-----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, PE49gYEmCvRhagzl5tnirXBhGKuw6qzhKA3SB+p2fXhOitBEmYqZsxMZCp9V+oA6 1hXLybqYe+skF/kuirdc4A== 0001047469-98-043473.txt : 19981210 0001047469-98-043473.hdr.sgml : 19981210 ACCESSION NUMBER: 0001047469-98-043473 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-66149 FILED AS OF DATE: 19981209 EFFECTIVENESS DATE: 19981209 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-68621 FILM NUMBER: 98766600 BUSINESS ADDRESS: STREET 1: 3033 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195529500 MAIL ADDRESS: STREET 1: 3033 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121-1199 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC MEMORIES & MAGNETICS CORP DATE OF NAME CHANGE: 19850610 S-3MEF 1 S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1998 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ THE TITAN CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-2588748 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 3033 SCIENCE PARK ROAD SAN DIEGO, CALIFORNIA 92121-1199 (619) 552-9500 (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) _______________ IRA FRAZER, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY THE TITAN CORPORATION 3033 SCIENCE PARK ROAD SAN DIEGO, CALIFORNIA 92121-1199 (619) 552-9500 (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) _______________ COPIES TO: BARBARA L. BORDEN, ESQ. COOLEY GODWARD LLP 4365 EXECUTIVE DRIVE, SUITE 1100 SAN DIEGO, CA 92121 _______________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ (333-66149) If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(1) PRICE(1) FEE Common Stock, $.001 par value 4,505 shares $5.66 $25,498.30 $7.09
(1) Estimated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based on the average of the high and low prices of the Registrant's Common Stock as reported on the New York Stock Exchange on December 8, 1998. INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-66149) The Titan Corporation incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File No. 333-66149) declared effective on November 16, 1998 by the Securities and Exchange Commission including each of the documents filed by Titan with the Commission and incorporated or deemed to be incorporated by reference therein. CERTIFICATION The Company hereby certifies to the Commission that it has instructed its bank to pay the Commission the filing fee of $7.09 for the additional securities being registered hereby as soon as practicable (but in any event no later than the close of business on December 10, 1998); that it will not revoke such instructions; that it has sufficient funds in the relevant account to cover the amount of the filing fee; and that it undertakes to confirm receipt of such instructions by the bank on December 10, 1998. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on December 9, 1998. THE TITAN CORPORATION By: /s/ Eric M. DeMarco --------------------------------- Eric M. DeMarco Executive Vice President and Chief Financial Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- * Chairman of the Board of Directors December 9, 1998 - -------------------------- J.S. Webb * President and Chief Executive Officer December 9, 1998 - --------------------------- (Principal Executive Officer) and Gene W. Ray Director * Executive Vice President and Chief December 9, 1998 --------------------------- Financial Officer (Principal Financial Eric M. DeMarco Officer (Principal Financial and Accounting Officer) * Director December 9, 1998 - ------------------------------ Joseph F. Caligiuri - ------------------------------- Director December 9, 1998 * Daniel J. Fink * Director December 9, 1998 ------------------------------ Robert E. La Blanc * Director December 9, 1998 ------------------------------ Thomas G. Pownall By: /s/ Ira Frazer December 9, 1998 ---------------- Ira Frazer Attorney-In-Fact
INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF DOCUMENT ------- ----------------------- 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of Deloitte & Touche LLP. 23.4 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 [COOLEY GODWARD LLP LETTERHEAD] December 9, 1998 The Titan Corporation 3033 Science Park Road San Diego, CA 92121 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by The Titan Corporation (the "Company") of a Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") covering the offering of an additional 4,505 shares (the "Shares") of the Company's Common Stock to be sold by certain stockholders, as described in the initial Registration Statement (No. 333-66149) which was declared effective on November 16, 1998 (the "Initial Registration Statement"). In connection with this opinion, we have examined and relied upon the Registration Statement, the Initial Registration Statement and related Prospectus, the Company's Restated Certificate of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, are validly issued, fully paid and nonassessable. We consent to the reference to our firm under the caption "Legal Matters" in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP /s/ Barbara L. Borden - --------------------- Barbara L. Borden EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report, with respect to the consolidated financial statements of The Titan Corporation, dated June 10, 1998 (except with respect to the matters discussed in Note 16, as to which the date is June 30, 1998) included in The Titan Corporation's Form S-4 Registration Statement dated September 24, 1998 (File No. 333-60122) and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP San Diego, California December 9, 1998 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report, with respect to the consolidated financial statements of Horizons Technology, Inc., dated March 9, 1998 included in The Titan Corporation's Form S-4 Registration Statement dated June 10, 1998 (File No. 333-47633) and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP San Diego, California December 9, 1998 EX-23.3 5 EXHIBIT 23.3 EXHIBIT 23.3 INDEPENDENT AUDITORS CONSENT We consent to the incorporation by reference in this 462(b) Registration Statement of the Titan Corporation incorporating the Registration Statement on Form S-3 (No. 333-66149) of our report on DBA Systems, Inc. as of June 30, 1997 and 1996 and for each of the years in the three year period ended June 30, 1997, dated August 20, 1997, appearing in the Registration Statement on Form S-4 (No. 333-45719) of The Titan Corporation. DELOITTE & TOUCHE LLP Orlando, Florida December 3, 1998 -----END PRIVACY-ENHANCED MESSAGE-----