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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE TITAN CORPORATION
(exact name of registrant as specified in its charter)
DELAWARE 95-2588754
(State of incorporation) (I.R.S. Employer
Identification No.)
3033 Science Park Road 92121-1199
San Diego, California (Zip Code)
(Address of principal
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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___% Convertible Subordinated New York Stock Exchange
Debentures due 2003
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the ___% Convertible Subordinated Debentures due 2003
(the "Securities") of The Titan Corporation, a Delaware corporation (the
"Company"), to be registered hereunder is set forth under the caption
"Description of Debentures" in the Prospectus included in the Company's
Registration Statement on Form S-3 (No. 333-10965) under the Securities Act
of 1933, as amended, filed with the Securities and Exchange Commission (the
"Commission") on August 28, 1996, as amended by Amendment No. 1 filed with
the Commission on October 11, 1996, and any prospectus filed in accordance
with Rule 424(b) (the "S-3 Registration Statement"), which description is
incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Form of the Securities (included in Exhibit 4.1 to Amendment No. 1 to
Registrant's Registration Statement on Form S-3 (No. 333-10965) filed
with the Commission on October 11, 1996).
2. Form of Indenture dated as of October ___, 1996 between the Company and
Norwest Bank Minnesota N.A., as trustee (incorporated by reference to
Exhibit 4.1 to Amendment No. 1 to Registrant's Registration Statement on
Form S-3 (No. 333-10965) filed with the Commission on October 11, 1996).
3. Restated Certificate of Incorporation dated as of November 6, 1996
(incorporated by reference to Exhibit 3.1 to Registrant's 1987 Annual
Report on Form 10-K). Certificate of Amendment of Restated Certificate
of Incorporation dated as of June 30, 1987 (incorporated by reference to
Exhibit 3.2 to Registrant's 1987 Annual Report on Form 10-K).
4. The Company's Bylaws, as amended (incorporated by reference to
Exhibit 6(a)(3) to Registrant's Quarterly Report on Form 10-Q dated
November 13, 1995).
5. Rights Agreement, dated as of August 21, 1995, between the Company
and American Stock Transfer and Trust Company (incorporated by reference
to Exhibit 1 to Registrant's Registration Statement on Form 8-A dated
September 5, 1995).
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Registration Statement to be
signed on its behalf, by the undersigned, thereunto duly authorized.
Dated: October 17, 1996
The Titan Corporation
By: /s/ Bernard M. Hirl
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Bernard M. Hirl
Senior Vice President and Chief
Financial Officer
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