-----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, WUUx8RmXjXVYXZ0YxYf8ElOl1rezg7Rigso+b/znJMG2zL31dYjsBPlAkmTtRove 5I1SbzCUQ8paN5Jys/Tl0A== 0001047469-05-018302.txt : 20050629 0001047469-05-018302.hdr.sgml : 20050629 20050629142309 ACCESSION NUMBER: 0001047469-05-018302 CONFORMED SUBMISSION TYPE: DEFM14A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 EFFECTIVENESS DATE: 20050629 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: DEFM14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06035 FILM NUMBER: 05923938 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 DEFM14A 1 a2160261zdefm14a.htm DEFM14A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

The Titan Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
o	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
ý	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:
		Persons who are to 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.

Dear Titan Stockholder:

On June 2, 2005, we entered into a merger agreement with L-3 Communications Corporation and Saturn VI Acquisition Corp., a wholly owned subsidiary of L-3 Communications Corporation. The merger agreement provides that L-3 Communications Corporation will acquire us by merging Saturn VI Acquisition Corp. with and into us. We will survive the merger as a wholly owned subsidiary of L-3 Communications Corporation.

Upon completion of the merger, you will be entitled to receive $23.10 in cash, without interest, for each share of our common stock that you own (less applicable withholding taxes). This price represents a premium of approximately 14%, 22% and 23% over the average daily closing price of Titan's common stock over the 30, 60 and 90 day periods, respectively, ended June 2, 2005, the date on which we signed the merger agreement. The receipt of cash in exchange for your shares as part of the acquisition will constitute a taxable transaction for you for U.S. federal income tax purposes.

The enclosed proxy statement and notice of a special meeting of Titan stockholders to be held on July 28, 2005 contains important information regarding the merger terms and conditions. You should read this document carefully prior to submitting your vote on the adoption of the merger agreement and approval of the merger.

Titan's board of directors has unanimously approved the merger and recommends that you vote FOR the adoption of the merger agreement and approval of the merger.

Your vote is very important. The merger cannot be completed unless Titan stockholders holding a majority of the outstanding shares entitled to vote at the special meeting vote to adopt the merger agreement and approve the merger. To be certain that your shares are voted at the special meeting, please mark, sign, date and return promptly the enclosed proxy card or vote by telephone or over the Internet, whether or not you plan to attend the special meeting in person. If you fail to submit your proxy, abstain or do not instruct your broker or nominee how to vote your shares, it will have the same effect as voting against the merger. Please do not send your stock certificates to Titan or the exchange agent at this time.

On behalf of the board of directors of Titan, I thank you in advance for your participation in this important matter.

		Sincerely,

		Gene W. Ray Chairman of the Board, President and Chief Executive Officer
This proxy statement is dated June 29, 2005 and is first being mailed to Titan stockholders on or about June 29, 2005.

THE TITAN CORPORATION
3033 Science Park Road
San Diego, California 92121
(858) 552-9500

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 28, 2005

To the Stockholders of The Titan Corporation:

You are cordially invited to attend a special meeting of stockholders of The Titan Corporation to be held at Titan's corporate headquarters located at 3033 Science Park Road, San Diego, California 92121, on Thursday, July 28, 2005 at 9:30 a.m., local time, to consider the following matters:

(1): A proposal to adopt the merger agreement and approve the merger of Titan with a wholly owned subsidiary of L-3 Communications Corporation; and
(2): Such other business as may properly come before the special meeting or any adjournments or postponements thereof.

The accompanying proxy statement forms a part of this notice and describes the terms and conditions of the merger agreement, as amended by a letter agreement dated June 28, 2005. We refer to the merger agreement, as amended, in this notice and the accompanying proxy statement as the merger agreement unless the context otherwise requires. A composite copy of the merger agreement, conformed to give effect to the letter agreement, is attached to the accompanying proxy statement as Annex A. Please review all of these materials carefully before submitting your proxy. This proxy solicitation is being made on behalf of Titan's board of directors.

To approve the merger, holders of a majority of the outstanding shares of Titan common stock must vote to adopt the merger agreement and approve the merger. The Titan board of directors recommends that stockholders vote FOR the merger proposal.

If a proposal for adjournment is properly presented at the special meeting or any adjournment thereof, the persons named as proxies will vote the shares represented thereby in their discretion with respect to such adjournment. The persons named as proxies will not, however, have the discretion to vote in favor of any adjournment as to any shares of Titan common stock that have been voted against the merger proposal.

To ensure your vote is counted, we urge you to vote using one of the following methods:

•: sign the enclosed proxy card and mail it in the enclosed, prepaid and addressed envelope;
•: call toll-free 1-800-PROXIES and follow the instructions; or
•: access the web page at www.voteproxy.com and follow the on-screen instructions.

If you attend the special meeting, you may revoke your proxy and vote in person even though you have submitted your proxy card or voted via the Internet or the toll-free number. Even if you plan to attend the special meeting, we urge you to submit a valid proxy promptly to ensure that your shares will be represented at the special meeting.

A complete list of Titan stockholders will be open to examination by any Titan stockholder for any purpose relevant to the special meeting between the hours of 9:00 a.m. and 4:30 p.m., local time, at

Titan's corporate headquarters for ten days prior to the special meeting. The Titan stockholder list will also be available at the special meeting and may be inspected by any Titan stockholder who is present.

		By order of the Board of Directors,

		Nicholas J. Costanza Senior Vice President, General Counsel and Secretary
San Diego, California June 29, 2005

TABLE OF CONTENTS

		Page
QUESTIONS AND ANSWERS ABOUT THE MERGER		1
SUMMARY TERM SHEET		5
	The Companies	5
	The Special Meeting	6
	Market for Titan's Common Stock and Related Stockholder Matters	7
	The Merger	7
	Merger Consideration; Source of Funds	7
	Recommendation of the Titan Board; Titan's Reasons for the Merger	8
	Opinions of Relational Advisors LLC and Lehman Brothers Inc.	8
	Effect on Titan's Stock Options and Warrants	8
	Effect on Titan's Stock Purchase Plans	9
	Interests of Certain Persons in the Merger; Conflicts of Interest	9
	Restrictions on Solicitation	9
	Conditions to the Merger	9
	Termination	10
	Termination Fee	11
	Material U.S. Federal Income Tax Consequences	11
	Memoranda of Understanding and Stipulations of Settlement in FCPA Civil Litigation	11
	Governmental and Regulatory Approvals	12
	Dissenters' Rights	12
SPECIAL NOTE CONCERNING FORWARD LOOKING STATEMENTS		13
MARKET FOR TITAN'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS		14
THE SPECIAL MEETING		15
	Date, Time and Place of the Special Meeting	15
	Purpose of the Special Meeting	15
	Recommendation of the Titan Board	15
	Record Date	15
	Quorum	15
	Required Vote	15
	Proxies	16
	Other Matters	17
	Adjournments	17
	Revocation	17
	Solicitation of Proxies	18
THE MERGER		19
	Background of the Merger	19
	Recommendation of the Titan Board; Titan's Reasons for the Merger	24
	Opinion of Relational Advisors LLC	27
	Opinion of Lehman Brothers Inc.	32
	Interests of Certain Persons in the Merger; Conflicts of Interest	37
	Procedures for Exchange of Titan Stock Certificates	41
	Source of Funds	42
	Delisting and Deregistration of Titan Common Stock	42
	Anticipated Accounting Treatment	42
	Governmental and Regulatory Approvals	43
	Material U.S. Federal Income Tax Consequences	43
	Dissenters' Rights	45
	Legal Proceedings	47

THE MERGER AGREEMENT			51
	General		51
	Merger Consideration		51
	Representations and Warranties		52
	Covenants Under the Merger Agreement		54
	Conditions to the Merger		60
	Termination of the Merger Agreement		61
	Material Adverse Effect		62
	Termination Fee		62
	Expenses and Fees		63
	Amendment and Waiver		63
	Assignment		63
BENEFICIAL OWNERSHIP TABLE			63
STOCKHOLDER PROPOSALS			65
OTHER MATTERS			65
WHERE YOU CAN FIND MORE INFORMATION			66
ANNEX A		Merger Agreement
ANNEX B		Section 262 of the General Corporation Law of the State of Delaware
ANNEX C		Opinion of Relational Advisors LLC
ANNEX D		Opinion of Lehman Brothers Inc.

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:: What is the proposed transaction that I am being asked to approve?
A:: You are being asked to vote to adopt the merger agreement and approve the merger of Titan with a wholly owned subsidiary of L-3. Under the merger agreement, Saturn VI Acquisition Corp. will be merged with and into Titan at the effective time of the merger. Titan, as the surviving legal entity in the merger, will continue to exist under Delaware law as a wholly owned subsidiary of L-3.
Q:: What will I receive for my Titan common stock in the merger?
A:: As a result of the merger, you will be entitled to receive $23.10 in cash, without interest, for each share of our common stock that you own at the effective time (less applicable withholding taxes). For example, if you own 100 shares of our common stock, you will receive $2,310 in cash, without interest. Upon completion of the merger, you will cease to own your shares and any ownership interest in Titan because your shares will be converted into the right to receive cash as described above. L-3 will become the indirect owner of all of our shares. We will no longer be publicly held, and our common stock will cease to be traded on the New York Stock Exchange.
Q:: What does Titan's board of directors recommend?
A:: Titan's board of directors has unanimously determined that the merger agreement and the merger are advisable, fair to and in the best interests of Titan and its stockholders and recommends that you vote FOR the adoption of the merger agreement and approval of the merger. In reaching its decision, Titan's board considered a number of factors that are described in more detail in "The Merger—Recommendation of the Titan Board; Titan's Reasons for the Merger."
Q:: How will L-3 finance the aggregate merger consideration?
A:: The aggregate consideration payable to our stockholders, option holders and warrant holders in the merger is approximately $2.1 billion. L-3 has advised us that it intends to finance the aggregate merger consideration through a combination of its available cash, borrowings under its existing revolving credit facility, and the issuance of new debt securities by it. L-3 has obtained commitments for $2.0 billion of interim debt financing which, in addition to its cash on hand and available revolving credit, would be sufficient, if needed, to complete the acquisition without issuing the new debt securities. There is no financing condition to the completion of the merger.
Q:: What are the U.S. federal income tax consequences of the merger to Titan stockholders?
A:: In general, you will recognize gain or loss equal to the difference between the amount of cash you receive in the merger and your adjusted tax basis in your shares of Titan common stock. Tax matters are very complicated, and the tax consequences of the merger to you will depend on the facts of your particular situation. You should consult your own tax advisor as to the specific tax consequences to you of the merger, including the applicable federal, state, local and foreign tax consequences.
Q:: Am I entitled to dissenters' rights?
A:: Yes. You may dissent from the adoption of the merger agreement and approval of the merger and, by complying with applicable Delaware law, have the fair value of your shares of Titan common stock determined by a court. The fair value of your shares of Titan common stock, as determined by a court, may be more or less than the consideration to be paid in the merger. If the holders of more than 10% of Titan's outstanding common stock properly dissent, L-3 is not required to

complete the merger. For more information about dissenters' rights in the merger, see "The Merger—Dissenters' Rights."

To exercise dissenters' rights, you must not vote in favor of the adoption of the merger agreement and approval of the merger, and you must strictly comply with all of the applicable requirements of Delaware law summarized under the heading "The Merger—Dissenters' Rights." Shares of Titan common stock held by Titan stockholders who have perfected dissenters' rights will not be converted into the right to receive the merger consideration at the effective time of the merger.

We have included a copy of Section 262 of the DGCL, which governs dissenters' rights, as Annex B to this proxy statement.

Q:

Who can vote at the special meeting?

A:

Holders of record of Titan common stock at the close of business on June 28, 2005 can vote at the special meeting. On that date, approximately 85,655,303 shares of Titan common stock were outstanding and entitled to vote.

Q:

How do the record holders of Titan common stock vote their shares?

A:

Stockholders whose shares of Titan common stock are registered in their own name may submit their proxies by one of the following methods:

•: sign the enclosed proxy card and mail it in the enclosed, prepaid and addressed envelope;
•: call toll free 1-800-PROXIES and follow the instructions; or
•: access the webpage at www.voteproxy.com and follow the on-screen instructions.

Votes submitted via the Internet or by telephone must be received by 12:00 midnight, New York City time, on July 27, 2005. Submitting your proxy will not affect your right to vote in person if you decide to attend the special meeting.

The telephone and Internet voting procedures are designed to authenticate stockholders' identities, to allow stockholders to give their voting instructions and to confirm that stockholders' instructions have been recorded properly. If you vote via the Internet, you may incur costs associated with electronic access, including charges from your Internet access provider and/or telephone company.

Also, you may vote your shares in person at the special meeting. Titan will pass out written ballots to anyone who wants, and is entitled, to vote at the special meeting. If you hold your shares in street name, you must request a legal proxy from your broker or bank in order to vote in person at the special meeting.

If you receive more than one proxy card, it is because you hold your shares in different names or in different capacities. You should complete, date, sign and return all of the proxy cards.

Q:: If I hold my shares of Titan common stock in "street name," will my shares be voted if I do not return my proxy card or vote via the Internet or by telephone?
A:: If you hold your shares of Titan common stock in "street name," and your broker or bank does not receive your instructions, it may not vote your shares of Titan common stock on the adoption of the merger agreement and approval of the merger because this proposal is not considered a "routine" matter by the New York Stock Exchange.

If the broker or bank cannot vote on a particular matter because it is considered "non-routine," there is a "broker non-vote" on that matter. Abstentions and broker non-votes will be treated as

shares present, in person or by proxy, and entitled to vote for purposes of determining a quorum at the special meeting but will have the same effect as votes against adoption of the merger agreement and approval of the merger.

It is important that you provide instructions to your broker or bank by voting your proxy promptly to ensure that all shares of Titan common stock you own will be voted as you wish at the special meeting.

YOU MAY HAVE GRANTED TO YOUR BROKER OR BANK DISCRETIONARY VOTING AUTHORITY OVER YOUR ACCOUNT. YOUR BROKER OR BANK MAY BE ABLE TO VOTE YOUR SHARES OF TITAN COMMON STOCK DEPENDING ON THE TERMS OF YOUR AGREEMENT WITH THEM.

Q:: How do I vote shares of Titan common stock held in Titan employee benefit plans? Are there special procedures that I need to follow?
A:: Yes. If you own shares of Titan common stock through a Titan employee benefit plan, you will receive a separate voting instruction card for the shares of Titan common stock allocated to you under those plans which, among other things, will set forth any special rules for providing such instructions. Titan has the following employee benefit plans through which you may hold shares: The Titan Corporation Consolidated Retirement Plan, the Titan Employee Stock Purchase Plan, the AverStar, Inc. Profit Sharing & Savings Plan and the BTG, Inc. Employee Stock Purchase Plan.

By completing the appropriate voting instruction card, you will provide voting instructions to the trustee of the applicable plan for shares of Titan common stock allocated to you under those plans. If the trustee does not receive voting instructions from you, the trustee may vote your shares of Titan common stock held in those plans in the same proportion as the shares of Titan common stock voted by all other respective plan participants on the proposal.

Your completed voting instruction card must be received no later than 4:00 p.m., New York City time, on July 27, 2005, or on such later date to which the deadline may be extended.

Q:: What vote is required for approval?
A:: The affirmative vote of holders of a majority of the outstanding shares of Titan common stock entitled to vote at the special meeting is required to adopt the merger agreement and approve the merger.
Q:: When do you expect the merger to be completed?
A:: L-3 and Titan are working to complete the merger as promptly as reasonably possible. L-3 and Titan expect to complete the merger as soon as practicable after the satisfaction of all conditions to the completion of the merger, including, but not limited to, the approval of Titan stockholders at the special meeting, expiration or termination of the waiting period applicable to the completion of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which we refer to in this proxy statement as the HSR Act) and our successful completion of a consent solicitation with respect to our outstanding 8% senior subordinated notes due 2011. L-3 and Titan currently anticipate that this will occur in the third quarter of 2005. Some of the conditions to completion of the merger are not within L-3's or Titan's control.

Q:: What do I need to do now?
A:: After carefully reading and considering the information contained in this proxy statement, please complete and return your proxy as soon as possible so that your shares of Titan common stock may be voted at the special meeting.

Your proxy card will instruct the persons named on the proxy card to vote your shares of Titan common stock at the special meeting as you direct. If you sign and send in your proxy card and do not indicate how you want to vote, your proxy will be voted FOR adoption of the merger agreement and approval of the merger. If you do not vote or if you abstain, the effect will be a vote against the proposal. Your vote is very important, regardless of the number of shares that you own.

Q:

Should I send in my Titan stock certificates now?

A:

No. You should not send in your Titan stock certificates now. After we complete the merger, the exchange agent, EquiServe Trust Company, N.A., will send you a letter of transmittal containing written instructions for exchanging your Titan stock certificates for the merger consideration.

Q:

May I change my vote after I have submitted my proxy card?

A:

Yes. You may change your vote at any time before your proxy is voted at the special meeting. If your shares of Titan common stock are registered in your own name, you can do this in one of three ways:

•: signing another proxy card with new instructions with a later date or time;
•: delivering later proxy instructions via regular mail, on the Internet or by telephone; or
•: voting in person at the special meeting.

Any written notice of revocation or subsequent proxy should be delivered to Titan's Corporate Secretary at 3033 Science Park Road, San Diego, California 92121, before the taking of the vote at the special meeting. If you transmit changed instructions by regular mail, you should allow sufficient time for your instructions to be delivered prior to the special meeting. Any notice of revocation or subsequent proxy submitted via the Internet or by telephone must be received by 12:00 midnight, New York City time, on July 27, 2005.

Q:: If I plan to attend the special meeting in person, should I still grant my proxy?
A:: Whether or not you plan to attend the special meeting in person you should submit your proxy as soon as possible.
Q:: Who can help answer my questions?
A:: If you have any questions about the merger or if you need additional copies of this proxy statement or the enclosed proxy card or any other materials relating to the proposed transaction, you should contact either of the following:

The Titan Corporation
Investor Relations
3033 Science Park Road
San Diego, California 92121
Telephone: (858) 552-9500
email: invest@titan.com

Georgeson Shareholder Communications
Telephone: (800) 219-8343

SUMMARY TERM SHEET

This summary term sheet is not intended to be complete and is qualified in all respects by the more detailed information appearing elsewhere in this proxy statement. We encourage Titan stockholders to review this entire proxy statement carefully, including the annexes attached hereto. We have included as Annex A to this proxy statement a copy of the merger agreement. You should carefully read the complete text of the merger agreement for its precise legal terms and other information that may be important to you. We have attached the merger agreement to this proxy statement to disclose the precise terms and conditions of the merger. For information on how to obtain the documents that Titan and L-3 have filed with the Securities and Exchange Commission (which we refer to in this proxy statement as the SEC), see "Where You Can Find More Information."

The Companies

The Titan Corporation
3033 Science Park Road
San Diego, California 92121
(858) 552-9500

The Titan Corporation, a Delaware corporation, is a technology developer and systems integrator for the Department of Defense, the Department of Homeland Security and intelligence and other key government agencies. Titan provides a range of services and systems solutions. These services and solutions include research and development, design, installation, integration, test, logistics support, maintenance and training. Titan also provides services and solutions to government agencies with sophisticated information systems. These include information processing, information fusion, data management, and communication systems. In addition, Titan develops and produces digital imaging products, sensors, lasers, electro-optical systems, threat simulation/training systems, intelligence electronic hardware, signal intercept systems, and complex military specific systems.

Titan common stock is listed on the New York Stock Exchange under the symbol "TTN." Titan's website address is www.titan.com. The contents of that website are not part of this proxy statement.

L-3 Communications Corporation
600 Third Avenue
New York, New York 10016
(212) 697-1111

L-3 Communications Corporation, a Delaware corporation, is a subsidiary of L-3 Holdings, Inc. L-3 is a leading supplier of a broad range of products used in a substantial number of aerospace and defense platforms. It also is a major supplier of subsystems on many platforms, including those for secure communication networks and communication products, mobile satellite communications, information security systems, shipboard communications, naval power systems, fuzes and safety and arming devices for missiles and munitions, microwave assemblies for radars and missiles, telemetry and instrumentation and airport security systems. L-3 also is a prime system contractor for aircraft modernization and operations & maintenance (O&M), Intelligence, Surveillance and Reconnaissance (ISR) collection systems, training and simulation, and government support services. L-3's customers include the U.S. Department of Defense (DoD) and its prime contractors, the U.S. Department of Homeland Security (DHS), U.S. Government intelligence agencies, major aerospace and defense contractors, allied foreign government ministries of defense, commercial customers and certain other U.S. federal, state and local government agencies.

L-3's website address is www.L-3Com.com. The contents of that website are not part of this proxy statement.

Saturn VI Acquisition Corp.
600 Third Avenue
New York, New York 10016
(212) 697-1111

Saturn VI Acquisition Corp. is a Delaware corporation and a wholly owned subsidiary of L-3 that was incorporated in May 2005 solely for the purpose of effecting the merger with Titan. References in this proxy statement to "Saturn VI" refer to Saturn VI Acquisition Corp.

The Special Meeting (page 15)

•: Date, Time and Place. The special meeting will take place on Thursday, July 28, 2005 at 9:30 a.m., local time, at Titan's corporate headquarters located at 3033 Science Park Road, San Diego, California 92121.
•: Purpose of the Special Meeting. At the special meeting, the holders of Titan common stock will be asked to adopt the merger agreement and approve the merger.
•: Record Date; Stock Entitled to Vote; Share Ownership of Directors and Executive Officers. The close of business on June 28, 2005 is the record date for determining if you are entitled to vote at the special meeting. At that date, there were approximately 85,655,303 shares of Titan common stock outstanding and entitled to vote. Each share of Titan common stock is entitled to one vote at the special meeting. As of the record date, directors and executive officers of Titan beneficially owned and had the right to vote 1,969,384 shares of Titan common stock entitling them to exercise approximately 2.3% of the voting power of Titan common stock.
•: Quorum. A majority of the shares of Titan common stock entitled to vote as of the record date must be present at the special meeting, either in person or by proxy, in order for there to be a quorum at the special meeting. Abstentions and broker non-votes will be treated as shares present and entitled to vote for purposes of determining a quorum at the special meeting. There must be a quorum for the vote on the merger agreement and the merger to be taken.
•: Required Vote. The affirmative vote of the holders of a majority of the outstanding shares of Titan common stock entitled to vote at the special meeting is required to adopt the merger agreement and approve the merger. Broker non-votes, abstentions and failures to vote will have the same effect as a vote against the adoption of the merger agreement and approval of the merger.
•: Voting of Proxies. You can vote using the proxy card accompanying this proxy statement in order to have your shares represented at the special meeting. All properly submitted proxies received by Titan before the special meeting that are not revoked prior to being voted at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, FOR adoption of the merger agreement and approval of the merger. To vote, please sign the enclosed proxy card and mail it in the enclosed, prepaid and addressed envelope or vote by telephone or via the Internet pursuant to the instructions provided on the enclosed proxy card. If any other matters properly come before the special meeting of Titan stockholders and are properly voted upon, the proxies will give the individuals named as proxies discretionary authority to vote the shares represented by these proxies as to any of these matters. If a proposal for adjournment is properly presented at the special meeting, or any adjournment thereof, the persons named as proxies will vote the shares represented thereby in their discretion with respect to such adjournment. The persons named as proxies will not, however, have the discretion to vote in favor of any adjournment as to any shares of Titan common stock that have been voted against the merger proposal.

•: Voting Shares Held in "Street Name." If you hold your shares in an account with a broker or bank, you must instruct the broker or bank on how to vote your shares. If a proxy card returned by a broker or bank holding shares indicates that the broker or bank does not have authority to vote on the proposal to adopt the merger agreement and approve the merger, the shares will not be voted on the merger proposal. This is called a "broker non-vote." Your broker or bank will vote your shares on the merger proposal only if you provide instructions on how to vote by following the instructions provided to you by your broker or bank. If you hold your shares of Titan common stock in street name, you must request a legal proxy from your broker or bank in order to vote in person at the special meeting.
•: Voting Employee Benefit Plan Shares. Titan stockholders who own shares of Titan common stock under The Titan Corporation Consolidated Retirement Plan, the Titan Employee Stock Purchase Plan, the AverStar, Inc. Profit Sharing & Savings Plan and the BTG, Inc. Employee Stock Purchase Plan will receive separate voting instruction cards. By completing the appropriate voting instruction card, plan participants may provide voting instructions to the trustee of the applicable plan for shares of Titan common stock held through that plan. If the trustee does not receive voting instructions from a plan participant, the trustee may vote the participant's shares under the respective plan in the same proportion as the shares of Titan common stock voted by all other respective plan participants on the merger proposal.
•: Revocation of Proxies. If your shares of Titan common stock are registered in your name, you may change your vote at any time before your proxy card is voted at the special meeting by (1) signing another proxy card with new instructions with a later date or time, (2) delivering later proxy instructions via regular mail, on the Internet or by telephone, or (3) voting in person at the special meeting. If you have instructed a broker or bank to vote your shares, you must follow the instructions received from your broker or bank if you wish to change those instructions.

Market for Titan's Common Stock and Related Stockholder Matters (page 14)

Our common stock is listed and traded on The New York Stock Exchange under the ticker symbol "TTN." On May 17, 2005 (the trading day prior to when speculation began in the press concerning a possible transaction involving Titan), our common stock closed at $18.79 per share. On June 2, 2005, the last full trading day prior to the public announcement of the proposed merger, our common stock closed at $22.79 per share. On June 28, 2005, the last full trading day prior to the date of this proxy statement, our common stock closed at $22.69 per share.

The Merger (page 19)

If the conditions to the completion of the merger are satisfied, Saturn VI will be merged with and into Titan at the effective time of the merger. After the merger, Titan, as the surviving legal entity in the merger, will continue its existence under Delaware law as a wholly owned subsidiary of L-3. A copy of the merger agreement is attached to this proxy statement as Annex A and is incorporated in this proxy statement by reference. You should carefully read the complete text of the merger agreement for its precise legal terms and other information that may be important to you. We have attached the merger agreement to this proxy statement to disclose the precise terms and conditions of the merger.

Merger Consideration; Source of Funds (pages 51 and 42, respectively)

If we complete the merger, you will be entitled to receive $23.10 in cash, without interest, for each outstanding share of Titan common stock that you own at the effective time (less applicable withholding taxes). Shares of Titan common stock held by Titan stockholders who have perfected dissenters' rights will not be converted into the right to receive the merger consideration.

L-3 has informed us that it expects to fund the cash requirements for the merger from a combination of available cash, borrowings under its existing revolving credit facility and the issuance of new debt securities. L-3 has obtained commitments for $2.0 billion of interim debt financing which, in addition to its cash on hand and available revolving credit, would be sufficient, if needed, to complete the acquisition without issuing the new debt securities. The merger is not conditioned upon L-3 obtaining financing.

Recommendation of the Titan Board; Titan's Reasons for the Merger (page 24)

Titan's board of directors has unanimously adopted the merger agreement and approved the merger and determined that the merger agreement and the merger are advisable, fair to and in the best interests of Titan and its stockholders. Accordingly, Titan's board recommends that Titan stockholders vote FOR the adoption of the merger agreement and approval of the merger. In reaching its decision, Titan's board considered a number of factors that are described in more detail in "The Merger—Recommendation of the Titan Board; Titan's Reasons for the Merger." Titan's board of directors did not assign relative weight to any factors. In addition, Titan's board of directors did not reach any specific conclusion on each factor considered but conducted an overall analysis of these factors. Individual members of Titan's board of directors may have given different weight to different factors.

Opinions of Relational Advisors LLC and Lehman Brothers Inc. (pages 27 and 32, respectively)

In deciding to adopt the merger agreement and approve the merger, Titan's board of directors considered the opinions, delivered orally on May 31, 2005 and confirmed both orally and in writing on June 2, 2005, of each of its financial advisors, Relational Advisors LLC and Lehman Brothers Inc., that as of the respective dates and based on and subject to the matters stated in the opinions, the merger consideration was fair, from a financial point of view, to the holders of Titan common stock.

The written opinions of each of Relational Advisors and Lehman Brothers are attached as Annexes C and D, respectively, to this proxy statement. We encourage you to read these opinions carefully and in their entirety for a description of the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by each of Relational Advisors and Lehman Brothers in rendering its opinion.

Relational Advisors' and Lehman Brothers' advisory services and opinion were provided for the information and assistance of the Titan board of directors in connection with its consideration of the merger. Each of these opinions are directed only to the fairness, from a financial point of view, of the merger consideration pursuant to the proposed merger, and do not address any other aspect of the merger or any related transaction. These opinions are not intended to be and do not constitute recommendations to any stockholder of Titan as to how that stockholder should vote with respect to the merger. Neither Relational Advisors nor Lehman Brothers was requested to opine as to, and neither the Relational Advisors opinion nor the Lehman Brothers opinion addresses, Titan's underlying business decision to proceed with or effect the merger.

Effect on Titan's Stock Options and Warrants (page 52)

Immediately prior to the effective time of the merger, all rights with respect to each outstanding option to purchase shares of Titan common stock held under any director or employee stock option plan or agreement will be cancelled, and the holder of such option will receive cash in an amount equal to $23.10 less the applicable per share exercise price of the option for each share of Titan common stock subject to the option immediately before the effective time (less applicable withholding taxes).

At the effective time of the merger, each outstanding warrant to purchase Titan common stock will be converted into a warrant to receive cash. Following the effective time of the merger, each

outstanding Titan warrant will be exercisable for cash in an amount equal to $23.10 less the applicable per share exercise price for each share of Titan common stock subject to the warrant immediately before the effective time (less applicable withholding taxes). The duration and other terms of Titan warrants will remain unchanged.

Effect on Titan's Stock Purchase Plans (page 52)

Titan's 2002 Employee Stock Purchase Plan, 2000 Employee Stock Purchase Plan and 1995 Employee Stock Purchase Plan will terminate at the effective time of the merger. Titan's employee stock purchase plans were suspended effective June 3, 2005, and no new offering periods will be allowed to commence under the stock purchase plans during the period prior to the completion of the merger. There are currently no offering periods that are open under any of Titan's stock purchase plans.

Interests of Certain Persons in the Merger; Conflicts of Interest (page 37)

In considering the recommendation of Titan's board of directors with respect to the merger agreement and the merger, you should be aware that some of the directors and executive officers of Titan have interests in the merger that are different from, or are in addition to, the interests of Titan stockholders generally. The members of Titan's board of directors were aware of these interests of directors and executive officers and considered them when the board adopted the merger agreement, approved the merger and made its recommendation to Titan stockholders. These interests relate to, among other things:

•: the rights of some of Titan's executive officers to receive cash severance payments and other benefits in the event of the termination of their employment under some circumstances in connection with the merger;
•: the accelerated vesting and cash-out of options to purchase Titan common stock held by Titan's executive officers and directors;
•: the right to continued directors' and officers' insurance coverage for a period of six years, to be paid for by L-3, of Titan's directors and executive officers for acts or omissions occurring prior to the merger; and
•: the inclusion in the surviving entity's governing documents following the merger of provisions requiring the surviving entity to exculpate and indemnify Titan's directors and officers.

Restrictions on Solicitation (page 58)

Subject to certain exceptions, the merger agreement prohibits Titan, its subsidiaries and agents from directly or indirectly soliciting, knowingly encouraging, participating in any discussions regarding, furnishing any non-public information with respect to, or assisting or facilitating any proposal for any third party to acquire Titan, its subsidiaries or more than 5% of Titan's assets or capital stock.

Conditions to the Merger (page 60)

The obligations of L-3 and Titan to complete the merger are subject to satisfaction (or waiver) of the following conditions:

•: the other party's representations and warranties being true and correct, except for such failures of such representations and warranties to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect (as defined in "The Merger Agreement—Material Adverse Effect") on such party (in the case of Titan) and its

ability to perform its obligations under the merger agreement (in the case of Titan, L-3 and Saturn VI);

•: the other party having complied in all material respects with such party's covenants;
•: the adoption of the merger agreement and approval of the merger by the requisite vote of the Titan common stockholders;
•: no laws having been adopted or promulgated and no temporary restraining order or preliminary or permanent injunction of any court or other governmental authority having been issued that makes the merger illegal or otherwise prohibits its completion; and
•: expiration or termination of the waiting period applicable to the completion of the merger under the HSR Act and under German competition law.

L-3's and Saturn VI's obligations are further conditioned on satisfaction (or waiver) of the following conditions:

•: there not having occurred since the date of the merger agreement changes, effects, circumstances or events that have had or are reasonably likely to have a material adverse effect on Titan's business, condition (financial or otherwise), assets or results of operations, subject to certain exceptions discussed under "The Merger Agreement—Material Adverse Effect;" provided that a material adverse effect will be deemed to have occurred if, with respect to certain ongoing governmental investigations to which Titan is subject and that have been previously disclosed in Titan's SEC filings, material adverse facts that were either previously known but were undisclosed to L-3 or were previously unknown are disclosed or discovered after June 2, 2005, or new material adverse events arise after June 2, 2005, and such facts or events would be reasonably likely, after Titan has been given at least 60 days to avoid such outcome, to (1) result in a material portion of Titan and its subsidiaries, taken as a whole, being suspended or debarred from participation in the award of government contracts or (2) otherwise materially restrict the ability of Titan and its subsidiaries to do business with U.S. agencies or instrumentalities which account for a material portion of their consolidated revenues;
•: executed stipulations of settlement with respect to the stockholder class actions and derivative actions arising out of certain Foreign Corrupt Practices Act (which we refer to in this proxy statement as the FCPA) matters and the failed merger with Lockheed Martin Corporation having been submitted to the applicable courts for approval (please see "The Merger—Legal Proceedings" for further details on the stipulations of settlement);
•: dissenting shares not constituting more than 10% of the number of shares of Titan common stock issued and outstanding;
•: receipt of all necessary governmental waivers, consents, orders and approvals, except where the failure to obtain the same would not reasonably be expected to have a material adverse effect on L-3's business, condition (financial or otherwise), assets or results of operations, subject to certain exceptions discussed under "The Merger Agreement—Material Adverse Effect;" and
•: Titan's successful completion of a consent solicitation with respect to its outstanding 8% senior subordinated notes due 2011.

Termination (page 61)

The merger agreement may be terminated by the mutual consent of L-3 and Titan. Additionally, either L-3 or Titan may terminate the merger agreement if:

•: through no fault of the party seeking to terminate the merger agreement, the merger is not completed by the later of (1) December 31, 2005, or (2) if the parties are then taking action in

connection with obtaining any necessary governmental approval under applicable antitrust law or contesting or resisting any other action, including any legislative, administrative or judicial action, that restricts, prevents or prohibits the merger, February 28, 2006;

•: the party seeking termination is not in material breach of the merger agreement and the other party has materially breached a representation, warranty, covenant or obligation of that party contained in the merger agreement and such breach is either not capable of being cured or, with respect to a covenant or agreement that is capable of being cured, has not been cured within 30 days of written notice of the breach;
•: Titan stockholders fail to adopt the merger agreement and approve the merger at the special meeting; or
•: Titan's board of directors provides written notice to L-3 that it has determined to accept an alternative acquisition proposal that it believes is more favorable to the Titan stockholders than the proposed merger with L-3.

L-3 may terminate the merger agreement if Titan's board of directors adversely withdraws, modifies, withholds or changes its recommendation of the merger agreement or recommends an alternative acquisition transaction with a third party.

Termination Fee (page 62)

The merger agreement requires Titan to pay L-3 a termination fee of (1) $41.6 million if the merger agreement is terminated under certain circumstances and the fee is paid within 30 days following the date of the merger agreement or (2) $62.4 million if the merger agreement is terminated under certain circumstances and the fee is paid on or after 30 days following the date of the merger agreement.

Material U.S. Federal Income Tax Consequences (page 43)

In general, if you are a U.S holder of our common stock, you will recognize gain or loss for federal income tax purposes equal to the difference between the amount of cash you receive in the merger and your adjusted tax basis in your shares of Titan common stock. If you are a non-U.S. holder of our common stock, the merger will generally not be a taxable transaction to you under U.S. federal income tax laws unless you have certain connections to the United States. Tax matters are very complicated, and the tax consequences of the merger to you will depend on the facts of your particular situation. You should consult your own tax advisor as to the specific tax consequences to you of the merger, including the applicable federal, state, local and foreign tax consequences.

Memoranda of Understanding and Stipulations of Settlement in FCPA Civil Litigation (page 48)

Titan and its directors and officers are the subject of several purported class actions and derivative actions arising out of Titan's alleged violations of the FCPA and the failed merger with Lockheed Martin Corporation (which we collectively refer to in this proxy statement as the FCPA Civil Litigation). On June 2, 2005, the parties to the FCPA Civil Litigation, through their counsel, executed two memoranda of understanding pursuant to which all of those actions would be fully and finally resolved.

The settlement of the federal securities action and the breach of fiduciary duty actions is the subject of a memorandum of understanding (which we refer to in this proxy statement as the Securities MOU) pursuant to which Titan, or its successor in interest, has agreed to pay the sum of $61.5 million (which we refer to in this proxy statement as the Settlement Fund) to settle those actions. The plaintiffs' attorneys fees and expenses, in an amount to be determined, will, subject to court approval, be subtracted from the Settlement Fund. If the settlement becomes effective, Titan and its directors

and officers will receive a complete release from all claims that have been, or could have been, raised in the federal securities action and/or the breach of fiduciary duty actions. In order for the settlement to become effective, the merger must close and the parties must receive final court approval of a Stipulation of Settlement, which the parties expect to file in the U.S. District Court for the Southern District of California by July 22, 2005. The parties to the Securities MOU are currently engaged in confirmatory discovery.

The settlement of the derivative actions and the shareholder action against Titan seeking to inspect Titan's books and records (which we refer to in this proxy statement as the Section 220 action) is the subject of a memorandum of understanding (which we refer to in this proxy statement as the Derivative MOU). L-3, through its counsel, is also a signatory to the Derivative MOU. The Derivative MOU provides that, by virtue of the negotiations between counsel for plaintiff and representatives of L-3, benefits were conferred upon Titan and its stockholders in connection with the merger. These benefits include an increase in the price paid by L-3 to Titan's stockholders in the Merger from $22.76 per share to $23.10 per share, and a decrease in the termination fee from 3.5% to 2% of the equity value of Titan if the termination fee is paid within 30 days of the execution of the merger agreement, and 3% thereafter. The Derivative MOU provides that plaintiff's counsel will apply for an attorneys' fee and expense award, subject to court approval, not to exceed $5.9 million which shall be paid by L-3, as Titan's successor. If the settlement contemplated by the Derivative MOU becomes effective, Titan, L-3 and their respective directors and officers will receive a complete release from all claims that have been, or could have been, raised in the derivative actions and the Section 220 action, and this release will extend to all potential claims in connection with the merger. In order for the settlement of the derivative actions and the Section 220 action to become effective, the merger must close and the parties must receive final court approval of a Stipulation of Settlement, which the parties expect to file in the Chancery Court of the State of Delaware by July 22, 2005. The parties to the Derivative MOU are currently engaged in confirmatory discovery.

Governmental and Regulatory Approvals (page 43)

Under the HSR Act, the merger may not be completed until notifications have been given to the Federal Trade Commission (which we refer to in this proxy statement as the FTC) and the Antitrust Division of the Department of Justice (which we refer to in this proxy statement as the DOJ), and the specified waiting period has ended. On June 13, 2005, L-3 and Titan each filed a Notification and Report Form with the FTC and the DOJ and requested an early termination of the waiting period. If the early termination is not granted and a request for additional information by the relevant antitrust authorities is not made, the waiting period will expire at 11:59 p.m. on July 13, 2005. In addition, the merger is reportable under the competition law of Germany. The parties are not aware of any other competition filings that must be made in connection with the merger.

Dissenters' Rights (page 45)

Under the Delaware General Corporation Law (which we refer to in this proxy statement as the DGCL) Titan stockholders have the right to dissent from the merger agreement and have the fair value of their shares of Titan common stock determined by the Delaware Court of Chancery. If the holders of more than 10% of Titan's outstanding common stock properly dissent, L-3 is not required to complete the merger. A discussion of these dissenters' rights is included in this proxy statement under "The Merger—Dissenters' Rights" and the relevant provisions of the DGCL are included as Annex B to this proxy statement.

Shares of Titan common stock outstanding immediately prior to the effective time of the merger and held by a holder who (1) does not vote to adopt the merger agreement and approve the merger and (2) has properly demanded appraisal for such Titan common stock in accordance with Section 262 of the DGCL will not be converted into the right to receive the merger consideration and will be entitled only to the rights granted by the DGCL.

SPECIAL NOTE CONCERNING FORWARD LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Forward-looking information is based on projections and estimates, not historical information. Some statements in this proxy statement are forward-looking and use words like "may," "believe," "expect," "plan," "anticipate," "estimate" and other expressions. Titan also may provide oral or written forward-looking information in other materials released by Titan to the public.

These forward-looking statements involve risks and uncertainties and reflect the best judgment of Titan based on then current information. The financial condition and results of operations of Titan can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. In addition, other factors may affect the accuracy of the forward-looking information, including the following:

•: the satisfaction of all of the conditions to the completion of the merger, including receiving the approval of stockholders holding a majority of the outstanding shares entitled to vote at the special meeting of our stockholders;
•: legislative or regulatory changes which may adversely affect the businesses in which we are engaged;
•: potential or actual litigation, including those matters described under "The Merger—Legal Proceedings," or litigation challenging the proposed merger;
•: general economic, financial and business conditions;
•: changes in tax laws; and
•: actions of U.S., foreign and local governments.

Actual events and the results of operations may vary materially. While it is not possible to identify all factors, Titan faces many risks and uncertainties that could cause actual results to differ from our forward-looking statements, including the risks described in the documents filed by Titan with the SEC. See "Where You Can Find More Information."

Titan does not assume any responsibility to publicly update any of the forward-looking statements regardless of whether factors change as a result of new information or future events or for any other reason. You should review any additional disclosures made by Titan in its Forms 10-K, 10-Q and 8-K filed with the SEC.

MARKET FOR TITAN'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Titan's common stock is listed and traded on The New York Stock Exchange under the trading symbol "TTN." At June 28, 2005, the record date for the special meeting of our stockholders, there were approximately 3,258 holders of record of our common stock. This number does not include any beneficial owners for whom shares of common stock may be held in "nominee" or "street" name. The following table sets forth the high and low sales prices per share of the common stock as reported on The New York Stock Exchange for the periods shown:

		Titan Common Stock
		High		Low
2003
	First Quarter	$	12.35	$	6.82
	Second Quarter	$	10.88	$	6.80
	Third Quarter	$	21.60	$	10.01
	Fourth Quarter	$	21.89	$	20.80
2004
	First Quarter	$	21.99	$	18.55
	Second Quarter	$	20.15	$	12.69
	Third Quarter	$	14.18	$	11.15
	Fourth Quarter	$	16.97	$	14.06
2005
	First Quarter	$	18.73	$	15.17
	Second Quarter (through June 28, 2005)	$	22.79	$	16.80

On May 17, 2005 (the trading day prior to when speculation began in the press concerning a possible transaction involving Titan), our common stock closed at $18.79 per share. On June 2, 2005, the last trading day prior to the announcement of the execution of the merger agreement, the closing price of Titan common stock was $22.79 per share. On June 28, 2005, the last full trading date prior to the date of this proxy statement, the closing price of Titan common stock was $22.69 per share. The market price of Titan common stock is subject to fluctuation. As a result, Titan stockholders are urged to obtain current market quotations. On June 28, 2005, there were approximately 85,655,303 shares of Titan common stock outstanding. Following the merger, our common stock will not be traded on any public market.

THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

We are sending you this proxy statement as part of a solicitation of proxies by Titan's board of directors for use at the special meeting. We are first mailing this proxy statement, including a notice of the special meeting and a form of proxy, on or about June 29, 2005.

The special meeting will be held on Thursday, July 28, 2005, at 9:30 a.m., local time at Titan's corporate headquarters, located at 3033 Science Park Road, San Diego, California 92121.

Purpose of the Special Meeting

The purpose of the special meeting is to vote on:

(1): a proposal to adopt the merger agreement and approve the merger; and
(2): such other matters as may properly come before the special meeting.

Recommendation of the Titan Board

Titan's board of directors has unanimously approved the merger agreement and the merger and determined that the merger agreement and the merger are advisable, fair to and in the best interests of Titan and its stockholders. Titan's board of directors recommends that Titan stockholders vote FOR the adoption of the merger agreement and approval of the merger. See "The Merger—Recommendation of the Titan Board; Titan's Reasons for the Merger" for additional information regarding the merger.

Record Date

Titan's board of directors has fixed the close of business on June 28, 2005 as the record date for the special meeting. At that date, there were approximately 85,655,303 shares of Titan common stock outstanding. Only holders of record of Titan common stock on the record date will be entitled to vote at the special meeting.

As of the record date, directors and executive officers of Titan beneficially owned and had the right to vote 1,969,384 shares of Titan common stock entitling them to exercise approximately 2.3% of the voting power of the Titan common stock.

Quorum

A majority of the shares of Titan common stock entitled to vote as of the record date must be present at the special meeting, either in person or by proxy, in order for there to be a quorum at the special meeting. Abstentions and broker non-votes will be treated as shares present and entitled to vote for purposes of determining a quorum at the special meeting. There must be a quorum for the vote on the merger agreement and the merger to be taken.

Required Vote

The affirmative vote of holders of a majority of the outstanding shares of Titan common stock entitled to vote at the special meeting is required to adopt the merger agreement and approve the merger. Each share of outstanding Titan common stock entitles its holder to one vote.

If you hold your shares in an account with a broker or bank, you must instruct the broker or bank on how to vote your shares. If a proxy card returned by a broker or bank holding shares indicates that the broker or bank does not have authority to vote on the proposal to adopt the merger agreement and approve the merger, the shares will be considered present at the special meeting for purposes of determining the presence of a quorum, but will not be voted on the merger proposal. This is called a

"broker non-vote." Your broker or bank will vote your shares on the merger proposal only if you provide instructions on how to vote by following the instructions provided to you by your broker or bank.

Broker non-votes, abstentions and failures to vote will have the same effect as a vote against the adoption of the merger agreement and approval of the merger.

Proxies

You must complete and return the proxy card accompanying this proxy statement in order for your shares to be voted at the special meeting.

Whether or not you plan to attend the special meeting in person you should submit your proxy as soon as possible. Stockholders whose shares of Titan common stock are registered in their own name may submit their proxies by one of the following methods:

•: sign the enclosed proxy card and mail it in the enclosed, prepaid and addressed envelope;
•: call toll-free 1-800-PROXIES and follow the instructions; or
•: access the web page at www.voteproxy.com and follow the on-screen instructions.

Votes submitted via the Internet or by telephone must be received by 12:00 midnight, New York City time, on July 27, 2005. Submitting a proxy will not affect your right to vote in person if you decide to attend the special meeting.

Also, you may vote your shares of Titan common stock in person at the special meeting. Titan will pass out written ballots to anyone who wants, and is entitled, to vote at the special meeting.

Titan stockholders whose shares are held in "street name" must follow the instructions provided by their broker or bank to vote their shares. If you hold your shares of Titan common stock in street name, you must request a legal proxy from your broker or bank in order to vote at the special meeting.

Titan stockholders who own shares of Titan common stock under the Titan employee benefit plans The Titan Corporation Consolidated Retirement Plan, the Titan Employee Stock Purchase Plan, the AverStar, Inc. Profit Sharing & Savings Plan and the BTG, Inc. Employee Stock Purchase Plan, which we refer to collectively as, the "Plans") will receive separate voting instruction cards. By completing the appropriate voting instruction card, plan participants may provide voting instructions to the trustee of the applicable plan for shares of Titan common stock held through that plan. If the trustee does not receive voting instructions from a plan participant, the trustee may vote the participant's shares under the respective plan in the same proportion as the shares of Titan common stock voted by all other respective plan participants on each proposal. If there are any special procedures for voting stock held in the Plans, these procedures will be set forth in the voting instruction cards. Your completed voting instruction card must be received no later than 4:00 p.m., New York City time, on July 27, 2005, or on such later date to which the deadline may be extended.

All properly submitted proxies received by Titan before the special meeting that are not revoked prior to being voted at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, FOR adoption of the merger agreement and approval of the merger.

Proxies marked "Abstain" will not be voted at the special meeting. Abstentions and broker non-votes will have the same effect as votes against adoption of the merger agreement and approval of the merger. Accordingly, Titan's board of directors urges you to promptly submit your proxy.

If you receive more than one proxy card, it is because you hold Titan shares in different names. For example, you may hold Titan shares individually, jointly with your spouse or in trust for your children. Please complete, date, sign and return all of the proxy cards.

Submitting a proxy will impact your dissenters' rights. See "The Merger—Dissenters' Rights" and Annex B to this proxy statement.

DO NOT SEND YOUR STOCK CERTIFICATES WITH YOUR PROXY. A LETTER OF TRANSMITTAL CONTAINING INSTRUCTIONS FOR THE SURRENDER OF TITAN STOCK CERTIFICATES WILL BE MAILED TO RECORD STOCKHOLDERS AS SOON AS PRACTICABLE FOLLOWING THE COMPLETION OF THE MERGER.

Other Matters

As of the date of this proxy statement, Titan's board of directors knows of no other matters that will be presented for consideration at the special meeting other than as described in this proxy statement. If any other matters properly come before the special meeting of Titan stockholders and are properly voted upon, the enclosed proxies will give the individuals that they name as proxies discretionary authority to vote the shares represented by these proxies as to any of these matters. The individuals named as proxies intend to vote or not to vote in accordance with the recommendation of Titan's board of directors.

Adjournments

The special meeting may be adjourned for the purpose of soliciting additional proxies or for other reasons as determined in the sole discretion of the chairman of the meeting. Any proposal to adjourn the special meeting may be made without prior notice, including by an announcement made at the special meeting, by the chairman of the special meeting in his sole discretion. If a proposal for adjournment is properly presented at the special meeting, or any adjournment thereof, the persons named as proxies will vote the shares represented thereby in their discretion with respect to such adjournment. The persons named as proxies will not, however, have discretion to vote in favor of any adjournment as to any shares of Titan common stock that have been voted against the merger proposal.

Revocation

You may change your vote at any time before your proxy card is voted at the special meeting. If your shares of Titan common stock are registered in your name, you can do this in one of three ways:

•: signing another proxy card with new instructions with a later date or time;
•: delivering later proxy instructions via regular mail, on the Internet or by telephone; or
•: voting in person at the special meeting.

Any written notice of revocation or subsequent proxy should be delivered to Titan's Corporate Secretary at 3033 Science Park Road, San Diego, California, 92121, before the taking of the vote at the special meeting. If you transmit changed instructions by regular mail, you should allow sufficient time for your instructions to be delivered prior to the special meeting. Any notice of revocation or subsequent proxy submitted via the Internet or by telephone must be received by 12:00 midnight, New York City time, on July 27, 2005. All properly submitted proxies received by Titan before the special meeting that are not revoked prior to being voted at the special meeting will be voted at the special

meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, FOR adoption of the merger agreement and approval of the merger.

If you have instructed a broker or bank to vote your shares, you must follow the instructions received from your broker or bank if you wish to change those instructions.

Solicitation of Proxies

Titan has retained Georgeson Shareholder Communications, Inc. to act as solicitation agents in connection with the special meeting and will pay approximately $9,000 plus additional costs and fees for these services. In addition to soliciting proxies by mail, officers, directors and employees of Titan, without receiving additional compensation, may solicit proxies by telephone, in person or by other means. Arrangements also will be made with brokerage firms and other custodians, nominees and fiduciaries to forward proxy solicitation materials to the beneficial owners of Titan common stock held of record by those persons, and Titan will reimburse these brokerage firms, custodians, nominees and fiduciaries for related, reasonable out-of-pocket expenses they incur. Titan will be responsible for all of the expenses incurred by it in connection with the printing and mailing of this proxy statement.

THE MERGER

Background of the Merger

On September 15, 2003, Titan entered into a merger agreement with Lockheed Martin pursuant to which Lockheed Martin agreed to pay Titan stockholders $22.00 per share of Titan common stock in cash, Lockheed Martin stock or a combination thereof at the election of the Titan stockholders. Following the signing of the Lockheed Martin merger agreement, Titan and Lockheed Martin announced that representatives of Lockheed Martin and Titan had initiated meetings with the Criminal Division of the DOJ and the SEC to advise of an internal review relating to certain agreements between Titan and international consultants and related payments in foreign countries. Titan and Lockheed Martin subsequently were informed that the DOJ had initiated a criminal inquiry into certain violations by Titan of the FCPA.

On April 7, 2004, Titan and Lockheed Martin executed an amendment to the Lockheed merger agreement pursuant to which Lockheed Martin agreed to pay Titan stockholders $20.00 in cash per share of Titan common stock. The amended Lockheed merger agreement contained a condition to closing that Titan enter into a definitive plea agreement with the DOJ regarding the FCPA-related matters and also provided that if all of the conditions (including the condition regarding the plea agreement) were not satisfied by June 25, 2004, Lockheed Martin would be entitled to terminate the merger agreement. Titan was unable to reach a definitive plea agreement with the DOJ by June 25, 2004, and on that date, Lockheed Martin terminated the merger agreement. In the months following the termination of the Lockheed Martin merger agreement, Titan continued to work with the DOJ and the SEC to resolve the FCPA-related inquiry.

On October 28, 2004, Peter Cohen, Titan's lead director, had lunch in New York at the request of Robert B. Millard, a director of L-3, with Mr. Millard and Frank C. Lanza, the chairman and chief executive officer of L-3. Messrs. Cohen, Lanza and Millard had a second lunch in New York on January 31, 2005. At these lunches, Mr. Lanza inquired generally about Titan. Mr. Cohen responded that he could not comment on Titan or its ongoing FCPA-related investigation beyond what had already been publicly disclosed. Mr. Lanza also stated that if Titan were ever to consider a strategic transaction, L-3 would be interested in exploring such a transaction with Titan.

On January 25, 2005, Dr. Gene Ray, Titan's chief executive officer, met in his San Diego office with the chief executive officer of a large government information technology company (which we refer to in this proxy statement as Company A) who had asked to meet with Dr. Ray, and at that meeting the chief executive officer of Company A expressed general interest in a possible transaction with Titan. Dr. Ray responded that Titan's board of directors, although not seeking to sell the company, would be prepared to review any third party expressions of interest regarding a potential transaction.

In January 2005, the chief executive officer of a smaller government information technology company (which we refer to in this proxy statement as Company B) contacted Dr. Ray and, during a meeting in Dr. Ray's San Diego office on January 31, 2005, expressed a general interest in pursuing a stock-for-stock combination with Titan.

On March 1, 2005, Titan entered into a consent to the entry of a final judgment with the SEC, without admitting or denying the SEC's allegations, and reached a plea agreement with the DOJ, under which Titan pled guilty to three felony counts related to certain of its overseas operations, including in particular its operations in Benin. These counts consist of violations of the anti-bribery and the books and records provisions of the FCPA and aiding and assisting in the preparation of a false tax return. In connection with the FCPA settlement, Titan made total payments of $28.5 million. The total includes a DOJ-recommended fine of $13 million, and payments to the SEC consisting of disgorgement of $12.6 million and prejudgment interest of $2.9 million. The Hon. Roger T. Benitez, a judge of the

Federal District Court in San Diego, also imposed upon Titan a fine of $13 million. In addition, Titan and the Navy entered into an administrative settlement agreement on March 2, 2005.

In early March 2005, a smaller government information technology company (which we refer to in this proxy statement as Company C) sent a letter to Mr. Cohen expressing its interest in pursuing a potential stock-for-stock combination with Titan. The letter was very general in nature and did not propose any specific terms or conditions for a transaction. Mr. Cohen had, at the request of Company C, met in New York in February 2005 with the chief executive officer of Company C who had expressed general interest in a possible transaction with Titan.

Titan's board of directors met in San Diego on March 10, 2005 to discuss, among other things, Company C's letter. The board of directors also discussed the general expressions of interest from Company A and Company B. At the meeting, Titan's board of directors concluded that it was not interested in pursuing a stock-for-stock transaction with Company B or Company C. Titan's board of directors had previously authorized in August 2003 the retention of Relational Advisors to provide general financial advisory services to Titan. At the March 10, 2005 meeting, Titan's board of directors also authorized the retention of Lehman Brothers as a co-financial advisor to assist Titan in responding to any expressions of interest as well as to provide a general review of strategic alternatives available to Titan. Subsequent to the March 10, 2005 board meeting, Titan entered into engagement letters with Relational and Lehman Brothers.

On March 11, 2005, Titan sent a letter to Company C informing it that Titan was not interested in pursuing a stock-for-stock transaction with Company C.

On March 16, 2005, Messrs. Cohen, Lanza and Millard met for lunch in New York at the request of Mr. Lanza. At the meeting, Mr. Lanza inquired whether Titan might have any interest in a strategic transaction in light of the recent resolution with the SEC and DOJ of the FCPA-related matters, and asked how L-3 could communicate any interest in exploring a transaction with Titan. Mr. Cohen responded that Titan's board of directors, although not seeking to sell the company, recognized its fiduciary duties in connection with any third-party expressions of interest. On March 17, 2005, Mr. Lanza sent a letter to Dr. Ray proposing a business combination of the two companies. The letter indicated a preliminary valuation range of between $23.00 and $25.00 per share of Titan common stock based on Titan's publicly available information. The proposal was subject to L-3 commencing and satisfactorily completing its due diligence review of Titan.

On March 22, 2005, Dr. Ray sent a letter to Mr. Lanza indicating that Titan would discuss L-3's expression of interest with its board of directors. On March 23, 2005, Titan's board of directors held a telephonic meeting at which L-3's letter was discussed.

On March 30, 2005, Company A sent a letter to Dr. Ray proposing a cash acquisition of Titan by Company A. The letter indicated a preliminary valuation of $23.00 per share of Titan common stock based on Titan's publicly available information. However, Company A later revised its preliminary valuation to $22.46 because it had based the earlier valuation on an incorrect number of shares of Titan common stock outstanding on a fully-diluted basis. Company A's proposal was subject to Company A commencing and satisfactorily completing its due diligence review of Titan.

On March 31, 2005, Titan's board of directors held a telephonic meeting to discuss the expressions of interest from L-3 and Company A. At the meeting, Lehman Brothers and Relational Advisors made a presentation to the board of directors regarding potential valuations of Titan and the expressions of interest from L-3 and Company A. At the meeting, the board of directors authorized management to continue discussions with L-3 and Company A regarding a potential transaction and to provide them with due diligence information and materials.

On March 31, 2005, Company A entered into a confidentiality agreement with Titan. On April 1, 2005, Dr. Ray and Mark Sopp, the chief financial officer of Titan, together with representatives of

Relational Advisors, met with senior executives of Company A to provide an overview of the business and results of Titan.

On March 31, 2005, Titan sent a confidentiality agreement to L-3. On April 1, 2005, Willkie Farr & Gallagher LLP, counsel to Titan, sent an initial draft of a merger agreement to Simpson Thacher & Bartlett LLP, counsel to L-3. Titan and L-3 executed the confidentiality agreement on April 2, 2005.

On April 2, 2005, Dr. Ray, Nicholas Costanza, the general counsel of Titan, and representatives of Lehman Brothers, Relational Advisors and Willkie Farr met with Mr. Lanza, Christopher Cambria, the general counsel of L-3, Michael Strianese, the chief financial officer of L-3, certain other executives of L-3 and representatives of Simpson Thacher in New York. The purpose of the meeting was for Mr. Costanza, along with representatives of Willkie Farr and other outside counsel for Titan, to review with L-3 the various litigation matters to which Titan was a party.

On April 3, 2005, Mr. Costanza and representatives of Willkie Farr met in New York with Mr. Cambria and representatives of Simpson Thacher to discuss the general terms of the draft merger agreement.

On April 4, 2005, a further meeting was held in New York at which Dr. Ray and Mr. Sopp reviewed the business and results of Titan with Mr. Lanza and other executives of L-3.

On April 6, 2005, Company A indicated that it did not intend to further pursue a transaction with Titan because it was not interested in Titan's linguist business, and as such would only be willing to pay between $20.00 and $22.00 per share of Titan common stock in a transaction.

On April 6, 2005, representatives of Willkie Farr and Simpson Thacher had a further conversation regarding the FCPA Civil Litigation. During the conversation, Simpson Thacher informed Willkie Farr that L-3 would not be prepared to consider pursuing a transaction unless those matters were satisfactorily resolved prior to entering into any definitive transaction agreement. On April 8, 2005, Mr. Lanza sent Dr. Ray a letter in which he reaffirmed L-3's interest in pursuing a cash transaction with Titan, but only if Titan were able to satisfactorily address the FCPA Civil Litigation. In his letter, Mr. Lanza indicated that L-3 preliminarily valued Titan at $23.50 per share of Titan common stock, less the per share amount of settling the FCPA Civil Litigation. As an example, Mr. Lanza noted that the purchase price L-3 would pay would be $22.80 if Titan were able to settle such matters for $0.70 per share of Titan common stock. L-3's expression of interest was conditioned on its satisfactorily completing a thorough due diligence review of Titan.

On April 12, 2005, Titan's board of directors held a telephonic meeting at which the status of the discussions with L-3, including the requirement for the satisfactory resolution of the FCPA Civil Litigation, were discussed. Titan's board authorized management to continue discussions with L-3 and to pursue a settlement of the FCPA Civil Litigation that would only become effective if a transaction were consummated with L-3.

Thereafter, representatives of Willkie Farr and representatives of one of the plaintiffs in the FCPA Civil Litigation commenced negotiating the terms of two memoranda of understanding, one to settle the federal and state securities law class actions and the other to settle the state law derivative suits. These negotiations continued until June 2, 2005, when the Securities MOU and the Derivative MOU were finalized and executed by the parties thereto.

Over the next seven weeks, L-3 conducted a lengthy due diligence review on the business of Titan.

In mid-April 2005, Willkie Farr informed plaintiff's counsel in one of the Delaware derivative actions (Ridgway v. Ray, Chancery Court of Delaware, New Caste County, Civil Action No. 542-N), Milberg Weiss Bershad & Schulman LLP, that Titan was considering entering into a merger with an unnamed acquirer pursuant to which all of Titan's common stock would be acquired for cash. Milberg

Weiss informed Willkie Farr that in order to protect the rights of Titan stockholders concerning the outstanding derivative claims, it would file a motion for leave to file a fourth amended complaint in the Ridgway action, which motion was filed on April 14, 2005 and granted on May 24, 2005. In order to preserve the privacy of the merger negotiations in the best interests of Titan and its stockholders, at Titan's counsel's request, the plaintiff did not file the proposed complaint, but instead, on April 20, 2005, provided it to Titan's counsel with notice of intent to file such complaint, which would add additional defendants and claims related to the proposed merger.

Subsequent to providing Titan's counsel with notice of intent to file a fourth amended complaint, Milberg Weiss retained WL Ross & Co. to assist it with the evaluation of any potential Titan transaction. At Milberg Weiss's request, both Milberg Weiss and WL Ross were provided with access to all of the materials that Titan provided to L-3 and other potential acquirers (identified as Companies A, B, C and D above). After reviewing these materials, Milberg Weiss and WL Ross engaged in discussions with Titan management and counsel for Titan, and Milberg Weiss engaged in discussions with counsel for L-3.

On April 20, 2005, Dr. Ray and representatives of Lehman Brothers met with Mr. Lanza in New York to discuss the new business prospects of Titan as well as Titan's recent acquisition of Intelligence Data Systems.

On April 29, 2005, Mr. Cohen and representatives of Lehman Brothers met with Mr. Lanza in New York to further discuss the terms of the proposed transaction and valuation. On May 3, 2005, Mr. Cohen and Mr. Lanza spoke by telephone, which was followed by a telephone conversation between Dr. Ray and Mr. Lanza.

On May 9 and 10, 2005, a due diligence meeting was held in New York during which the heads of Titan's various business units reviewed their operations with executives from L-3.

On May 9, 2005, a large government and commercial information technology company (which we refer to in this proxy statement as Company D) contacted Dr. Ray and expressed potential interest in pursuing a transaction with Titan. On May 11, 2005, Dr. Ray and representatives of Relational met with executives from Company D. On May 13, 2005, Company D executed a confidentiality agreement with Titan and was subsequently provided with certain due diligence materials. Company D informed Titan on May 19, 2005 that it did not intend to further pursue a transaction with Titan because it did not have a long-term interest in Titan's linguist and products businesses, and as such would not be able to pay more than $22.00 per share of Titan common stock. In addition, Company D advised Titan that it would not be able to offer all cash consideration. Company D also mentioned that it was not willing to participate in a competitive sales process.

On May 19, 2005, Willkie Farr and Mr. Costanza met with Simpson Thacher and Mr. Cambria in New York to discuss the draft merger agreement.

On May 24, 2005, Dr. Ray and representatives of Relational and Lehman Brothers met with Mr. Lanza and Mr. Cambria to discuss the status of L-3's due diligence review of Titan and the negotiation of the merger agreement, including the proposed conditions to closing. At the meeting, Mr. Lanza indicated that L-3 was not prepared to pay more than $22.76 per share of Titan common stock (based on the assumed settlement costs of the FCPA Civil Litigation). Later that evening, representatives of Titan and L-3 met in New York to further discuss the merger agreement. At the meeting, Willkie Farr and Mr. Costanza communicated to L-3 that the closing of the proposed merger would need to be subject to fewer conditions than those proposed in L-3's comments to the merger agreement.

A special telephonic meeting of the Titan board of directors was held on May 25, 2005. On the call, Dr. Ray gave the board of directors an update on the discussions with L-3.

On May 26, 2005, Dr. Ray, Mr. Costanza and representatives of Relational and Lehman Brothers met with Mr. Lanza, Mr. Strianese, Mr. Cambria and other executives of L-3 to further discuss the price per share, the termination fee and the conditions to the closing of the merger. At the meeting, Mr. Lanza reaffirmed that L-3 was not prepared to pay more than $22.76 per share of Titan common stock (based on the assumed settlement costs of the FCPA Civil Litigation). In addition, L-3 indicated its willingness to accept a termination fee of 3.5% of the equity value of Titan and to remove certain of its proposed conditions to closing.

On May 27 and May 29, 2005, Mr. Cohen telephoned Mr. Lanza and asked L-3 to reconsider increasing the per share purchase price. Mr. Lanza, however, refused to increase the per share purchase price.

On May 30, 2005, representatives of Willkie Farr called representatives of Milberg Weiss and informed them that Titan had negotiated a merger agreement with L-3 at a per share price of $22.76 and with a termination fee of 3.5% of the equity value of Titan (based on the final merger consideration). Representatives of Milberg Weiss, on behalf of the plaintiffs in all of the pending derivative litigation, informed Willkie Farr that in order to ensure that Titan's stockholders were adequately compensated for the value of their derivative claim, they would need to negotiate with Simpson Thacher (on behalf of L-3) the proposed per share purchase price and the termination fee. Milberg Weiss thereafter commenced such discussions with Simpson Thacher.

A special meeting of the Titan board of directors was held on May 31, 2005 in New York. Prior to the special meeting, Titan provided each of its directors with a summary of the terms and conditions of the merger agreement, as well as a substantially final draft of the merger agreement itself. During that day, representatives of Simpson Thacher informed Willkie Farr that L-3 had informed counsel for the plaintiffs in the FCPA Civil Litigation that it would be willing to increase the per share price to $23.01 per share of Titan common stock, although counsel for the plaintiffs continued discussions regarding price.

Dr. Ray opened the meeting by briefing the board of directors on the status of the negotiations with L-3. Willkie Farr then made a presentation regarding the fiduciary obligations of the board of directors and discussed the terms and conditions of the merger agreement and the status of the negotiations of the Securities MOU and the Derivative MOU, and answered questions from the Titan directors. Each of Relational Advisors and Lehman Brothers reviewed its financial analysis of the merger consideration and rendered to Titan's board of directors an oral opinion to the effect that, as of that date and based on and subject to the matters stated in their opinion, a purchase price of $23.00 per share of Titan common stock was fair from a financial point of view to the Titan stockholders. At the time that such oral opinions were rendered, the purchase price per share of Titan common stock proposed by L-3 was $23.01.

Relational Advisors and Lehman Brothers also advised the board of directors of their communications with other potential acquirers, which had not revealed any interest from other third parties in acquiring Titan in an all-cash transaction at a comparable price. During the period from March through May 2005, Relational Advisors and Lehman Brothers had informally contacted entities in the defense and federal information technology industries that they deemed most likely to be a prospective buyer of Titan. In some cases, such contacts were on a no-names basis. In addition, certain other companies (such as Company D) expressed interest in a transaction with Titan during that period. None of the contacts made or received resulted in an expression of interest and any preliminary prices indicated were less than that offered by L-3.

The board also discussed the terms of certain proposed change-in-control agreements for Titan's senior vice presidents as well as a severance plan for certain other Titan executives and the acceleration of all outstanding options to acquire Titan common stock upon consummation of the proposed merger.

After further discussion and consideration, Titan's board of directors unanimously determined, subject to the successful negotiation of the remaining open items in the merger agreement, the Securities MOU and the Derivative MOU and the approval of the transaction by L-3's board, and assuming that the purchase price was at least $23.00 per share of Titan common stock, that the merger with L-3 would be advisable, fair to and in the best interests of Titan and its stockholders. The board also unanimously approved the terms of the Securities MOU, the Derivative MOU, the change-in-control agreements and severance plans, and the acceleration of all outstanding options to acquire Titan common stock upon consummation of the proposed merger, all as described above and conditioned upon the successful negotiation of the merger agreement, the Securities MOU and the Derivative MOU and the approval of the transaction by L-3's board.

On June 1, 2005, Milberg Weiss, having been advised by WL Ross, and Simpson Thacher (on behalf of L-3) negotiated a purchase price of $23.10 per share of Titan common stock and a termination fee equal to 2% of the equity value of Titan for 30 days after the merger agreement, and 3% thereafter. WL Ross expressed its view to Milberg Weiss that the merger consideration was fair, from a financial point of view, to the holders of Titan common stock. Additionally, counsel for plaintiffs in all of the pending derivative actions concurred that the increased merger consideration and decreased termination fee was a fair settlement of the derivative actions for Titan's stockholders.

On June 2, 2005, Willkie Farr and Simpson Thacher discussed the remaining open issues regarding L-3's proposed conditions to the closing of the merger and thereafter finalized the merger agreement. At the same time, Willkie Farr, Simpson Thacher and the representatives of counsel for the plaintiffs in the FCPA Civil Litigation finalized the Securities MOU and the Derivative MOU. L-3 also completed its due diligence review of Titan's business.

A special telephonic meeting of the Titan board of directors was held on the evening of June 2, 2005. Willkie Farr reviewed with the board of directors the changes to the merger agreement and the proposed conditions to closing contained therein. Each of Relational Advisors and Lehman Brothers confirmed to Titan's board of directors its earlier oral opinion rendered on May 31, 2005, and later confirmed in writing and dated June 2, 2005, to the effect that, as of that date and based on and subject to the matters stated in the opinion, the merger consideration was fair from a financial point of view to the Titan stockholders. After discussion and consideration, Titan's board of directors unanimously determined that the merger with L-3 was advisable, fair to and in the best interests of Titan and its stockholders. Titan's board of directors unanimously adopted the merger agreement with L-3 and unanimously resolved to recommend to Titan stockholders that they vote for adoption of the merger agreement and approval of the merger.

On the evening of June 2, 2005, Titan and L-3 signed the merger agreement. Concurrently with the execution of the merger agreement, counsel for Titan entered into the Securities MOU and the Derivative MOU on behalf of Titan and Titan and its senior vice presidents entered into the change-in-control agreements discussed above.

On June 3, 2005, Titan and L-3 each issued a press release announcing the proposed merger before the opening of trading on the NYSE.

On June 28, 2005, Titan and L-3 signed a letter agreement amending the merger agreement. Under the amendment, L-3 will make a cash tender offer for all of the outstanding 8% senior subordinated notes of Titan due 2011, instead of the previously contemplated private offer by L-3 to exchange those notes for a like amount of notes of L-3.

Recommendation of the Titan Board; Titan's Reasons for the Merger

On June 2, 2005, Titan's board of directors unanimously determined that the merger with Saturn VI on the terms set forth in the merger agreement was advisable, fair to and in the best

interests of Titan and its stockholders. Titan's board of directors approved the merger agreement and recommended that stockholders vote FOR adoption of the merger agreement and approval of the merger. The determination by Titan's board of directors relating to the merger agreement was the result of careful consideration of numerous factors by Titan's board of directors, including, without limitation, the following factors:

Merger Consideration Premium. The $23.10 per share merger consideration specified in the merger agreement represented a premium of approximately 14%, 22% and 23% over the average daily closing price of Titan's common stock over the 30, 60 and 90 day periods, respectively, ended June 2, 2005. Although the merger consideration only represented a 1% premium over the closing price of Titan common stock on June 2, 2005, the last trading day prior to the announcement of the execution of the merger agreement, there had been speculation in the press since May 17, 2005 concerning a possible transaction involving Titan.

Merger Consideration. Titan's board of directors considered favorably that the merger consideration consisted of cash and that Titan stockholders would be able to immediately realize a fair value, in cash, for their investment and will provide such stockholders certainty of value for their shares of Titan common stock.

No Financing Conditions to Closing. Titan's board of directors considered favorably L-3's ability to consummate the merger without requiring a financing condition in the merger agreement. The board of directors also considered favorably the fact that L-3 would obtain commitments for $2.0 billion of interim debt financing simultaneously with the execution of the merger agreement.

Ability to Accept a Superior Proposal. The provisions of the merger agreement permitted the board of directors to consider and accept an unsolicited superior proposal to comply with the fiduciary duties owed by Titan's directors to Titan stockholders.

Likelihood of Other Alternatives. In determining that a merger with L-3 was more favorable to Titan stockholders than remaining independent, Titan's board of directors considered the merger consideration offered by L-3 as compared to the range of potential values if Titan remained independent, and risks associated with achieving those values. In addition, Titan's board of directors, based in part upon the presentation of Relational Advisors and Lehman Brothers, considered that each of the other companies with which Titan communicated or which were contacted by Relational Advisors and Lehman Brothers declined to pursue a transaction with Titan and offered a preliminary price, if any, less than that offered by L-3.

Opinions from Financial Advisors. Titan's board of directors received the separate opinions of Relational Advisors and Lehman Brothers as to the fairness, from a financial point of view, of the merger consideration to be received by the holders of Titan's common stock in accordance with the terms of the merger agreement.

Independence Risks. Titan's board of directors believed that a merger with L-3 was more favorable to Titan stockholders than remaining independent based on the potential value of such alternative and the risks associated with remaining independent. The main strategic and operational risks that Titan's board of directors associated with Titan remaining independent included:

•: risks associated with winning new contracts and generating organic revenue growth;
•: risks associated with performing Titan's contracts, executing Titan's business and maintaining and increasing profit margins;
•: risks that Titan would not be able to continue to produce improved operating results in its core defense business given the relatively high current levels of funding by the Department of

Defense and other governmental agencies as a result of policies sponsored by the Bush administration;

•: risks associated with finding suitable acquisition candidates, consummating acquisitions at acceptable prices and integrating such acquisitions, since Titan has historically grown both organically and through acquisitions;
•: risks associated with successfully recruiting a chief operating officer and the ability of that person to execute Titan's business plan as well as planning for the succession of Titan's chief executive officer; and
•: risks associated with potential compression of trading and transaction multiples in Titan's industry sector, which multiples at that time appeared at or near cyclical highs.

Value. Titan's board of directors evaluated Titan's opportunities for growth and potential for increased stockholder value if Titan were to have decided to stay independent.

Disruptions. Titan's board of directors considered possible disruption to Titan's businesses that could have resulted from the announcement of the transaction and the resulting distraction of Titan's management's attention from the day-to-day operations of Titan's businesses.

Operating Restrictions. Titan's board of directors noted the restrictions contained in the merger agreement on the operation of Titan's and its subsidiaries' businesses during the period between the signing of the merger agreement and the completion of the merger.

Regulatory. Titan's board of directors evaluated the risks of significant costs, delays and the potential failure to satisfy the closing conditions to, or the termination of, the merger agreement if governmental and regulatory approvals necessary for the completion of the merger could not be obtained.

Consummation Risk. Titan's board of directors weighed the possibility that the merger might not be completed and the effect of the resulting public announcement of termination of the merger agreement on:

•: the market price of Titan common stock; and
•: Titan's operating results, particularly in light of the costs incurred in connection with the transaction, including the potential requirement to pay the termination fee.

Termination Fee. Titan's board of directors considered the risk that Titan's obligation to pay a termination fee to L-3 in certain circumstances could deter other parties from proposing an alternative transaction that might be more advantageous to Titan stockholders. In considering this provision, Titan's board of directors took into account the concerns of L-3, which Titan's board of directors believed had made an attractive acquisition proposal conditioned on receipt of a termination fee, and the likelihood of there being a subsequent better offer which might be deterred by such a payment. The board of directors further considered that the maximum aggregate termination fee that could be realized by L-3 pursuant to the merger agreement was $62.4 million. Based on the advice of its legal and financial advisors, the board of directors concluded that this termination fee was within the range of fees payable in comparable transactions, that it would not in and of itself preclude alternative proposals and that the protection it afforded L-3 encouraged L-3 to submit its best possible offer.

After taking into account all of the factors set forth above, as well as others, including the personal interests of Titan's directors and executive officers as described more fully under "—Interests of Certain Persons in the Merger; Conflicts of Interest," Titan's board of directors agreed that the benefits of the merger outweighed the risks and that the merger agreement and the merger were advisable, fair to and in the best interests of Titan and its stockholders.

Although the foregoing discussion sets forth the material factors considered by Titan's board of directors in reaching its recommendation, it may not include all of the factors considered by Titan's board of directors, and each director may have considered different factors. In view of the variety of factors and the amount of information considered, Titan's board of directors did not find it practicable to, and did not, make specific assessments of, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. The determination was made after consideration of all of the factors as a whole and as a result of numerous meetings.

Titan's board of directors has unanimously determined that the merger agreement and the merger are advisable, fair to and in the best interests of Titan and its stockholders. Accordingly, Titan's board of directors unanimously recommends that Titan stockholders vote FOR the adoption of the merger agreement and approval of the merger.

Opinion of Relational Advisors LLC

Relational Advisors acted as Titan's co-financial advisor in connection with the merger. Titan selected Relational Advisors to deliver a fairness opinion in connection with the proposed merger based on Relational Advisors' experience, reputation and familiarity with Titan. As part of its investment banking business, Relational Advisors routinely performs financial analyses with respect to businesses and their securities in connection with mergers and acquisitions.

In connection with Relational Advisors' engagement, Titan requested that Relational Advisors evaluate the fairness, from a financial point of view, of the merger consideration that the holders of the outstanding shares of common stock of Titan would be entitled to receive in the proposed merger. On May 31, 2005, at a meeting of the Titan board of directors held to consider the proposed merger on the terms set forth in the draft merger agreement dated May 27, 2005, Relational Advisors delivered an oral opinion to the Titan board. On June 2, 2005, Relational Advisors confirmed its opinion to the Titan board both orally and by delivery of a written opinion, dated June 2, 2005, to the effect that, as of that date and based on and subject to various assumptions, matters considered and limitations described in the opinion, the merger consideration was fair, from a financial point of view, to the holders of Titan common stock.

The full text of Relational Advisors' opinion describes the assumptions made, procedures followed, matters considered and limitations of the review undertaken by Relational Advisors. Relational Advisors' opinion is attached as Annex C. Relational Advisors' opinion is directed only to the fairness, from a financial point of view, of the merger consideration pursuant to the proposed merger, and does not address any other aspect of the merger or any related transaction. The opinion was provided solely for the information and assistance of Titan's board of directors in connection with its consideration of the transaction contemplated by the merger agreement, and does not constitute a recommendation to any stockholder as to how to vote or act with respect to any matters relating to the proposed merger. You are encouraged to read this opinion carefully in its entirety. The summary of Relational Advisors' opinion below is qualified in its entirety by reference to the full text of the opinion. It should be noted that, although subsequent developments after June 2, 2005 may affect the opinion, Relational Advisors does not have any obligation to update, revise or reaffirm its opinion.

In arriving at its opinion, Relational Advisors reviewed, among other information deemed relevant:

•: a draft of the merger agreement dated June 2, 2005;
•: the annual reports on Form 10-K of Titan for the years ended December 31, 2004 and 2003;
•: certain quarterly reports of Titan on Form 10-Q;
•: certain internal financial analyses and forecasts for Titan prepared by its management, which management had advised Relational Advisors were reasonable;
•: financial terms of the proposed legal settlements set forth in the Securities MOU and the Derivative MOU; and
•: certain available research analysts' reports on Titan.

In addition, Relational Advisors:

•: reviewed the historical and current market price and trading activity for the shares of Titan common stock;
•: compared certain financial and stock market information for Titan to similar information for certain other companies with publicly traded securities;
•: reviewed, to the extent publicly available, financial terms of certain recent business combinations in the defense and federal information technology services industry, specifically, and in other industries, generally, that Relational Advisors deemed to be comparable, in whole or in part, to the proposed merger; and
•: reviewed such other information and performed such other studies and analyses as Relational Advisors deemed relevant.

In connection with Relational Advisors' opinion, it also held discussions with senior management of Titan regarding its assessment of the strategic rationale for, and the potential benefits and challenges of, the transactions contemplated by the merger agreement, and the past and current business operations, financial condition and future prospects of Titan.

In rendering its opinion, Relational Advisors relied upon and assumed, without independent verification, the accuracy and completeness of all of the financial, accounting and other information that was publicly available or that was furnished by Titan or its management, or otherwise reviewed by Relational Advisors, and Relational Advisors did not assume any responsibility for independently verifying the accuracy or completeness of such information. In that regard, Relational Advisors made certain assumptions, with Titan's consent, including the following:

•: Titan's financial analyses and forecasts provided to Relational Advisors were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Titan management as to the expected future results of operations and financial condition of Titan;
•: the merger contemplated by the draft merger agreement would be consummated as set forth in such merger agreement, and the definitive agreement would not differ in any material respects from the draft thereof furnished to Relational Advisors; and
•: all material consents and approvals, including the approval of Titan's stockholders, will be obtained.

In addition, Relational Advisors was not requested to make, and did not make, an independent evaluation or appraisal of the assets and liabilities (including any derivative or off-balance-sheet assets and liabilities) of Titan or any of its subsidiaries, and Relational Advisors was not furnished with any such evaluation or appraisal. Relational Advisors' opinion was necessarily based upon information available to it, and financial, economic, market and other conditions as they existed, and could be evaluated, as of the date of the opinion. The opinion did not address the relative merits of the transaction contemplated by the merger agreement, as compared to any alternative business transaction that might be available to Titan, nor did it address the underlying business decision of Titan to engage in the transaction contemplated by the merger agreement. Although Relational Advisors evaluated the merger consideration from a financial point of view, Relational Advisors was not requested to, and it did not, recommend the specific consideration payable in the merger, which consideration was determined between L-3 and Titan.

In preparing its opinion for Titan's board of directors, Relational Advisors performed a variety of financial and comparative analyses, including those described below. The order in which these analyses are described does not represent the relative importance or weight given to the analyses performed by Relational Advisors. The summary of Relational Advisors' analyses described below is not a complete

description of the analyses underlying its opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and application of those methods to the particular circumstances and, therefore, a fairness opinion is not susceptible to partial analysis or summary description. Relational Advisors believes that its analysis must be considered as a whole and that selecting portions of its analyses and factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying its analyses and opinion.

In its analyses, Relational Advisors considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Titan. No company, transaction or business used in Relational Advisors' analyses as a comparison is identical to Titan or the proposed merger, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or transactions analyzed. The estimates contained in Relational Advisors' analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, Relational Advisors' analyses and estimates are inherently subject to substantial uncertainty.

Relational Advisors' opinion and financial analyses were only one of many factors considered by the Titan board of directors in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Titan board of directors with respect to the merger or the merger consideration.

The following is a summary of the financial analyses underlying Relational Advisors' opinion delivered to the Titan board of directors on May 31, 2005 in connection with the merger. In order to fully understand Relational Advisors' financial analyses, the summarized range of values presented below must be read together with the text of each summary. The summarized range of values alone does not constitute a complete description of the financial analyses. Considering the summarized range of values below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Relational Advisors' financial analyses.

Selected Trading Market Analysis. Using publicly available information, Relational Advisors reviewed the financial, operating and stock market data of the following selected publicly traded companies in the federal information technology services industry:

•: Anteon International Corporation
•: CACI International Inc.
•: Dynamics Research Corporation
•: ManTech International Corporation
•: MTC Technologies, Inc.
•: SI International, Inc.
•: SRA International, Inc.

Relational Advisors compared the enterprise values of Titan and the selected companies as multiples of earnings before interest, taxes, depreciation and amortization (which we refer to in this proxy statement as EBITDA) for the latest 12 months (which we refer to in this proxy statement as

LTM) and estimated calendar years 2005 and 2006. Relational Advisors then derived an implied enterprise reference range for Titan by applying a range of selected multiples to the corresponding financial data for Titan for the LTM and calendar years 2005 and 2006. Relational Advisors also compared the equity values of Titan and the selected companies as multiples of the earnings per share (which we refer to in this proxy statement as EPS) for the LTM and estimated calendar years 2005 and 2006. All multiples were based on the closing stock prices on May 26, 2005. This analysis indicated the following implied per share equity reference range for Titan: