April 17, 1996
Via EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: The Titan Corporation
Schedule 13D for Wave Systems Corp.
Gentlemen and Ladies:
On behalf of The Titan Corporation (the "Company"),
enclosed for filing pursuant to the Securities Exchange Act of 1934
(the "Act"), as amended, is amendment number one to the Company's
Schedule 13D for Wave Systems Corp.
Pursuant to Rule 13d-2(c) under the Act, this first
electronic amendment to a paper format Schedule 13D restates the
entire text of the Schedule 13D.
An executed Copy of this Schedule 13D is also being
filed with the National Association of Securities Dealers, Inc., and
one copy is forwarded under separate cover to Wave Systems Corp.
Sincerely,
/s/ David A. Hahn
David A. Hahn
Senior Vice President
General Counsel and Secretary
cc: National Association of Securities Dealers
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Wave Systems Corp.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
94352610
(CUSIP Number)
David A. Hahn
Senior Vice President
General Counsel and Secretary
The Titan Corporation
3033 Science Park Road
SAN DIEGO, CA 92121
(619) 552-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 17, 1996
(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [_].
Check the following box if a fee is being paid with the statement [_]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP No. 94352610 Page 2 of
6 Pages
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 The Titan Corporation
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
SEC USE ONLY
3
SOURCE OF FUNDS*
4 W/C
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
5 [_]
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
NUMBER OF SOLE VOTING POWER
7 685,776
SHARES
SHARED VOTING POWER
BENEFICIALLY 8 0
OWNED BY SOLE DISPOSITIVE POWER
9 685,776
EACH
SHARED DISPOSITIVE POWER
PERSON 10 0
WITH
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 685,776
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
12 [_]
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 5.08
TYPE OF REPORTING PERSON*
14 CO
THIS FILING IS BEING MADE TO AMEND AND RESTATE IN FULL THE SCHEDULE
13D AND AMENDMENTS THERETO FILED BY THE TITAN CORPORATION WITH RESPECT
TO THE COMMON STOCK OF WAVE SYSTEMS CORP. IN ORDER TO COMPLY WITH THE
ELECTRONIC FILING REQUIREMENTS OF RULE 101(A)(2)(II) OF SUBPART
232.100 OF REGULATION S-T, WHICH ARE NOW APPLICABLE TO WAVE SYSTEMS
CORP.
Item 1. Security and Issuer.
Security: Class A Common Stock, $.01 Par Value (Class
A Common Stock)
Issuer: Wave Systems Corp. ("Wave Systems"), a
Delaware Corporation
Address: 599 Lexington Avenue, New York, NY 10022
Item 2. Identity and Background.
This Amended and Restated Schedule 13D is being filed by
The Titan Corporation ("Titan"), a Delaware corporation. The
principal business and offices of Titan are located at 3033 Science
Park Road, San Diego, CA 92121.
Titan's principal business is the design, manufacture,
and installation of high technology information and electronic
products and systems for commercial and government clients. Titan has
not during the last five (5) years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding or a judicial or
administrative body of competent jurisdiction which resulted in a
judgment, decree or a final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
Attached as Appendix A is a list of the current
Directors and Executive Officers of Titan.
Item 3. Source and Amount of Funds or Other Consideration.
On May 4, 1992, Titan acquired 674,976 shares of Class B
Common Stock, $.01 par value per share ("Class B Common Stock"), of
Wave Systems as consideration for granting Wave Systems a license
under a certain License and Cross-License Agreement. In addition, on
August 3, 1994, Titan loaned $100,000 from its working capital to Wave
Systems in exchange for a promissory note bearing interest at 15% per
annum together with warrants to purchase 10,000 shares of Class B
Common Stock at an exercise price of $6.00 per share. Wave Systems
also agreed to issue Titan warrants to purchase an additional 4,000
shares of Class B Common Stock for each 30-day period (on a pro rata
basis) during which the note remained unpaid, commencing 30 days after
the date of issuance of the note. The note was repaid in September
1994, and Titan was issued warrants to purchase an additional 800
shares of Class B Stock pursuant to the foregoing provision. Shares
of Class B Common Stock are convertible into shares of Class A Common
Stock on a one-for-one basis at the option of the holder.
Item 4. Purpose of Transaction.
The acquisition of shares of Class B Common Stock
described herein was made for investment purposes. Titan may dispose
of its shares of Class B Common Stock at such times as it may
determine.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, Titan beneficially owned 685,776
shares of Class A Common Stock by virtue of ownership of 674,976
shares of Class B Common Stock and warrants to purchase 10,800 shares
of Class B Common Stock. These shares represent approximately 5.08%
of the shares of Common Stock believed to be outstanding. Titan has
the sole power to vote, dispose and direct the disposition of the
foregoing shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: April 17, 1996 THE TITAN CORPORATION
By: /s/ David A.
Hahn
David A. Hahn
Senior Vice
President
General Counsel
and Secretar
Appendix A
Directors and Executive Officers of The Titan Corporation
The name, business address, and the present principal
occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is
conducted of each Director and Executive Officer of Titan are as
follows:
Directors:
J. S. Webb - Chairman of the Board of
Directors of Titan
Charles R Allen - Advisor, New Court Partners, a
venture capital unit of
Rothschild, Inc.
Joseph F. Caligiuri - Retired Executive Vice
President of Litton
Industries, Inc., diversified
manufacturing
Daniel J. Fink - President of D.J. Fink
Associates, Inc., management
consulting
Robert E. La Blanc - President of Robert E. La
Blanc Associates, Inc.,
financial and technical
consulting
Thomas G. Pownall - Retired Chairman and Chief
Executive Officer of Martin
Marietta Corporation
Dr. Gene W. Ray - President and Chief Executive
Officer of Titan
Executive Officers;
J. S. Webb Chairman of the Board of
Directors
Gene W. Ray President and Chief Executive
Officer
Louis L. Fowler Vice President
Ronald B. Gorda Senior Vice President
David A. Hahn Senior Vice President, General
Counsel and Secretary
Roger Hay Senior Vice President and
Chief Financial Officer
Cornelius L. Hensel Senior Vice President
Frederick L. Judge Senior Vice President
