Public Seal      Signature of Notary Public

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