October 18, 1995
Via EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: The Titan Corporation - Commission File No. 1-6035
Form 8-K
Gentlemen and Ladies:
Pursuant to Rule 13a-13 or Rule 15d-13 of the
Securities Exchange Act of 1934, enclosed for filing with the
Commission is a Current Report on Form 8-K dated October 18, 1995.
An executed copy of this report is being filed with
the New York Stock Exchange.
Sincerely,
David A. Hahn
Senior Vice President
General Counsel and Secretary
cc: New York Stock Exchang
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 18, 1995
THE TITAN CORPORATION
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
Delaware 1-6035 95-2588754
State or Other Jurisdiction of Commission File No.
I.R.S. Employer
Incorporation or Organization
Identification Number
3033 Science Park Road
San Diego, CA 92121
Address of Principal Executive Offices
(619) 552-9500
Registrant's Telephone Number, Including Area Code
Item 5. Other Events.
On October 18, 1995, the Board of Directors (the
"Board") of The Titan Corporation (the "Company") adopted an
amendment to its By-laws in order to ensure (i) orderly procedures
for nomination of persons for election to the Board of Directors
and the proposal of business to be conducted at an annual or
special meeting of stockholders, (ii) an orderly procedure for
determining which stockholders will be able to take part in a
written consent action, (iii) compliance with Rule 14a-13 of the
Securities Exchange Act of 1934 and (iv) that any written consent
action be efficiently and effectively undertaken without
disenfranchising any of the stockholders of the Company. A copy
of such amendment is attached hereto as an exhibit.
Item 7. Exhibits
Exhibit 3.2 Amendment to By-laws of the Company, dated
October 18, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
THE TITAN CORPORATION
(REGISTRANT)
By:
Gene W. Ray
President
Date: October 18, 199
AMENDMENT TO BYLAWS
OF
THE TITAN CORPORATION
1. In order to ensure (i) orderly procedures for
nominations of persons for election to the Board of Directors and
the proposal of business to be conducted at an annual or special
meeting of stockholders, (ii) an orderly procedure for determining
which stockholders will be able to take part in a written consent
action, (iii) compliance with Rule 14a-13 of the Securities
Exchange Act of 1934 and (iv) that any written consent action be
efficiently and effectively undertaken without disenfranchising
any of the stockholders of the Corporation, Article II of the
Bylaws is amended to add Sections 2.08 through 2.11 that shall
read as follows:
Section 2.08 Notice of Stockholder Business and
Nominations
(A) Annual Meeting of Stockholders. (1) Nominations of
persons for election to the Board of Directors of the Corporation
and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders (a) pursuant to
the Corporation's notice of meeting, (b) by or at the direction of
the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving
of notice provided for in this By-Law, who is entitled to vote at
the meeting and who complies with the notice procedures set forth
in this By-Law,
(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to
clause (c) of paragraph (A) (1) of this By-Law, the stockholder
must have given timely notice thereof in writing to the Secretary
of the Corporation and such other business must otherwise be a
proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the
close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than
the close of business on the 90th day prior to such annual meeting
and not later than the close of business on the later of the 60th
day prior to such annual meeting or the 10th day following the day
on which public announcement of the date of such meeting is first
made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new
time period for the giving of a stockholder's notice as described
above. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or
re-election as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business
that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is
made, and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial
owner and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and
such beneficial owner.
(3) Notwithstanding anything in the second sentence of
paragraph (A) (2) of this By Law to the contrary, in the event
that the number of Directors to be elected to the Board of
Directors of the Corporation is increased and there is no public
announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of
Directors at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required
by this By-Law shall also be considered timely, but only with
respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the
principal execution offices of the Corporation not later than the
close of business on the 10th day following the day on which such
public announcement is first made by the Corporation.
(B) Special Meetings of Stockholders. Only such business
shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting pursuant to the Corporation's
notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the
Board of Directors at (b) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at
the time of giving of notice provided for in this By-Law, who
shall be entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-Law. In the event the
Corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons
(as the case may be), for election to such position(s) as
specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A) (2) of this By-Law
shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business
on the 90th day prior to such special meeting and not later than
the close of business on the later of the 60th day prior to such
special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected
at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for
the giving of a stockholder's notice as described above.
(C) General. (1) Only such persons who are nominated
in accordance with the procedures set forth in this By-Law shall
be eligible to serve as director; and only such business shall be
conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in
this By-Law. Except as otherwise provided by law, the Certificate
of Incorporation or these By-Laws, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures
set forth in this By-Law and, if any proposed nomination or
business is not in compliance with this By-Law, to declare that
such defective proposal or nomination shall be disregarded.
(2) For purposes of the By-Law, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service
or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or
15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this By-
Law, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this By-Law.
Nothing in this By-Law shall be deemed to affect any rights (i) of
stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (ii) of the holders of any series of Preferred
Stock to elect directors under specified circumstances.
Section 2.09 Record Date for Action by Written Consent.
In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the
date upon which the resolution fixing the record date is adopted
by the Board of Directors. Any stockholder of record seeking to
have the stockholders authorize or take corporate action by
written consent shall, by written notice to the Secretary, request
the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within 10 days after
the date on which such a request is received, adopt a resolution
fixing the record date. If no record date has been filed by the
Board of Directors within 10 days of the date on which such a
request is received, the record date for determining stockholders
entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed
to be taken is delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business or
to any officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by applicable
law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of
business on the date on which the Board of Directors adopts the
resolution taking such prior action.
Section 2.10 Inspectors of Written Consent
In the event of the delivery, in the manner provided by
Section 2.09, to the Corporation of the requisite written consent or
consents to take corporate action and/or any related revocation or
revocations, the Corporation shall engage nationally recognized
independent inspectors of elections for the purpose of promptly
performing a ministerial review of the validity of the consents and
revocations. For the purpose of permitting the inspectors to perform
such review, no action by written consent without a meeting shall be
effective until such date as the independent inspectors certify to the
Corporation that the consents delivered to the Corporation in accordance
with Section 2.09 represent at least the minimum number of votes that
would be necessary to take the corporate action. Nothing contained in
this paragraph shall in any way be construed to suggest or imply that
the Board of Directors or any stockholder shall not be entitled to
contest the validity of any consent or revocation thereof, whether
before or after such certification by the independent inspectors, or to
take any other actions (including, without limitation, the commencement,
prosecution or defense of any litigation with respect thereto, and the
seeking of injunctive relief in such litigation.)
Section 2.11 Effectiveness of Written Consent.
Every written consent shall bear the date of signature of
each stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless,
within 60 days of the date the earliest dated written consent was
received in accordance with Section 2.09, a written consent or consents
signed by a sufficient number of holders to take such action are
delivered to the Corporation in the manner prescribed in Section 2.09.
2. Other than as amended above, the Bylaws of the Corporation
shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment to Bylaws has been signed by
its duly elected President this 18th day of October, 1995.
THE TITAN CORPORATION
/s/ Gene W. Ray
Gene W. Ray
President and Chief Executive
Officer
3
