July 1, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Att: Filing Desk
Re: The Titan Corporation
Post-Effective Amendment No. 2
Registration Statement on Form S-3
File No. 33-4830
Gentlemen:
On behalf of The Titan Corporation, a Delaware Corporation
(the Company), pursuant to Rule 472 (a) of Regulation C promulgated
under the Securities Act of 1933, as amended (the Act), enclosed for
filing under the Act is the Companys Post-Effective Amendment No. 2 (the
Amendment) to its Registration Statement on Form S-3 (File No. 33-
4830). The total number of pages contained in the Amendment is set forth
on the first page. 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 July 2, 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,
/s/
David A. Hahn
Senior Vice President
General Counsel and
Secretary
cc: New York Stock Exchange w/enclosure
Registration No. 33-4830
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-3
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) 552-9491
(Telephone number of agent for service)
Registrant has registered on a Form S-3 Registration
Statement (File No. 33-4830) (the Registration Statement) 345,182
shares of Common Stock issued by Registrant in connection with its
acquisition of California Research and Technology, Inc. and Spectron
Development Laboratories, Inc. in May 1986. The shares of Common Stock
registered were to be offered by certain selling stockholders on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended. The Registration Statement was declared effective
by the Securities and Exchange Commission on May 19, 1986. Pursuant to
its agreement with the selling stockholders, Registrant is no longer
required to maintain the effectiveness of the Registration Statement.
Pursuant to the Registrants undertaking contained as Item
17(3) of Registration Statement No. 33-4830 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 28th
day of June, 1996.
THE TITAN CORPORATION
By: /s/
Gene W. Ray,
President
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 capabilities and on the date indicated:
Signatures Title Date
Director and Chairman
/s/ 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
* Director June
28, 1996
Joseph F. Caligiuri
* Director June
28, 1996
Daniel J. Fink
/s/ Director June
28, 1996
Robert E. La Blanc
/s/ Director June
28, 1996
Thomas G. Pownall
