April 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Att: Filing Desk
Re: The Titan Corporation
Post-Effective Amendment No. 1
Registration Statement on Form S-8
File No. 33-15892
Gentlemen:
On behalf of The Titan Corporation, a Delaware Corporation (the
"Company"), pursuant the Securities Act of 1933, as amended, enclosed for
filing under the Act is the Company's Post-Effective Amendment No. 1
(the Amendment) to its Registration Statement on Form S-8 (File No. 33-15892).
No exhibits are filed with the Amendment.
The Post-Effective Amendment is being filed to remove from
registration any securities which remain unsold at the termination of the
offering. The Company hereby requests that the amendment be declared
effective on April 12, 1996, or as soon thereafter as possible.
Comments or questions regarding the enclosed should be communicated
to the undersigned at (619) 552-9491.
Very truly yours,
David A. Hahn
Senior Vice President
General Counsel and Secretary
cc: New York Stock Exchange w/enclosures
Registration No. 33-15892
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
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 Incorporation) (IRS Employer I.D. No.)
David A. Hahn, Esq.
3033 Science Park Road
San Diego, California 92121
(Name and address of agent for service)
(619) 552-9500
(Telephone number of agent for service)
Registrant has registered on a Form S-8 Registration Statement,
File No. 33-15892 (the "Registration Statement") 53,052 shares of Common Stock
issued by Registrant in connection with its assumption in 1987 of the Pulse
Sciences, Inc. 1984 Stock Option Plan. All options assumed by Registrant have
expired. Accordingly, Registrant is no longer required to maintain the
effectiveness of the Registration Statement.
Pursuant to the Registrant's undertaking contained as Item 21 of
the Registration Statement to remove from registration any of the securities
registered which remain unsold at the termination of the offering, the
Registrant hereby removes from registration all shares of Common Stock of the
Registrant not sold during the offering which has now been terminated.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of San Diego, state of California, on this 11th day of April, 1996.
THE TITAN CORPORATION
By: /S/
Gene W. Ray
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the registration statement has been signed by the following
persons in the capacities and on the date indicated:
Signatures Title Date
Director and Chairman
/S/ of the Board April 11, 1996
J. Sidney Webb
Director, President and
/S/ Chief Executive Officer April 11, 1996
Gene W. Ray
Chief Financial
/S/ Officer April 11, 1996
Roger Hay
Corporate Controller,
Principal Accounting
/S/ Officer April 11, 1996
Jane E. Judd
/S/ Director April 11, 1996
Charles R. Allen
/S/ Director April 11, 1996
Joseph F. Caligiuri
/S/ Director April 11, 1996
Daniel J. Fink
/S/ Director April 11, 1996
Robert E. La Blanc
/S/ Director April 11, 1996
Thomas G. Pownall
* By: /S/
Gene W. Ray
Attorney-in-Fact
