April 25, 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 April 19, 1996.
An executed copy of this report is being filed with the New
York Stock Exchange.
Sincerely,
/s/ David A. Hahn
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 (Date of earliest event reported): April 19, 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 April 19, 1996, The Titan Corporation ("Titan") entered
into definitive agreements to acquire three privately-held affiliated
businesses--Eldyne, Inc., a California corporation ("Eldyne"), Unidyne
Corporation, a Virginia corporation ("Unidyne") and Diversified Control
Systems, LLC, a Nevada limited liability company ("DCS"). Eldyne,
Unidyne and DCS are information technology businesses that provide the
Department of Defense and other government customers with systems
research, development and prototyping, fleet integration, insertion of
technology into existing systems, control systems and life cycle support.
Eldyne, Unidyne and DCS are controlled by Mr. Jack D. Witt.
The Eldyne transaction is structured as a merger of Eldyne
with ELD Acquisition Sub, Inc., a California corporation and wholly-owned
subsidiary of Titan, with Eldyne being the surviving corporation. The
Unidyne transaction is structured as a merger of Unidyne with UNI
Acquisition Sub, Inc., a Virginia corporation and wholly-owned subsidiary
of Titan, with Unidyne being the surviving corporation. The DCS
transaction is structured as an asset purchase by DCS Acquisition Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of Titan, of all
of the assets of DCS in exchange for cash and Titan's assuming specified
liabilities of DCS. The overall transaction consideration consists of a
combination of Titan common stock, preferred stock, cash, a promissory
note, assumption of indebtedness and other consideration valued at
approximately $23.6 million. The transaction will be accounted for as a
purchase.
In addition, in connection with the transactions, Titan
would enter into settlement agreements with certain individuals,
including Witt, who would receive additional shares of Titan Common Stock
in satisfaction of existing Eldyne and Unidyne obligations or obligations
which would arise as a result of the Eldyne and Unidyne transactions.
Also in connection with the transactions, Titan and Witt would also enter
into a Retainer Agreement, pursuant to which Witt would be retained as a
consultant of Titan for six years following the closing.
Under both the Eldyne and the Unidyne agreements, Titan and
Witt would enter into a stockholder's agreement pursuant to which Witt
would agree for a period of two years to cause all shares of Titan Common
Stock and Titan Preferred Stock which Witt has the right to vote to be
voted in proportion to the vote of the other outstanding voting
securities of the Company in respect of each proposal submitted for a
stockholder vote. In addition, the shares to be received by Witt are
subject to certain transfer restrictions. Also, under a registration
rights agreement, all shares of Titan Common Stock issuable in the
transactions and issuable upon conversion of the Titan Preferred Stock
will be registered under the Securities Act of 1933, as amended,
following the closing.
In the aggregate, the Titan Common Stock and Preferred Stock
received by Witt pursuant to the transactions will represent
approximately 10.2% of the outstanding voting stock of Titan following
the transactions, and the aggregate Titan Common Stock and Preferred
Stock received by all persons (including Witt) pursuant to the
transactions will represent approximately 14.5% of the outstanding voting
stock of Titan following the transactions.
In addition, 208,333 shares of Titan Common Stock to be
issued to Witt would be placed into an escrow account for a period of up
to twenty-four months (subject to extension in certain circumstances) to
provide indemnification to Titan for breaches of the agreements and
certain other defined matters. Also, Titan has deposited $500,000 in
cash into an escrow account, which will be paid to Eldyne, Unidyne, DCS
and Witt as liquidated damages in the event the agreements are
terminated, or the transactions are not consummated as a result of a
material breach by Titan of its obligations under the agreements, or
Titan's inability to obtain the consent of its lender to the
transactions.
The transactions are subject to satisfaction of various
closing conditions, including the expiration of applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, the approval by the Unidyne shareholders of the Unidyne
Agreement and the concurrent closings of all three transactions. The
transactions are expected to be consummated in late May 1996. There can
be no assurance, however, that the transactions will be consummated.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE TITAN CORPORATION
(Registrant)
DATE: April 25, 1996 By: /s/ David A. Hahn
David A. Hahn
Senior Vice President
General Counsel and
Secretary
