As filed with the Securities and Exchange Commission on July 9, 1997
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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 other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3033 Science Park Road
San Diego, California 92121
(Address of Principal Executive Offices and Zip Code)
THE TITAN CORPORATION
STOCK OPTION PLAN OF 1997
(Full title of plan)
PHILIP J. ENGLUND, ESQ.
The Titan Corporation
3033 Science Park Road
San Diego, California 92121
(Name and address of agent for service)
(619) 552-9500
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price Fee
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 1,000,000 $4.34 $4,340,000 $1,496.55
- --------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c), based upon the average of the high and low
sales prices of Common Stock on the New York Stock Exchange on July 1,
1997.
</TABLE>
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) The Description of the Company's Common Stock included in the
Company's Registration Statement on Form 8-B under the Securities Exchange
Act of 1934, file no. 0-2641.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date this
Registration Statement is filed with the Securities and Exchange Commission
and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and to be a part of it from the respective
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Philip J. Englund, Senior Vice President, General Counsel and Secretary of
the Company, who has rendered a legal opinion with respect to the shares to
be registered pursuant to this registration statement, is eligible to
participate in the Plan.
Item 6. Indemnification of Directors and Officers
The Company's By laws provide for indemnification (to the full extent
permitted by law) of directors, officers, and other agents of the Company
against expenses, judgments, fines and amounts paid in settlements actually
and reasonably incurred in connection with any proceeding arising by reason
of the fact that such person is, or was, an officer, director, or agent of
the Company. The Company also maintains directors and officers liability
insurance coverage and has entered into indemnification agreements with its
directors and officers. Section 145 of the Delaware General Corporation
Law provides generally that a corporation shall have the power, and in some
cases is required, to indemnify an agent, including an officer or director,
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or
was a director, officer, employee or agent of the corporation, against
certain expenses, judgments, fines, settlements, and other amounts under
certain circumstances.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits, attached hereto.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
to information required to be included in a post-effective amendment by
those paragraphs which are contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California,
on June 30, 1997.
THE TITAN CORPORATION
By:_________/s/___________
Gene W. Ray, President
POWER OF ATTORNEY
Each person whose signature appears below authorizes Gene W. Ray and Philip
J. Englund, and either of them, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact, for him in any and
all capacities, to sign any amendments (including post-effective
amendments) to this Registration Statement and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Director and
_____/s/______ Chairman of the Board June 30, 1997
J. Sidney Webb
Director, President and
____ /s/____ Chief Executive Officer June 30, 1997
Gene W. Ray
Senior Vice President and
_____/s/_______ Chief Financial Officer June 30, 1997
Eric M. DeMarco
______/s/__________ Corporate Controller June 30, 1997
Deanna H. Petersen
_____/s/__________ Director June 30, 1997
Charles R. Allen
_____/s/__________ Director June 30, 1997
Joseph F. Caligiuri
_____/s/__________ Director June 30, 1997
Daniel J. Fink
_____/s/__________ Director June 30, 1997
Robert E. La Blanc
_____/s/__________ Director June 30, 1997
Thomas G. Pownall
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
4 The Titan Corporation Stock Option Plan of 1997 8
23 Opinion and consent of Philip J. Englund. 13
23 Consent of Arthur Andersen LLP. 14
24 Power of Attorney (page 5 of the Registration Statement) -
<PAGE>
THE TITAN CORPORATION
STOCK OPTION PLAN OF 1997
1. Purpose of the Plan. Under this Stock Option Plan (the "Plan") of
The Titan Corporation (the "Company") options may be granted to eligible
employees to purchase shares of the Company's capital stock. The Plan is
designed to enable the Company and its subsidiaries to attract, retain and
motivate their employees by providing for or increasing the proprietary
interests of such employees in the Company. The Plan provides for options
that qualify as incentive stock options ("Incentive Options") under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), as well
as options that do not so qualify.
2. Stock Subject to Plan. The maximum number of shares of stock for
which options granted hereunder may be exercised shall be 1,000,000 shares
of the Common Stock, $.01 par value, of the Company, subject to the
adjustments provided for in Sections 7 and 12. The maximum number of
shares for which options may be granted to any one eligible employee under
this plan during any one calendar year is 200,000 shares. Shares of stock
subject to the unexercised portions of any options granted under this Plan
that expire or terminate or are canceled may again be subject to options
under the Plan. However, if stock appreciation rights are granted with
respect to any options under this Plan, the total number of shares of stock
for which further options may be granted under this Plan shall be
irrevocably reduced not only when there is an exercise of an option granted
under this Plan, but also when such option is surrendered upon an exercise
of a stock appreciation right granted under this Plan, in either case by
the number of shares covered by the portion of such option which is
exercised or surrendered.
3. Eligible employees. The employees eligible to be considered for
the grant of options hereunder are any persons regularly employed by the
Company or a subsidiary of the Company on a salaried basis.
4. Incentive Stock Option Limitations. To the extent that the
aggregate fair market value of stock with respect to which Incentive
Options (within the meaning of Section 422 of the Code, but without regard
to Section 422(d) of the Code) are exercisable for the first time by an
optionee during any calendar year (under the Plan and all other incentive
stock option plans of the Company, any subsidiary and any parent
corporation) exceeds $100,000, such options shall be taxed as non-qualified
options. The rule set forth in the preceding sentence shall be applied by
taking options into account in the order in which they were granted. For
purposes of this Section 4, the fair market value of stock shall be
determined as of the time the option with respect to such stock is granted.
5. Minimum Exercise Price. The exercise price for each option granted
hereunder shall be not less than 90% of the fair market value of the stock
at the date of the grant of the option.
6. Nontransferability. Any Incentive Option granted under this Plan
shall by its terms be nontransferable by the optionee other than by will or
the laws of descent and distribution and is exercisable during the
optionee's lifetime only by him or by his guardian or legal representative.
A non-qualified option shall be transferable by the optionee only upon such
terms and conditions as set forth in the option agreement for such option,
as the Board or the Committee shall determine in its discretion.
7. Adjustments. If the outstanding shares of stock of the class then
subject to this Plan are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities, as a
result of one or more reorganizations, recapitalizations, stock splits,
reverse stock splits, stock dividends or the like, appropriate adjustments
shall be made in the number and/or kind of shares or securities for which
options may thereafter be granted under this Plan and for which options
then outstanding under this Plan may thereafter be exercised. Any such
adjustment in outstanding options shall be made without changing the
aggregate exercise price applicable to the unexercised portions of such
options.
8. Maximum Option Term. No option granted under this Plan may be
exercised in whole or in part more than ten years after its date of grant.
9. Plan Duration. The effective date of this Plan shall be February
27, 1997. Options may not be granted under this Plan more than ten years
after the date of the adoption of this Plan, or of stockholder approval
thereof, whichever is earlier.
10. Payment. Payment for stock purchased under any exercise of an
option granted under this Plan shall be made in full in cash concurrently
with such exercise, except that, if and to the extent the instrument
evidencing the option so provides and if the Company is not then prohibited
from purchasing or acquiring shares of such stock, such payment may be made
in whole or in part with shares of the same class of stock as that then
subject to the option, delivered in lieu of cash concurrently with such
exercise, the shares so delivered to be valued on the basis of the fair
market value of the stock (determined in a manner specified in the
instrument evidencing the option) on the day preceding the date of
exercise.
11. Administration. The Plan shall be administered by the Company's
Board of Directors (the "Board") or a committee (the "Committee") meeting
the requirements of SEC Rule 16b-3 with respect to grants to executive
officers.
The interpretation and construction by the Board or the Committee of
any term or provision of the Plan or of any option granted under it shall
be final. The Board or the Committee may from time to time adopt rules and
regulations for carrying out this Plan and subject to the provisions of
this Plan, may prescribe the form or forms of the instruments evidencing
any option granted under this Plan.
Subject to the provisions of this Plan, the Board or the Committee
shall have full and final authority in its discretion to select the
employees to be granted options, to grant such options and to determine the
number of shares to be subject thereto, the exercise prices, the terms of
exercise, expiration dates and other pertinent provisions thereof.
12. Corporate Reorganizations. Upon the dissolution or liquidation of
the Company, or upon a reorganization, merger or consolidation of the
Company as a result of which the outstanding securities of the class then
subject to options hereunder are changed into or exchanged for cash or
property or securities not of the Company's issue, or upon a sale of
substantially all the property of the Company to another corporation or
person, the Plan shall terminate, and all options theretofore granted
hereunder shall terminate, unless provision be made in writing in
connection with such transaction for the continuance of the Plan and/or for
the assumption of options theretofore granted, or the substitution for such
options with options covering the stock of a successor employer
corporation, or a parent or a subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and prices, in which event
the Plan and options theretofore granted shall continue in the manner and
under the terms so provided. If the Plan and unexercised options shall
terminate pursuant to the foregoing sentence, all persons entitled to
exercise any unexercised portions of options then outstanding shall have
the right, at such time prior to the consummation of the transaction
causing such termination as the Company shall designate, to exercise the
unexercised portions of their options, including the portions thereof which
would, but for this section entitled "Corporate Reorganizations," not yet
be exercisable.
13. Change in Control. Notwithstanding any other provisions of this
Plan, upon any Change in Control (as defined hereinbelow) all then
outstanding options and Stock Appreciation Rights (as defined hereinbelow)
will become fully vested and exercisable and all restrictions against sale
or transfer or hypothecation of restricted shares shall lapse and expire.
The term "Change in Control" shall mean (a) any "person" (as such term is
used in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of
1934) becomes the beneficial owner (as such term is used in Section
13(d)(1) of the Securities Exchange Act of 1934), directly or indirectly,
of securities of the Company representing at least 25% of the combined
voting power of the then outstanding securities of the Company in a
transaction that was not approved by the Board prior to its occurrence: or
(b) during any period of twenty-four (24) consecutive months, individuals
who at the beginning of such period constituted the Board cease for any
reason to constitute at least a majority thereof, unless the election, or
the nomination for election, of each new director was approved by a vote of
at least two-thirds of the directors then still in office who were
directors at the beginning of the period.
14. Stock Appreciation Rights. If the instrument evidencing the
option so provides, an option granted under this Plan (herein sometimes
referred to as the "corresponding option") may include the right (a "Stock
Appreciation Right") to receive an amount equal to some or all of the
excess of the fair market value (determined in a manner specified in the
instrument evidencing the corresponding option) of the shares subject to
unexercised portions of the corresponding option over the aggregate
exercise price for such shares under the corresponding option as of the
date the Stock Appreciation Right is exercised. The amount payable upon
exercise of a Stock Appreciation Right may be paid in cash or in shares of
the class then subject to the corresponding option (valued on the basis of
their fair market value, determined as specified with respect to the
measurement of the amount payable as aforesaid), or in a combination of
cash and such shares so valued. No Stock Appreciation Right may be
exercised in whole or in part (a) other than in connection with the
contemporaneous surrender without exercise of such corresponding option, or
the portion thereof that corresponds to the portion of the Stock
Appreciation Right being exercised, or (b) except to the extent that the
corresponding option or such portion thereof is exercisable on the date of
exercise of the Stock Appreciation Right by the person exercising the Stock
Appreciation Right, or (c) unless the class of stock then subject to the
corresponding option is then "publicly traded." For this purpose, a class
of stock is "publicly traded" if it is listed or admitted to unlisted
trading privileges on a national securities exchange or if bid and offer
quotations therefor are reported on the automated quotation system
("NASDAQ") operated by the National Association of Securities Dealers, Inc.
or on any then operative successor to the NASDAQ system.
15. Restricted Stock. If the instrument evidencing the option so
provides, shares of stock issued on exercise of an option granted under
this Plan may upon issuance be subject to the following restrictions (and,
as used herein, "restricted stock" means shares issued on exercise of
options granted under this Plan that are still subject to restrictions
imposed under this Section 15 that have not yet expired or terminated):
(a) shares of restricted stock may not be sold or otherwise
transferred or hypothecated;
(b) if the employment of the holder of shares of restricted stock
with the Company or a subsidiary is terminated for any reason other than
his death, normal or early retirement in accordance with his employer's
established retirement policies or practices, or total disability, the
Company (or any subsidiary designated by it) shall have the option for
sixty (60) days after such termination of employment to purchase for cash
all or any part of his restricted stock at the lesser of (i) the price paid
therefor by the holder, or (ii) the fair market value of the restricted
stock on the date of such termination of employment (determined in a manner
specified in the instrument evidencing the option); and
(c) as to the shares of stock affected thereby, any additional
restrictions that may be imposed on particular shares of restricted stock
as specified in the instrument evidencing the option.
The restrictions imposed under this Section 15 shall apply as well to
all shares or other securities issued in respect of restricted stock in
connection with any stock split, reverse stock split, stock dividend,
recapitalization, reclassification, spin-off, split-off, merger,
consolidation or reorganization, but such restrictions shall expire or
terminate at such time or times as shall be specified therefor in the
instrument evidencing the option that provides for the restrictions.
16. Amendment and Termination. The Board may alter, amend,
suspend or terminate this Plan, provided that no such action shall deprive
an optionee, without his consent, of any option granted to the optionee
pursuant to this Plan or of any of his rights under such option. Except as
herein provided, no such action of the Board, unless taken with the
approval of the stockholders of the Company, may:
(a) increase the maximum number of shares for which options
granted under this Plan may be exercised;
(b) reduce the minimum permissible exercise price;
(c) extend the ten-year duration of this Plan set forth herein; or
(d) alter the class of employees eligible to receive options under
the Plan.
<PAGE>
June 30, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Gentlemen:
I have examined the Registration Statement, together with exhibits thereto,
to be filed with you relating to the registration of common stock, $0.01
par value per share (the "Common Stock"), issuable in connection with The
Titan Corporation Stock Option Plan of 1997 (the "Plan"). I am familiar
with the proceedings taken and to be taken by The Titan Corporation, a
Delaware corporation (the "Company"), in connection with the issuance of
shares of Common Stock under the Plan and the authorization of such
issuance thereunder, and have examined such documents and such questions of
law and fact as I have deemed necessary in order to express the opinion
hereinafter stated.
Based on the foregoing, it is my opinion that the shares of Common Stock of
the Company to be issued pursuant to the Plan have been duly authorized,
and that such Common Stock, when issued in accordance with the terms of the
Plan, will be legally and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement.
Very truly yours,
/s/
Philip J. Englund, Esq.
Senior Vice President
General Counsel and Secretary
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February
20, 1997 incorporated by reference in The Titan Corporation's Form 10-K for
the year ended December 31, 1996 and to all references to our firm included
in this registration statement.
/s/
ARTHUR ANDERSEN LLP
San Diego, California
July 3, 1997
