As filed with the Securities and Exchange Commission on July 1, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE TITAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2588754
(State of other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
3033 Science Park Road
San Diego, California 92121
(Address of Principal Executive Offices and Zip Code)
THE TITAN CORPORATION
1996 DIRECTORS' STOCK OPTION AND
EQUITY PARTICIPATION PLAN
(Full title of plan)
DAVID A. HAHN, ESQ.
The Titan Corporation
3033 Science Park Road
San Diego, California 92121
(Name and address of agent for service)
(619) 552-9491
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price Fee
Common Stock, 0.01 par
value................................................. 125,000 $5.56 $695,312
$239.76 (1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c), based upon the average of the high and low
sales prices of Common Stock on the New York Stock Exchange on June
27, 1996.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;
(c) The Description of the Company's Common Stock
included in the Companys Registration Statement on Form 8-B under
the Securities Exchange Act of 1934, file no. 0-2641.
(d) The Companys Current Statement on Form 8-K, dated
March 6, 1996.
(e) The Companys Current Statement on Form 8-K, dated
April 25, 1996.
(f) The Companys Current Statement on Form 8-K, dated
June 6, 1996.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
this Registration Statement is filed with the Securities and Exchange
Commission and prior to the filing of a post effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated
by reference in this Registration Statement and to be a part of it from
the respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or
superseded such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Companys Bylaws provide for indemnification (to the full
extent permitted by law) of directors, officers, and other agents of the
Company against expenses, judgments, fines and amounts paid in
settlements actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that such person is, or was, an
officer, director, or agent of the Company. The Company also maintains
directors and officers liability insurance coverage and has entered into
indemnification agreements with its directors and officers. Section 145
of the Delaware General Corporation Law provides generally that a
corporation shall have the power, and in some cases is required, to
indemnify an agent, including an officer or director, who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, against certain
expenses, judgments, fines, settlements, and other amounts under certain
circumstances.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits, attached hereto.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales
are being made, a post effective amendment to this registration
statement;
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of this
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information required to be included in a post-effective
amendment by those paragraphs which are contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrants annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the Event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 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 June 28, 1996.
THE TITAN CORPORATION
By: /s/
Gene W. Ray,
President
POWER OF ATTORNEY
Each person whose signature appears below authorizes Gene W. Ray
and David A. Hahn, and either of them, with full power of substitution
and resubstitution, his true and lawful attorneys-in-fact, for him in any
and all capacities, to sign any amendments (including post-effective
amendments) to this Registration Statement and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Director and
/s/ Chairman of the Board June
28, 1996
J. Sidney Webb
Director, President and
/s/ Chief Executive Officer June 28, 1996
Gene W. Ray
Chief Financial and
/s/ Accounting Officer June 28, 1996
Prabhav V. Maniyar
/s/ Director June 28, 1996
Charles R. Allen
/s/ Director June 28, 1996
Joseph F. Caligiuri
/s/ Director June 28, 1996
Daniel J. Fink
/s/ Director June 28, 1996
Robert E. La Blanc
/s/ Director June 28, 1996
Thomas G. Pownall
INDEX TO EXHIBITS
EXHIBIT PAGE
4 The Titan Corporation 1996 Directors Stock Option 7
and Equity Participation Plan.
23 Opinion and consent of David A. Hahn. 13
23 Consent of Arthur Andersen LLP. 14
24 Power of Attorney (page 5 of the Registration Statement). -
THE TITAN CORPORATION
1996 DIRECTORS' STOCK OPTION
AND EQUITY PARTICIPATION PLAN
1. Purpose of the Plan. Under this 1996 Directors'
Stock Option and Equity Participation Plan (the "Plan") of The Titan
Corporation (the "Company"), (i) options shall be granted to directors
who are not Employees of the Company to purchase shares of the Company's
capital stock, and (ii) directors who are not Employees of the Company
may elect to receive shares of the Company's Common Stock in lieu of cash
payment of Director Fees. The Plan is designed to enable the Company to
attract and retain outside directors of the highest caliber and
experience. Certain capitalized terms used in this Plan are defined in
Section 12 hereof.
2. Stock Subject to Plan. The maximum number of shares
of stock for which options granted hereunder may be exercised or which
may be issued under stock grants in lieu of Director Fees shall be
125,000 shares of the Company's Common Stock, par value $.01 per share
("Common Stock"), subject to the adjustments provided in Section 6. The
shares of Common Stock to be issued under the Plan may be either
previously authorized but unissued shares or treasury shares. Shares of
stock subject to the unexercised portions of any options granted under
this Plan which expire or terminate or are canceled may again be subject
to options or stock grants under the Plan.
3. Participating Directors. The directors of the
Company who shall participate in this Plan are those directors who are
not, at the time they receive options or stock grants hereunder,
Employees of the Company or any of its subsidiaries.
4. Grant of Options. Each participating director shall
be granted the following options, the date of each of which being a "date
of grant":
(a) 5,000 shares of stock (subject to the
adjustments provided in Section 6) on the later to occur (the "date of
initial grant") of (i) the date on which he or she first takes office as
a director of the Company, or (ii) the date on which this Plan was
adopted by the Board of Directors of the Company;
(b) 5,000 shares of stock (subject to
adjustments provided in Section 6) on the date that is one year after the
date of initial grant; and
(c) 5,000 shares of stock (subject to the
adjustments provided in Section 6) on the date that is two years after
the date of initial grant.
Notwithstanding any other provision of this Plan, no option
hereunder shall be granted unless sufficient shares (subject to said
adjustments) are then available therefor under Sections 2 and 7. In
consideration of the granting of the options, the option holder shall be
deemed to have agreed to remain as a director of the Company for a period
of at least one year after each date of grant. Nothing in this Plan
shall, however, confer upon any option holder any right to continue as a
director of the Company or shall interfere with or restrict in any way
the rights of the Company or the Company's shareholders, which are hereby
expressly reserved, to remove any option holder at any time for any
reason whatsoever, with or without cause, to the extent permitted by the
Company's bylaws and applicable law.
5. Option Provisions. Each option granted under the
Plan shall contain such terms and provisions as the President of the
Company may authorize, including in any event the following:
(a) The exercise price of each option shall be
equal to the aggregate Fair Market Value of the shares of stock optioned
on the date of grant of such option. Fair Market Value means the closing
price of stock of the same class on the day in question (or, if such day
is not a trading day in the U.S. securities markets or if no sales of
stock of that class were made on such day, on the nearest preceding
trading day on which sales of stock of that class were made), as reported
with respect to the market (or the composite of the markets, if more than
one) in which such stock is then traded; or if no such closing prices are
reported the lowest independent offer quotation reported, for such day in
Level 2 of NASDAQ; or if no such quotations are reported, it means the
value established by what the Board of Directors of the Company in its
judgment then deems to be the most nearly comparable valuation method.
(b) Payment for stock purchased upon any
exercise of the option shall be made in full in cash concurrently with
such exercise.
(c) The option shall become exercisable in
installments as follows: It may be exercised as to up to but no more
than 25% of the total number of shares optioned on the first anniversary
of the date of grant; up to but no more than 50% of the total number of
shares optioned on the second anniversary of the date of grant; up to but
no more than 75% of the total number of shares optioned on the third
anniversary of the date of grant; and up to 100% of the total number of
shares optioned on the fourth anniversary of the date of grant; in each
case to the nearest whole share.
(d) When the option holder ceases to be a
director of the Company, whether because of death, resignation, removal,
expiration of his or her term of office or any other reason, the option
shall terminate ninety (90) days after the date such option holder ceases
to be a director of the company and may thereafter no longer be
exercised; except that (i) upon the option holder's death his or her
legal representative(s) or the person(s) entitled to do so under the
option holder's last will and testament or under applicable intestate
laws shall have the right to exercise the option within one year after
the date of death (but not after the expiration date of the option), but
only for the number of shares as to which the option holder was entitled
to exercise the option on the date of his or her death and (ii) upon the
option holder's ceasing to be a director by reason of disability her or
she (or his or her guardian) shall have the right to exercise the option
within one year after the date of the option holder ceased to be a
director (but not after the expiration date of the option), but only for
the number of shares as to which the option holder was entitled to
exercise the option on the date of his or her ceasing to be a director.
(e) Notwithstanding any other provision herein,
such option may not be exercised prior to shareholder approval of this
Plan at an annual meeting of shareholders by a majority of the shares
represented at such meeting; nor prior to the admission of the shares of
stock issuable on exercise of the option to listing on notice of issuance
on any stock exchange on which shares of the same class are then listed;
nor unless and until, in the opinion of counsel for the Company, such
securities may be issued and delivered without causing the Company to be
in violation of or incur any liability under any federal, state or other
securities law, any requirement of any securities exchange listing
agreement to which the Company may be a party, or any other requirement
of law or of any regulatory body having jurisdiction over the Company.
(f) The option shall not be transferable by the
option holder other than by will or the laws of descent and distribution,
or pursuant to a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended (the "Code"), or Title I of the
Employee Retirement Income Security Act ("ERISA") or the rules
thereunder; may not be pledged or hypothecated; and shall be exercisable
during the option holder's lifetime only by the option holder or by his
or her guardian or legal representative.
6. Adjustments. If the outstanding shares of the
Company's Common Stock are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities of the
Company, as a result of one or more reorganizations, recapitalizations,
stock splits, reverse stock splits, stock dividends or the like,
appropriate adjustments shall be made in the number and/or kind of shares
or securities as to which options may thereafter be granted under this
Plan and for which options then outstanding under this Plan may
thereafter be exercised. Any such adjustment in outstanding options
shall be made without change in the aggregate purchase price applicable
to the unexercised portion of such options, but with a corresponding
adjustment in the purchase price for each share or other unit of any
security covered by the option. No fractional shares of stock shall be
issuable under any option granted under this Plan or as a result of any
such adjustment.
7. Corporate Reorganizations. Upon the dissolution
or liquidation of the Company, or upon a reorganization, merger or
consolidation of the Company as a result of which the outstanding shares
of the Company's Common Stock are changed or exchanged for cash or
property or securities not of the Company's issue, or upon a sale of
substantially all the property of the Company to another corporation or
person, the Plan shall terminate, and all options thereto granted
hereunder shall terminate, unless provisions shall be made in writing in
connection with such transaction for the continuance of the Plan and/or
for the assumption of options theretofore granted, or the substitution
for such options of options covering the stock of a successor
corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and prices, in which
event the Plan and options theretofore granted shall continue in the
manner and under the terms so provided. If the Plan and unexercised
options shall terminate pursuant to the foregoing sentence, all persons
entitled to exercise any unexercised portions of options then outstanding
shall have the right, at such time prior to the consummation of the
transaction causing such termination as the Company shall designate, to
exercise the unexercised portions of their options, including the
portions thereof which would, but for this section entitled "Corporation
Reorganizations," not yet be exercisable.
8. Change in Control. Notwithstanding any other
provisions of this Plan, upon any Change in Control (as defined herein
below) all then outstanding options will become fully vested and
exercisable. The term "Change in Control" shall mean (a) any "person"
(as such term is used in Sections 3(a)(9) and 13(d)(3) of the Securities
Exchange Act of 1934) becomes the beneficial owner (as such term is used
in Section 13(d)(1) of the Securities Exchange Act of 1934), directly or
indirectly, of securities of the Company representing at least 25% of the
combined voting power of the then outstanding securities of the Company
in a transaction which was not approved by the Company's Board of
Directors prior to its occurrence; or (b) during any period of twenty-
four (24) consecutive months, individuals who at the beginning of such
period constituted the Company's Board of Directors cease for any reason
to constitute at least a majority thereof, unless the election, or the
nomination for election, of each new director was approved by a vote of
at least two-thirds of the directors then still in office who were
directors at the beginning of the period.
9. Granting of Stock. (a) Each participating Director
may elect to forego cash payment of all or any portion of his or her
Director Fees (the fees subject to such election are hereinafter referred
to as "Elected Fees") and receive, subject to provisions of subsection
(c) hereof, on the date such Elected Fees otherwise would be paid, or
such other date specified by the Board, shares of Common Stock. If the
participating director elects to receive shares of Common Stock, the
number of shares issuable shall equal the amount of the Elected Fees
divided by the Fair Market Value per share of Common Stock as of the
issue date. No fractional shares of Common Stock shall be issued and the
value of such fractional share shall be paid to each participating
director in cash. An election pursuant to this Section 9 shall be made
prior to the commencement of any period of Board service to which the
grant relates, but in any event at least six months prior to the
scheduled payment of the Elected Fees, and such election shall be
irrevocable.
(b) This Plan will be submitted for the approval of
the Company's stockholders within twelve months after the date of the
Board's initial adoption of this Plan. No grant of Common Stock pursuant
to Section 9 hereof shall be made prior to approval of this Plan by the
Company's stockholders.
(c) The Company shall be entitled to require payment
in cash or deduction from other compensation payable to each
participating director of any sums required by federal, state or local
tax law to be withheld with respect to the issuance of Common Stock under
the Plan.
(d) This Plan and the issuance and delivery of shares
of Common Stock hereunder are subject to compliance with all applicable
federal and state laws, rules and regulations (including but not limited
to state and federal securities law) and to such approvals by any
listing, regulatory or governmental authority as may, in the opinion of
counsel for the Company, be necessary or advisable in connection
therewith. Any securities delivered under this Plan shall be subject to
such restrictions, and the person acquiring such securities shall, if
requested by the Company, provide such assurances and representations to
the Company as the Company may deem necessary or desirable to assure
compliance with all applicable legal requirements. To the extent
permitted by applicable law, the Plan shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.
10. Duration, Termination and Amendment of the Plan.
This Plan shall become effective upon its adoption by the Board of
Directors of the Company and shall expire on February 22, 2001, so that
no option may be granted hereunder after that date although any option
outstanding on that date may thereafter be exercised in accordance with
its terms. The Board of Directors of the Company may alter, amend,
suspend or terminate this Plan, provided that no such action shall
deprive an option holder, without his or her consent, of any option
previously granted pursuant to this Plan or of any of the option holder's
rights under such option. Except as herein provided, no such action of
the Board, unless taken with the approval of the stockholders of the
Company, may make any amendment to the Plan as to which approval by
stockholders is necessary for continued applicability of Rule 16b-3 of
the Securities and Exchange Commission.
Notwithstanding the foregoing, the Plan shall not be
amended more than once every six months other than to comport with
changes in the Code, ERISA or the rules thereunder.
11. Administration. (a) It shall be the duty of the
Board to conduct the general administration of this Plan in accordance
with its provisions. The Board shall have the power to interpret this
Plan and to adopt such rules for the administration, interpretation, and
application of this Plan as are consistent therewith and to interpret,
amend or revoke any such rules.
(b) All expenses and liabilities which members of the
Board incur in connection with the administration of this Plan shall be
borne by the Company. The Board may employ attorneys, consultants,
accountants, appraisers, brokers, or other persons. The Board, the
Company and the Company's officers and Directors shall be entitled to
rely upon the advice, opinions or valuations of any such persons. All
actions taken and all interpretations and determinations made by the
Board in good faith shall be final and binding upon the Company and all
other interested persons. No members of the Board shall be personally
liable for any action, determination or interpretation made in good faith
with respect to this Plan, and all members of the Board shall be fully
protected by the Company in respect of any such action, determination or
interpretation.
12. Certain Definitions. Wherever the following
terms are used in this Plan they shall have the meaning specified below,
unless the context clearly indicates otherwise.
(a) Director Fees. "Director Fees" shall mean the
annual retainer fee and regular meeting fees, including committee fees,
if any, paid by the Company to a participating director.
(b) Employee. "Employee" shall mean any officer or
other employee (as defined in accordance with Section 3401(c) of the
Code) of the Company, or of any corporation which is a Subsidiary.
(c) Fair Market Value. Fair Market Value is defined
in Section 5(a) hereof.
June 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Gentlemen:
I have examined the Registration Statement, together with
exhibits thereto, to be filed with you relating to the registration of
common stock, $0.01 par value per share (the Common Stock), issuable in
connection with The Titan Corporation 1996 Directors Stock Option and
Equity Participation Plan (the Plan). I am familiar with the
proceedings taken and to be taken by The Titan Corporation, a Delaware
corporation (the Company), in connection with the issuance of shares of
Common Stock under the Plan and the authorization of such issuance
thereunder, and have examined such documents and such questions of law
and fact as I have deemed necessary in order to express the opinion
hereinafter stated.
Based on the foregoing, it is my opinion that the shares
of Common Stock of the Company to be issued pursuant to the Plan have
been duly authorized, and that such Common Stock, when issued in
accordance with the terms of the Plan, will be legally and validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an
exhibit to the above referenced Registration Statement.
Very truly yours,
/s/
David A. Hahn, Esq.
Senior Vice President
General Counsel and
Secretary
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February
28, 1996 incorporated by reference in The Titan Corporations Form 10-K
for the year ended December 31, 1995 and to all references to our firm
included in this registration statement.
/s/
ARTHUR
ANDERSEN LLP
San Diego, California
June 28, 1996
