March 4, 1996
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 March
1, 1996.
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 Exchange
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 29549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 1, 1996
Date of earliest
event reported: February 28, 1996
THE TITAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2588754
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
3033 Science Park Road
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(619) 552-9500
(Registrant's telephone number)
Item 5. Other Events
On February 28, 1996 the Company entered into a
Settlement Agreement with certain stockholders of the
Company pursuant to which the Company agreed to dismiss
pending litigation against the shareholders. The settlement
agreement is attached as Exhibit 1 and the press release
announcing the settlement is attached as Exhibit 2.
Item 7. Exhibits
1. Agreement of Compromise and Settlement, dated
as of February 28, 1996, by and among The
Titan Corporation on the one hand, and Bob K.
Pryt; BKP Capital Management, Inc.; BKP
Partners, L.P.; Robert J. Feibush and Feibush
& Co., Inc. on the other hand.
2. Press Release, dated March 1, 1996.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this Form 8-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE TITAN CORPORATION
Dated: March 5, 1996 By: /s/ David A. Hahn
David A. Hahn
Senior Vice President
General Counsel and Secretary
EXHIBIT INDEX
1. Agreement of Compromise and Settlement, dated as of
February 28, 1996, by and among The Titan Corporation
on the one hand, and Bob K. Pryt; BKP Capital
Management, Inc.; BKP Partners, L.P.; Robert J. Feibush
and Feibush & Co., Inc. on the other hand.
2. Press Release, dated March 1, 1996.
Exhibit 1
AGREEMENT OF COMPROMISE AND SETTLEMENT
This AGREEMENT OF COMPROMISE AND SETTLEMENT dated as of
February 28, 1996 (this "Settlement Agreement") is entered
into by and among The Titan Corporation, a Delaware
corporation ("Titan"), on the one hand, and Bob K. Pryt
("Pryt"), BKP Capital Management, Inc., a California
corporation, BKP Partners, L.P., a California Limited
Partnership (collectively the "Pryt Parties"), Robert J.
Feibusch, Feibusch & Co. (collectively "Feibusch Parties"),
on the other hand. The Pryt Parties and Feibusch Parties
are sometimes collectively referred to as the Pryt/Feibusch
Parties. Titan and the Pryt/Feibusch Parties are sometimes
collectively referred to herein as the "Parties."
WHEREAS, Titan has determined to pursue a plan of
restructuring (the "Restructuring") designed to enhance
shareholder value;
WHEREAS, the Pryt/Feibusch Parties believe that
effectuation of the Restructuring, as described to them,
will be in the best interests of stockholders and will
accomplish, in substantial part, the actions which they
believe should be taken by Titan;
WHEREAS, based upon Titan's determination to proceed
with the Restructuring, the Pryt/Feibusch parties are
prepared to refrain, as set forth herein, from (i) engaging
in a solicitation of proxies for purposes of electing its
nominees to the Board (a "Proxy Contest"); (ii) engaging in
a consent solicitation; and (iii) submitting shareholder
proposals or shareholders initiatives. In addition, the
Pryt/Feibusch Parties are willing to withdraw the
shareholder proposal submitted by BKP Partners for inclusion
in the proxy statement of Titan in connection with the 1996
annual meeting of stockholders and to enter into the other
arrangements set forth herein; and
WHEREAS, Titan has determined that the agreements set
forth herein are in the best interests of Titan and its
shareholders.
FOR AND IN CONSIDERATION of the mutual covenants
contained herein, the parties, intending to be legally bound
hereby, agree as follows:
1. Certain Defined Terms. As used in this Settlement
agreement, the following terms (whether or not capitalized)
shall have the following meanings:
"1998 Annual Meeting" means the 1998 annual
meeting of shareholders of Titan at which the
election of directors shall be considered.
"Action" means The Titan Corporation v. Pryt, et
al., Case No. 95-3775E(AJB), filed in the United States
District Court of the Southern District of California.
"Board" means the Board of Directors of Titan.
"Common Stock" means the common stock, par value
$.01 per share, of Titan.
"Effective Date" means February 28, 1996.
"Exchange Act" means the Securities Exchange Act
of 1934, as amended.
"Titan Securities" means any securities issued by
Titan or any of its direct or indirect subsidiaries,
including the Common Stock and any other debt or equity
securities of Titan or any of its direct or indirect
subsidiaries that are outstanding as of the date hereof
or may hereafter be issued.
"Person" means any individual, corporation,
association, general or limited partnership, limited
liability company, limited liability partnership, joint
venture, trust, estate, other entity or organization or
group.
"Schedule 13D" means the Statement on Schedule 13D
filed with the SEC on or about November 21, 1995 by the
Pryt/Feibusch Parties dated November 21, 1995.
"SEC" means the United States Securities and
Exchange Commission.
"Securities Act" means the Securities Act of 1933,
as amended.
"Solicitation Action" with respect to a
shareholders meeting means any of the following: (i)
giving notice pursuant to Titan's Bylaws of an
intention to nominate directors at such meeting; (ii)
filing with the SEC any proxy solicitation materials
(whether preliminary, definitive or as described in
Rule 14a-11 or 14a-12 under the Exchange Act) with
respect to such meeting; (iii) mailing or otherwise
disseminating to shareholders any such solicitation
materials; (iv) otherwise engaging in a solicitation of
proxies with respect to such meeting; (v) nominating at
such meeting candidates for election as directors; or
(vi) casting votes or ballots at such meeting pursuant
to proxies so solicited (but the term "Solicitation
Action" shall not include the casting of votes or
ballots by the Pryt/Feibusch Parties with respect to
shares of Common Stock beneficially owned by them).
"Transaction" means any business combination
involving Titan, including without limitation an
acquisition, merger, spin-off, spin-out, consolidation,
tender offer, share exchange or exchange offer.
"Voting Securities" means any capital stock of
Titan having the right to vote in the election of
directors, plus convertible securities, options,
warrants or rights that may be converted, exchanged or
exercised to acquire such stock; and excludes preferred
stock having no voting rights in the election of
directors other than a normal and customary right to
elect a specified number of directors in the event of a
default in the payment of interest.
The terms "participant," "proxy" and
"solicitation" shall be used as defined in Regulation
14A under the Exchange Act (whether or not the
pertinent securities are subject to Regulation 14A).
The terms "beneficial ownership" and "group" shall be
used as defined in Regulation 13D-G under the Exchange
Act. The terms "affiliate" and "associate" shall be
used as defined in Rule 12b-2 under the Exchange Act.
2. Representations and Warranties of the
Pryt/Feibusch Parties. Each Pryt/Feibusch Party severally
and not jointly, represents and warrants to Titan as
follows:
(a) Such Pryt/Feibusch Party has the requisite
legal power and authority to execute, deliver and carry out
this Settlement Agreement and has taken all necessary legal
action to authorize the execution, delivery and performance
of this Settlement Agreement and the transactions
contemplated hereby.
(b) This Settlement Agreement has been duly and
validly authorized, executed and delivered by such
Pryt/Feibusch Party and constitutes a valid and binding
obligation, enforceable against such Pryt/Feibusch party in
accordance with its terms.
(c) Neither such Pryt/Feibusch Party nor any of
its affiliates beneficially owns, or has any direct,
indirect or contingent pecuniary interest in, any Titan
Securities other than as disclosed in the Schedule 13D.
(d) Neither such Pryt/Feibusch Party nor any of
its affiliates is a member of any group with respect to
Titan Securities and there are no other persons who are part
of such a group with it or any of its affiliates except as
disclosed in the Schedule 13D, and except insofar as Titan
has alleged in the Action that the Pryt Parties and the
Feibusch Parties are such a group and that the Pryt/Feibusch
Parties have denied such allegation.
3. Representations and Warranties of Titan. Titan
represents and warrants to the Pryt/Feibusch Parties as
follows:
(a) Titan is duly organized and validly existing
and in good standing under the laws of the State of
Delaware, has the requisite corporate power and authority to
execute, deliver and carry out this Settlement Agreement and
has taken all necessary corporate action to authorize the
execution, delivery and performance of this Settlement
Agreement and the transactions contemplated hereby.
(b) This Settlement Agreement has been duly and
validly authorized, executed and delivered by Titan and
constitutes a valid and binding obligation, enforceable
against Titan in accordance with its terms.
(c) Counsel for the Pryt/Feibusch Parties has
been provided a copy of a statement setting forth eight
specific restructuring actions ("Listed Restructuring
Actions"). Within ten (10) days after the Effective Date,
counsel for the Pryt/Feibusch Parties will be provided an
opportunity to review copies of the Restructuring plan and
the formal operating plan of Titan for 1996 (the "Operating
Plan") which contemplates those actions to be taken pursuant
to the Restructuring plan. The Restructuring plan and
Operating Plan have been approved by the Board of Directors
of Titan. The incentive compensation for senior management
of Titan will depend, in substantial part, upon their
successful implementation of the Operating Plan. Counsel
for the Pryt/Feibusch Parties agrees to hold all information
received from Titan pursuant to this subparagraph in
confidence, except and to the extent it becomes public
information as a result of disclosures by Titan.
4. Restrictions on Purchase and Sale of Titan
Securities and Certain Other Actions. Each of the
Pryt/Feibusch Parties agrees that it and its respective
affiliates shall not, except as expressly permitted by this
Settlement Agreement, without the prior written consent of
Titan at any time prior to the 1998 annual meeting:
(a) acquire, offer to acquire or agree to acquire,
directly or indirectly, by purchase or otherwise, beneficial
ownership of Titan Securities (or any direct or indirect
rights, options or warrants for any Titan Securities), other
than the Titan Securities that such Person beneficially owns
as of the date as referenced in Section 2(c) of this
Settlement Agreement, or encourage any Person to acquire, or
advise any Person with respect to the acquisition or
proposed acquisition of Titan Securities other than attempts
to dispose of such aforementioned Titan Securities that such
Person beneficially owns as of the date hereof; provided
however, that this paragraph (a) shall not apply to
acquisitions resulting from stock splits, reverse stock
splits or other reclassifications affecting outstanding
Titan Securities or stock dividends or other pro rata
distributions by Titan or its direct or indirect
subsidiaries to holders of Titan Securities (or a class or
classes thereof) or from exercise of any rights so
distributed, nor shall it prohibit the Pryt/Feibusch Parties
or their affiliates from acquiring Titan Securities from
Titan on terms generally available to all Titan
shareholders;
(b) sell or otherwise convey (either singly or
collectively) more than 5% of Titan's then current
outstanding Securities to a single Person or group, except
as permitted by (e) below;
(c) solicit, or encourage any other Person to
solicit, or advise any Person with respect to the
solicitation of, proxies or consents with respect to any
Titan Securities, or become a participant or otherwise
engage in any solicitation of proxies or consents (A) with
respect to any matter submitted or to be submitted to the
vote of the holders of any Titan Securities at any annual or
special meeting or by written consent, including, without
limitation, with respect to the election of directors of
Titan in opposition to the nominees recommended by the Board
or otherwise for the purpose of acquiring control of the
Board or management of Titan, or (B) for the purpose of
calling a special meeting of Titan's shareholders or the
holders of any Titan Securities; or advise or seek to advise
any Person with respect to the voting of any Titan
Securities; or submit, or encourage any other Person to
submit, or advise or assist any Person with respect to the
submission of, any nominations or proposals to Titan or to
the holders of Titan Securities for consideration by its
shareholders or the holders of any Titan Securities at any
annual or special meeting of such holders or in any action
to be taken by written consent pursuant to Titan's charter
or bylaws, Rule 14a-8 under the Exchange Act, the provisions
of any document governing the terms of any such Titan
Securities or governing the rights of the holders thereof,
or otherwise; engage in any Solicitation Action; or
otherwise take any action to request a special meeting of
the holders of any Titan Securities;
(d) deposit any Titan Securities in a voting
trust or subject them to a voting agreement or other
agreement or arrangement of similar effect or otherwise join
or form a partnership, limited partnership, syndicate or
other group (except insofar as a group consisting solely of
Pryt/Feibusch Parties is alleged to exist by Titan at the
date hereof) for the purpose of acquiring, holding, voting
or disposing of any Titan Securities;
(e) engage in, or offer, agree or propose to
engage in, any Transaction (other than to participate
therein as a shareholder on terms generally available to all
of Titan's shareholders); or arrange, or in any way
participate, directly or indirectly, in any financing for
any Transaction or for the purchase by any person of any
Titan Securities or any assets of Titan; provided, however,
that nothing herein shall prevent any of the Pryt/Feibusch
parties from tendering Titan securities beneficially owned
by it to any person who may make a tender offer for all
outstanding Titan securities of such class.
(f) otherwise act alone or in concert with others
to seek representation on the Board or to acquire control of
Titan or any of its securities or assets;
(g) publicly request any amendment of any of the
terms of this Section;
(h) assist or advise, or enter into any agreement
or arrangement to assist or advise any other person in
taking any action referenced in any of paragraphs (a)
through (g) above.
Nothing in this Section 4 shall prohibit any of
the Pryt/Feibusch parties from taking any of the actions
referred to in (c), (d) or (f) in respect of any matter,
including the election of directors, to be presented for
action by shareholders at the 1998 Annual Meeting.
5. Additional Agreements.
(a) Press Release. Upon the effectiveness of
this Agreement, Titan shall issue a press release in the
form of Exhibit A hereto. No Party to this Settlement
Agreement nor any of their respective affiliates, associates
or representatives shall issue any other press release or
other publicly available document concerning this Settlement
Agreement that is inconsistent with, or is otherwise
contrary to, the statements in such press release. None of
the Parties shall publicly make any negative statements
regarding any other Party, the Board, the process by which
Titan seeks to enhance shareholder value, or any proposed,
pending or consummated Transaction.
(b) Non-Interference. Each of the Parties hereto
agrees that, subject to his or its absolute right to pursue
his or its own legitimate business objectives independently
and in good faith, he or it will not, and will not permit
any related party controlled by him or it, directly or
indirectly to, take any action or encourage any other Person
to take any action, the intent or direct foreseeable result
of which is to interfere with or adversely affect the
business activities, contractual relationships or business
opportunities of any other Party or such other Party's
affiliates and associates.
(c) Restrictions on the Issuance of Voting
Securities. Prior to the earlier of the termination of this
Settlement Agreement or Titan's 1998 Annual Meeting except
as otherwise approved by the stockholders at a meeting:
1. In the case of an issuance of Voting
Securities (other than through an underwritten
public offering) to raise cash, the following
restrictions shall be applicable
a. There shall be a determination by
the directors (including approval by a
majority of the outside directors), reflected
in the minutes, that:
(i) the corporation has received
financial advice from an investment
banking or financial advisory firm
qualified to render advice on the
matter;
(ii) such financial advisor has
reviewed with the board of directors the
available alternatives for raising such
funds;
(iii) based upon such advice and
the information available to the
directors, the proposed transaction
appears, in the business judgment of the
directors, to be the best available
alternative, from the standpoint of
shareholder interests;
b. For a transaction to raise $1
million or more, there shall be a written
opinion from the financial advisor that the
transaction is fair to the corporation and
its stockholders from a financial point of
view.
c. Sales of Voting Securities shall be
restricted as follows:
(i) no voting agreements,
irrevocable proxies or voting trusts
giving management, or its designees, the
right to vote or directing the voting of
the Voting Securities;
(ii) no preferred stock may be
issued having voting rights in excess of
one vote per share;
(iii) no sales of stock to
directors or their associates or
affiliates, other than pursuant to stock
option plans referred to below.
2. In the case of an issuance of Voting
Securities pursuant to a corporate acquisition or
business combination
a. there shall be no voting
agreements, irrevocable proxies or voting
trusts giving management, or its designeees,
the right to vote or direct the voting of the
Voting Securities, provided however, that
nothing in this Settlement Agreement shall
preclude voting agreements, issuance of
proxies or voting trusts which provide for
the voting of the subject beneficial
owner(s)' Voting Securities in proportion to
the vote of the other outstanding Voting
Securities of Titan;
b. no preferred stock may be issued
having voting rights in excess of one vote
per share.
3. In the case of an issuance of stock,
options, etc. to employees or officers:
a. such issuance shall be prohibited
except in accordance with past
practices, or pursuant to existing stock
option plans, the existing ESOP (in
accordance with past practices) and/or
any new plans approved by stockholders;
b. there shall be no extraordinary
issuance of shares to ESOP or other
employee trust without stockholder
approval.
(d) Early Termination. If on the first
anniversary of the Effective Date Titan has not taken at
least six of the Listed Restructuring Actions, the
Pryt/Feibusch Parties can elect to terminate this Settlement
Agreement by giving five (5) business day's notice of such
election to Titan.
6. Mutual Releases. For and in consideration of the
agreements contained herein, the Parties hereto release one
another as follows:
(a) Pryt/Feibusch Parties. Each of the
Pryt/Feibusch Parties, on behalf of itself and of all its
affiliates, successors and assigns ("related parties"),
hereby releases, acquits and forever discharges Titan,
together with its present and former affiliates, officers,
directors, employees, agents, advisors, attorneys,
successors and assigns, of and from any and all claims,
causes of action (whether at law or equity), demands,
expenses and damages which such Pryt/Feibusch Party or its
related parties may have had, or may now have, or may
hereafter have (whether through operation of law, assignment
or subrogation), from the beginning of time to the Effective
Date, real or suspected, known or unknown, actual or
contingent, direct or derivative, including but not limited
to any such claims, cause of action, demands, expenses and
damages relating to or arising out of the Action or any of
the matters claimed, asserted or alleged, or that could have
been claimed, asserted or alleged, in the Action, excepting
only any action, cause of action or suit arising by virtue
of the breach of this Settlement Agreement.
(b) Titan. Titan, on behalf of itself and all of
its affiliates, successors and assigns ("related parties"),
hereby releases, acquit and forever discharges the
Pryt/Feibusch Parties, together with their respective
present and former affiliates, officers, directors,
employees, agents, attorneys successors and assigns, of and
from any and all claims, causes of action (whether at law or
equity), demands, expenses and damages which Titan may have
had, or may now have, or may hereafter have (whether through
operation of law, assignment or subrogation), from the
beginning of time to the Effective Date, real or suspected,
known or unknown, actual or contingent, direct or
derivative, including but not limited to any such claims,
causes of action, demands, expenses and damages relating to
or arising out of the Action or any of the matters claimed,
asserted or alleged, or that could have been claimed,
asserted or alleged, in the Action, excepting only any
action, causes of action or suit arising by virtue of the
breach of this Settlement Agreement.
With respect to each of the releases set forth above, each
person or entity granting or receiving such a release (i)
agrees that such releases do not preclude any Party hereto
from seeking to enforce any undertaking or promise contained
in this Settlement Agreement or from seeking redress for the
breach of any representation or warranty contained in this
Settlement Agreement; (ii) agrees not to challenge, and
shall use its best efforts to cause each of its affiliates,
associates and representatives not to challenge, the
validity of any provisions of this Settlement Agreement; and
(iii) expressly waives all rights and benefits each may have
under and by virtue of the terms of Section 1542 of the
California Civil Code, which provides as follows:
A general release does not extend to
claims which the creditor does not know
or suspect to exist in his favor at the
time of executing the release, which if
known by him must have materially
affected his settlement with the debtor.
Except as may be otherwise required by law, the
Pryt/Feibusch Parties will not encourage or cooperate with
plaintiffs in any derivative, class action or shareholder
litigation related to Titan or its directors with respect to
any claim released hereunder. Except as may be otherwise
required by law, Titan will not encourage or cooperate with
plaintiffs in any pending or subsequently initiated
derivative, class action or shareholder litigation related
to Titan to which any of the Pryt/Feibusch Parties is a
party. In the event that any part of this Settlement
Agreement is temporarily, preliminarily or permanently
enjoined or restrained by a court of competent jurisdiction,
the Parties hereto shall use their reasonable best efforts
to cause any such injunction or restraining order to be
vacated or dissolved or otherwise declared or determined to
be of no further force or effect.
7. Dismissal. Promptly following the execution of
this Settlement Agreement, a stipulation of dismissal of the
Action with prejudice as to all parties to the Action, in
the form attached hereto as Exhibit B (the "Stipulation of
Dismissal"), shall be executed and filed with the United
States District Court for the Southern District of
California.
8. Miscellaneous.
(a) No Admission of Liability or Wrongdoing.
This Settlement Agreement and any proceedings taken
hereunder are not and shall not in any way be construed as
or deemed to be evidence of (i) any admission or concession
on the part of any Party of the merits or lack of merits of
any claim or counterclaim asserted in the Action, or (ii)
any admission or concession on the part of any Party of any
liability or wrongdoing whatsoever, which liability and
wrongdoing are hereby expressly denied and disclaimed by
each of the Parties.
(b) No Duress, Etc. The Parties agree that this
Settlement Agreement is entered into without duress, in good
faith and for sufficient consideration, and that it is fair,
just and reasonable to all Parties.
(c) Full Knowledge, Independent Advice, Etc.
This Settlement Agreement is entered into with full
knowledge of any and all rights which the Parties may have
by reason of the pending litigation. All Parties have
received or have had made available to them all financial
and other information they or their counsel considered
necessary to make an informed judgment concerning the
Settlement Agreement. Each Party has received independent
legal advice, has conducted such investigation as he or his
counsel thought appropriate, and has consulted with such
other independent advisors as each of them and their counsel
deemed appropriate, regarding the Action, this Settlement
Agreement and their rights and asserted rights in connection
therewith. None of the Parties is relying upon any
representations or statements made by any other Party, or
such other Party's employees, agents, representatives or
attorneys, regarding this Settlement Agreement or its
preparation except to the extent such representations are
expressly set forth herein.
(d) Reasonable Efforts. All Parties hereto agree
to exercise all reasonable efforts and to take all
reasonable steps necessary to effectuate the settlement set
forth in this Settlement Agreement.
(e) Successors. This Settlement Agreement shall
be binding upon and inure to the benefit of the Parties
hereto and their respective heirs, successors and assigns,
and upon any corporation or other entity into or with which
any Party hereto may merge, combine or consolidate (provided
that the Party is the survivor in such merger, combination
or consolidation).
(f) Governing Law. This Settlement Agreement
shall be governed by and construed and enforced in
accordance with the laws of the State of California, without
reference to the conflict of laws principles thereof.
(g) Amendment and Waiver. Any provision of
Section 4 of this Settlement Agreement, may be waived by an
instrument in writing signed by Titan and any such waiver
shall be binding on all Parties. No waiver or amendment of
any other provision hereof shall be effective as against any
Party unless such Party agrees to such amendment or waiver
in writing.
(h) Authority. Each person executing this
Settlement Agreement represents that he or it has read and
fully understands this Settlement Agreement and that he or
it has the authority to execute this Settlement Agreement in
his individual capacity or in the capacity identified on the
signature page below.
(i) Notices. All notices, requests, claims,
demands and other communications hereunder shall be in
writing and shall be given or made (and shall be deemed to
have been duly given or made upon receipt) by delivery in
person, by courier service, by telecopy or by registered or
certified mail (postage prepaid, return receipt requested)
to the respective parties at the addresses set forth on
Exhibit C (or at such other address for a party as shall be
specified in a notice given in accordance with this
paragraph). Each such notice, request, claim, demand or
other communication shall be effective (i) if given by
telecopy transmission, when such transmission to the
telecopy number specified in Exhibit C has been made and the
appropriate electronic confirmation that the entire
communication has been received by the recipient equipment
has been received by the sender or (ii) if given by any
other means, when actually received at the address specified
in this paragraph; provided, in each case, that a notice
given other than during normal business hours or on a day
other than on a business day at the place of receipt shall
not be effective until the opening of business on the next
business day at the place of receipt.
(j) Specific Performance. Each of the Parties
acknowledges and agrees that irreparable harm would occur if
any provision of this Settlement Agreement were not
performed in accordance with the terms thereof, or were
otherwise breached, and that such harm could not be remedied
by an award of money damages. Accordingly, the Parties
hereto agree that any non-breaching party shall be entitled
to an injunction to prevent breaches of this Settlement
Agreement and to enforce specifically the terms and
provisions hereof. More specifically, each of the Parties
hereto hereby agrees that any action or proceeding brought
under or to enforce any provision of this Settlement
Agreement shall be commenced in the United States District
Court for the Southern District of California and each Party
hereto hereby consents to the personal jurisdiction of and
venue in such United States District Court and agrees
further that service of process or notice in any such action
or proceeding shall be effective if given in the manner set
forth in Section 9(i) hereof.
(k) Counterparts. This Settlement Agreement may
be executed in one or more counterparts, each of which shall
be deemed an original but all of which together shall
constitute one and the same instrument.
(l) Effectiveness. This Settlement Agreement
shall become effective on the Effective Date.
(m) Severability. If this Agreement is held by
a court of competent jurisdiction to be invalid, void or
unenforceable as against Titan or any Pryt/Feibusch Party,
such holding shall in no way render the Agreement invalid,
void or unenforceable against Titan or Pryt/Feibusch,
respectively, and the Agreement shall continue in full force
and effect as to Titan and Pryt/Feibusch Parties,
respectively.
(n) Construction. This Settlement Agreement
shall be construed as a whole in accordance with its fair
meaning and in accordance with the laws of the State of
California. The language of the Settlement Agreement shall
not be construed for or against any particular Party. The
headings used herein are for reference only and shall not
affect the construction of this Settlement Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused
this Settlement Agreement to be executed as of the date
first above written.
The Titan Corporation
By: /s/ David A. Hahn
Name: David A. Hahn
Its: Senior Vice President
General Counsel and Secretary
Bob K. Pryt
/s/ Bob K. Pryt
Bob K. Pryt
BKP Capital Management, Inc.
By: /s/ Bob K. Pryt
Name: Bob K. Pryt
Its: President
BKP Partners, L.P.
By: /s/ Bob K. Pryt
Name: Bob K. Pryt
Its: General Partner
Robert J. Feibusch
/s/ Robert J. Feibusch
Robert J. Feibusch
Feibusch & Co., Inc.
By: /s/ Robert J. Feibusch
Name: Robert J. Feibusch
Its: President
Exhibit 2
Press Release
The Titan Corporation
Settles Lawsuit
San Diego (March 1, 1996) -- The Titan Corporation (NYSE-
TTN) announced that it has reached an agreement with Bob K.
Pryt; BKP Capital Management, Inc.; BKP Partners, L.P.;
Robert J. Feibusch and Feibusch & Co., Inc. (the
"Pryt/Feibusch parties") pursuant to which Titan has agreed
to dismiss pending litigation against the Pryt/Feibusch
parties. In light of Titan's restructuring plan announced
today, the Pryt/Feibusch parties have agreed, among other
things, to refrain from solicitation of proxies or consents
with respect to Titan securities. The agreement lasts until
Titan's 1998 annual stockholders' meeting, subject to
certain exceptions.
The Titan Corporation, headquartered in San Diego,
California, designs, manufactures and installs high
technology information and electronic systems and products
for commercial and government clients.
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Contact: Michelle Mueller, Vice President of Corporate
Communications (619) 552-9400/e-mail: [email protected]
or John P. Kehoe/Van Negris of Kehoe, White, Savage & Co.,
Inc. (212) 888-1616
Press releases and other Titan information are available on
The Titan Corporation web site: http://www.titan.com/
If you would like to receive press releases via electronic
mail, please contact the Corporate Communications Department
at [email protected].
