-----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, ViRaiLcrXNr6C+Bv7AGpiCYsa47E+k2v7g+j7qw1eUEaFykpMUhYgLVo9oECQwRn UkRaqxcJeRi6IKl30VgATQ== 0000032258-98-000003.txt : 19980116 0000032258-98-000003.hdr.sgml : 19980116 ACCESSION NUMBER: 0000032258-98-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980115 ITEM INFORMATION: FILED AS OF DATE: 19980115 SROS: NYSE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-06035 FILM NUMBER: 98507763 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 8-K 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): January 7, 1998 THE TITAN CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-06035 95-2588754 (Commission File No.) (IRS Employer Identification No.) 3033 Science Park Road San Diego, California 92121-1199 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (619) 552-9500 Item 5. Other Events. On January 6, 1998, The Titian Corporation ("Titan") announced that it had entered into a definitive agreement (the "Merger Agreement") with DBA Systems, Inc., a Florida corporation ("DBA"), whereby DBA will become a wholly-owned subsidiary of Titan Defense Systems Corporation, a Delaware corporation and wholly-owned subsidiary of Titan, in a stock-for-stock merger. Titan hereby incorporates by reference the contents of the news release announcing the signing of the Merger Agreement filed as Exhibit 99.1 to this report. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 News Release dated January 6, 1998. SIGNATURE 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. THE TITAN CORPORATION Dated: January __, 1998 By: Gene W. Ray Chief Executive Officer and President INDEX TO EXHIBITS 99.1 News Release dated January 6, 1998. EX-99 2 Press Release THE TITAN CORPORATION AND DBA SYSTEMS, INC. SIGN DEFINITIVE AGREEMENT FOR TITAN TO ACQUIRE DBA San Diego (January 6, 1998) -- The Titan Corporation (NYSE:TTN) and DBA Systems, Inc. (NASDAQ:DBAS) jointly announced today that they have signed a definitive merger agreement under which Titan will acquire all of DBA's 4,422,000 outstanding shares in a tax free exchange of common stock, with a fixed exchange ratio of 1.37 shares of Titan common stock for each DBA share. DBA Systems will become a part of Titan Information Technologies Corporation, a newly formed, wholly owned subsidiary of The Titan Corporation. The combined annual revenues for this subsidiary will be approximately $140 million. The transaction is subject to approval by the shareholders of both companies, as well as certain other conditions. Commenting on the acquisition, Gene W. Ray, Titan President and Chief Executive Officer stated, "The acquisition of DBA Systems brings to Titan a strong, growing core defense intelligence business that enhances our defense information technology capabilities, as well as promising commercial businesses. Certain of these commercial businesses were recently awarded significant orders, including a $10 million order for Asset Monitors. The addition of these strategic assets will help accelerate the achievement of Titan's strategic objectives in both our defense and commercial businesses. In addition, the acquisition brings to Titan additional outstanding management capabilities." Ray noted that Titan expects the acquisition to be accretive to earnings both prior to and following the realization of cost savings associated with the merger of DBA with Titan's defense information technologies business. "In addition," stated Ray, "consistent with our previously announced strategy of creating shareholder value through strategic transactions, we plan to continue our policy of spinning out or spinning off equity ownership interests in our defense and commercial businesses." Added John Slack, President and Chief Executive Officer of DBA, "There is considerable operational synergism between our companies, and all of us at DBA look forward to the opportunity to combine the best of both of our businesses. For example, where Titan is especially strong in the areas of command, control and communications, DBA is strong in the intelligence arena. In addition, through our combination with Titan, we believe the profitable growth of our commercial businesses will be accelerated." DBA Systems, based in Melbourne, Florida, is a developer and manufacturer of digital imaging products, electro-optical systems and threat simulation/training systems. The company's products and systems are primarily used by the defense and intelligence communities, but the company is also marketing its products to commercial markets including law enforcement, medical, transportation and geographic information system users. For the fiscal year ended June 30, 1997, DBA Systems reported an increase of 25% in revenues to $25,508,000, compared to $20,470,000 in the prior year. Net income for the year totaled $1,785,000, an increase of 54% over the previous year. The Titan Corporation, headquartered in San Diego, designs, manufactures and installs high technology information and electronic systems and products for commercial and government clients. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements. These forward-looking statements include statements about expectations relating to the potential acquisition of DBA by Titan, and the resulting benefits such as improved product development and sales, improved shareholder value, and accelerated growth. Actual results may differ materially due to factors including, but not limited to, integration of the companies' operations and the companies' dependence on government contracts. These and other risks are described in more detail in the companies' filings made from time to time with the Securities and Exchange Commission, which may be accessed on the World Wide Web at http://www.sec.gov. Contact: Scott Rieger, Investor Relations (619) 552-9400 / invest@titan.com Press releases and other Titan information are available on The Titan Corporation web site: http://www.titan.com/ If you would like to receive press releases via electronic mail, please contact the Corporate Communications Department at corpcomm@titan.com. 3033 Science Park Road - San Diego, CA 92121 TEL (619) 552-9500 - FAX (619) 552-9645 -----END PRIVACY-ENHANCED MESSAGE-----