<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 2000
REGISTRATION NO. 333-43672
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SUREBEAM CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 3556 33-0921003
(State or jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification Code Number)
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3033 SCIENCE PARK ROAD, SAN DIEGO, CALIFORNIA 92121-1199
(858) 552-9500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
NICHOLAS J. COSTANZA, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL
3033 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121-1199
(858) 552-9500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
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M. WAINWRIGHT FISHBURN, JR., ESQ. MICHAEL L. FITZGERALD, ESQ.
BARBARA L. BORDEN, ESQ. Brown & Wood LLP
Cooley Godward LLP One World Trade Center
4365 Executive Drive, Suite 1100 New York, NY 10048-0057
San Diego, CA 92121 (212) 839-5300
(858) 550-6000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
------------------------
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, 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. / /
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
1.1+ Form of Underwriting Agreement.
3.1** Certificate of Incorporation.
3.2** Bylaws.
3.3+ Form of Bylaws to become effective prior to the
effectiveness of this Registration Statement.
4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2 Form of Common Stock Certificate.
4.3 Form of Warrant Agreement.
5.1+ Opinion of Cooley Godward LLP.
10.1+ Form of Indemnity Agreement entered into between the
Registrant and its directors and officers.
10.2+ Registrant's 2000 Equity Incentive Plan.
10.3+ Form of Incentive and Nonstatutory Stock Option Agreements
under the 2000 Equity Incentive Plan.
10.4+ Registrant's Employee Stock Purchase Plan and related
offering document.
10.5+ Registrant's Nonstatutory Stock Option Plan.
10.6+ Form of Stock Option Agreement under Registrant's
Nonstatutory Stock Option Plan.
10.7* Sub-Lease Agreement between Cloverleaf Cold Storage and The
Titan Corporation dated September 1, 1999.
10.8** Industrial Real Estate Lease between B/G Management and The
Titan Corporation dated April 10, 2000.
10.10* Amended and Restated Agreement No. 3 for Purchase of an
X-Ray System by and among SureBeam Corporation, The Titan
Corporation, Hawaii Pride LLC, John W. Clark and Eric
Weinert.
10.11* Supplemental Retirement Plan for Executives, as amended.
10.12* Contract for Purchase and Sale of Equipment and Services
dated December 28, 1999 between Zero Mountain Cold Storage
and Titan Scan.
10.13 Agreement between Texas A&M University, Texas Agricultural
Experiment Station and SureBeam Corporation.
10.14* Joint Venture and Strategic Partnering Agreement dated
May 18, 2000 between Tech Ion Industrial Brasil S.A. and
SureBeam Corporation, as amended.
10.15** Letter Agreement dated September 30, 1999, as amended on
October 18, 1999, between The Titan Corporation and Larry
Oberkfell.
10.16** Letter Agreement dated July 14, 1999 between The Titan
Corporation and Kevin Claudio.
10.17* Joint Venture Arrangement and Agreement for purchase of an
electron beam system by and among SureBeam Corporation and
Zero Mountain, Inc. dated August 8, 2000.
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II-1
<PAGE>
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
10.18 Tax Allocation Agreement dated as of August 4, 2000 between
The Titan Corporation and SureBeam Corporation.
10.19 Corporate Services Agreement dated August 4, 2000 between
The Titan Corporation and SureBeam Corporation.
10.20 Subordinated Promissory Note dated August 4, 2000 between SB
Operating Co. and The Titan Corporation.
10.21 Contribution Agreement dated as of August 4, 2000 among The
Titan Corporation, SureBeam Corporation and Gene Ray.
10.22 Contribution Agreement dated as of August 4, 2000 between
SureBeam Corporation and SB Operating Co.
21.1** Subsidiaries of the Registrant.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2+ Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1.
24.1** Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
------------------------
* Confidential Treatment has been requested with respect to certain portions
of this exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.
** Previously filed.
+ To be filed by amendment.
(B) SCHEDULES.
All schedules are omitted because they are not required, are not applicable
or the information is included in the consolidated Financial Statements or Notes
thereto.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, County of San
Diego, State of California, on the 10th day of October, 2000.
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By: /s/ LARRY A. OBERKFELL
-----------------------------------------
Larry A. Oberkfell
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 has been signed by the following persons in the capacities and
on the dates indicated.
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SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
President, Chief Executive
/s/ LARRY A. OBERKFELL Officer and Director
------------------------------------------- (PRINCIPAL EXECUTIVE October 10, 2000
Larry A. Oberkfell OFFICER)
Vice President and
/s/ KEVIN K. CLAUDIO Chief Financial Officer
------------------------------------------- (PRINCIPAL FINANCIAL AND October 10, 2000
Kevin K. Claudio ACCOUNTING OFFICER)
*
------------------------------------------- Chairman of the Board October 10, 2000
Gene W. Ray
*
------------------------------------------- Director October 10, 2000
Susan Golding
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*By: /s/ LARRY A. OBERKFELL
--------------------------------------
Larry A. Oberkfell
ATTORNEY-IN-FACT
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
1.1+ Form of Underwriting Agreement.
3.1** Certificate of Incorporation.
3.2** Bylaws.
3.3+ Form of Bylaws to become effective prior to the
effectiveness of this Registration Statement.
4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2 Form of Common Stock Certificate.
4.3 Form of Warrant Agreement.
5.1+ Opinion of Cooley Godward LLP.
10.1+ Form of Indemnity Agreement entered into between the
Registrant and its directors and officers.
10.2+ Registrant's 2000 Equity Incentive Plan.
10.3+ Form of Incentive and Nonstatutory Stock Option Agreements
under the 2000 Equity Incentive Plan.
10.4+ Registrant's Employee Stock Purchase Plan and related
offering document.
10.5+ Registrant's Nonstatutory Stock Option Plan.
10.6+ Form of Stock Option Agreement under Registrant's
Nonstatutory Stock Option Plan.
10.7* Sub-Lease Agreement between Cloverleaf Cold Storage and The
Titan Corporation dated September 1, 1999.
10.8** Industrial Real Estate Lease between B/G Management and The
Titan Corporation dated April 10, 2000.
10.10* Amended and Restated Agreement No. 3 for Purchase of an
X-Ray System by and among SureBeam Corporation, The Titan
Corporation, Hawaii Pride LLC, John W. Clark and Eric
Weinert.
10.11* Supplemental Retirement Plan for Executives, as amended.
10.12* Contract for Purchase and Sale of Equipment and Services
dated December 28, 1999 between Zero Mountain Cold Storage
and Titan Scan.
10.13 Agreement between Texas A&M University, Texas Agricultural
Experiment Station and SureBeam Corporation.
10.14* Joint Venture and Strategic Partnering Agreement dated
May 18, 2000 between Tech Ion Industrial Brasil S.A. and
SureBeam Corporation, as amended.
10.15** Letter Agreement dated September 30, 1999, as amended on
October 18, 1999, between The Titan Corporation and Larry
Oberkfell.
10.16** Letter Agreement dated July 14, 1999 between The Titan
Corporation and Kevin Claudio.
10.17* Joint Venture Arrangement and Agreement for purchase of an
electron beam system by and among SureBeam Corporation and
Zero Mountain, Inc. dated August 8, 2000.
10.18 Tax Allocation Agreement dated as of August 4, 2000 between
The Titan Corporation and SureBeam Corporation.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
10.19 Corporate Services Agreement dated August 4, 2000 between
The Titan Corporation and SureBeam Corporation.
10.20 Subordinated Promissory Note dated August 4, 2000 between SB
Operating Co. and The Titan Corporation.
10.21 Contribution Agreement dated as of August 4, 2000 among The
Titan Corporation, SureBeam Corporation and Gene Ray.
10.22 Contribution Agreement dated as of August 4, 2000 between
SureBeam Corporation and SB Operating Co.
21.1** Subsidiaries of the Registrant.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2+ Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1.
24.1** Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
------------------------
* Confidential Treatment has been requested with respect to certain portions
of this exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.
** Previously filed.
+ To be filed by amendment.
