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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): JUNE 30, 1998
THE TITAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
001-06035 95-2588754
(Commission File No.) (IRS Employer Identification No.)
3033 SCIENCE PARK
SAN DIEGO, CALIFORNIA 92121-1199
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (619) 552-9500
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 1998, Sunrise Acquisition Sub, Inc., a Delaware corporation
("Titan Sub") and a wholly-owned subsidiary of The Titan Corporation, a
Delaware corporation ("Titan"), merged with and into Horizons Technology,
Inc., a Delaware corporation ("Horizons"), pursuant to an Agreement and Plan
of Merger and Reorganization (the "Merger Agreement"), dated February 26,
1998, among Titan, Titan Sub, Horizons and certain stockholders of Horizons
(the "Merger"). Upon consummation of the Merger, Titan Sub ceased to exist,
and Horizons, the surviving corporation, became a wholly-owned subsidiary of
Titan. The Merger is intended to be a tax-free reorganization for federal
income tax purposes and is to be accounted for as a pooling of interests by
Titan.
At the closing of the Merger, under the terms of the Merger Agreement
each share of Horizons common stock, .01 par value ("Horizons Common Stock"),
outstanding immediately prior to the closing of the Merger was converted into
approximately .367507 shares of Titan common stock, .01 par value ("Titan
Common Stock"), and each share of Horizons Series A Preferred Stock
outstanding immediately prior to the closing of the Merger was converted into
approximately .8155 shares of Titan Common Stock. An aggregate 3,162,930
shares of Titan Common Stock were, therefore, issued to Horizons
stockholders, and Titan assumed all outstanding Horizons options and
warrants, which were converted into options and warrants to acquire
approximately 10,284 additional shares of Titan Common Stock, representing
approximately 10.9% of the total issued and outstanding Titan Common Stock,
and 10.8% of the total voting power of Titan capital stock.
There will be no change in the current Titan Board of Directors or Titan
officers as a result of the Merger.
Horizons is predominantly a provider of systems engineering and program
management services, computer systems integration and high-end software,
primarily for the United States Department of Defense. Horizons is also
involved in the commercial software business providing geographical
information systems and mapping information. Titan and Horizons intend to
continue to devote the assets of Horizons to such purposes.
Reference is made to the Titan Registration Statement on Form S-4 dated
June 10, 1998 filed with the Securities and Exchange Commission for
additional information with respect to the Merger.
2.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
(i) The following financial statements and audit report by Arthur Andersen
LLP are incorporated by reference to pages F-36 through F-52 of Registrant's
Registration Statement on Form S-4 (No. 333-47633), as amended (the
"Registration Statement"):
Report of Independent Public Accountants
Consolidated Balance Sheets as of January 31, 1998 and 1997
Consolidated Statements of Operations for the Years Ended January 31, 1998,
1997 and 1996
Consolidated Statements of Stockholders' Equity for the Years Ended
January 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows for the Years Ended January 31, 1998,
1997 and 1996
Notes to Consolidated Financial Statements
(ii) The Unaudited Interim Financial Statements of Horizons at April 30,
1998 and for the three month period ended April 30, 1998 and 1997 will be filed
by amendment.
(b) PRO FORMA FINANCIAL INFORMATION
(i) The following pro forma financial statements and notes thereto are
incorporated by reference to pages 51-58 of the Registration Statement:
Unaudited Pro Forma Combined Statements of Operations for the
Years Ended December 31, 1997, 1996 and 1995
Unaudited Pro Forma Combined Balance Sheets as of December 31,
1997
Notes to Unaudited Pro Forma Combined Financial Statements
(ii) The Unaudited Pro Forma Financial Information at March 31, 1998 will
be filed by amendment.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger and Reorganization dated February
26, 1998 among The Titan Corporation, Sunrise Acquisition Sub, Inc., Horizons
Technology, Inc. ("Horizons") and certain stockholders of Horizons .*
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
99.1 Press release, dated July 1, 1998.
* Incorporated by reference to Appendix A to the Registration Statement.
3.
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SIGNATURE
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
Dated: July 14, 1998 By: /s/ GENE W. RAY
-------------------------------------
Gene W. Ray
Chief Executive Officer and President
4.
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INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger and Reorganization dated February
26, 1998 among The Titan Corporation, Sunrise Acquisition Sub, Inc., Horizons
Technology, Inc. ("Horizons") and certain stockholders of Horizons .*
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
99.1 Press release, dated July 1, 1998.
* Incorporated by reference to Appendix A to the Registration Statement.
5.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K of our report dated March 9, 1998 on the
consolidated financial statements of Horizons Technology, Inc. and
subsidiaries, included in The Titan Corporation's Registration Statement on
Form S-4 (File No. 333-47633). It should be noted that we have not audited
any financial statements of Horizons Technology. Inc. subsequent to January
31, 1998 or performed any audit procedures subsequent to the date of our
report.
/s/ ARTHUR ANDERSEN LLP
----------------------------
Arthur Andersen LLP
San Diego, California
July 13, 1998
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EXHIBIT 99.1
[LOGO]
Press Release
THE TITAN CORPORATION COMPLETES
ACQUISITION OF HORIZONS TECHNOLOGY
SAN DIEGO, CA, JULY 1, 1998 - The Titan Corporation (NYSE:TTN) announced
today completion of the acquisition of Horizons Technology, Inc. Titan has
acquired all of the outstanding shares of Horizons stock for approximately
$19 million of Titan stock in a tax free exchange. Horizons is expected to
generate approximately $30 million in revenue in 1998, and has a current
backlog of approximately $60 million.
Gene W. Ray, Titan President and Chief Executive Officer stated, "The
addition of Horizons to the Titan Corporation will significantly enhance our
core defense information technology capabilities as well as our expanding
commercial software business. Our Titan Technologies and Information Systems
subsidiary now has annualized revenues of nearly $200 million and significant
enhanced capability which will allow us to pursue much larger procurements".
Horizons, headquartered in San Diego, CA, is a provider of systems
engineering and program management services, computer systems integration and
high-end software, primarily to the U.S Department of Defense. Horizons also
has a commercial software business that provides geographical information
systems and mapping information that can be purchased over the Internet.
________________________________________________________________________________
3033 Science Park Road - San Diego, California 92121
(619) 552-9500
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[LOGO]
The company was founded in 1977 in San Diego, principally under the
guidance of Dr. James Palmer, the firm's CEO. Other major Horizons
facilities are located in Boston, MA and Melbourne, FL. Horizons has more
than 250 employees.
Earl Pontius, Horizons President stated, "Our skills certainly mesh well
with those of Titan and we are confident being part of The Titan Corporation
will enable us expand our business opportunities in the coming months."
The Titan Corporation, headquartered in San Diego, California, provides
state-of-the-art information technology and electronic systems and services
for commercial and government clients.
"Safe Harbor" Statement under the Private Securities Litigation Reform act of
1995: The statements contained in this release which are not historical facts
are forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in or
implied by forward-looking statements. These risks and uncertainties include
the Company's entry into new commercial businesses, dependence on continued
funding of U.S. Department of Defense programs, government contract procurement
and termination risks, and other risks described in the Company's Securities and
Exchange Commission filings.
CONTACT: SHARON DONAHOO, INVESTOR RELATIONS (619) 552-9400/[email protected]
PRESS RELEASES AND OTHER TITAN INFORMATION ARE AVAILABLE ON THE TITAN
CORPORATION'S
World Wide Web site: HTTP://WWW.TITAN.COM/
IF YOU WOULD LIKE TO RECEIVE PRESS RELEASES VIA ELECTRONIC MAIL, PLEASE CONTACT
THE CORPORATE COMMUNICATIONS DEPARTMENT AT [email protected].
________________________________________________________________________________
3033 Science Park Road - San Diego, California 92121
(619) 552-9500
