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UNITED STATES
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) October 23, 1998
THE TITAN CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 001-060305 95-2588754
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3033 Science Park Road, San Diego, CA 92121-1199
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 552-9500
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 2. Acquisition Or Disposition Of Assets
On October 23, 1998, The Titan Corporation ("Titan") completed a merger
pursuant to which Delfin Systems, a California corporation ("Delfin") became
a wholly owned subsidiary of Titan. Delfin is involved in providing
software, computer systems, network integration, technical consulting
services and signals intelligence electronic hardware. In the merger, each
share of Delfin was converted into .5021 shares of Titan Common Stock. A
total of 3,627,760 shares of Titan Common Stock are issuable to the
shareholders of Delfin. The exchange ratio was based on (i) the negotiated
value of Delfin, as adjusted by the amount outstanding under a line of
credit, (ii) the number of Delfin shares outstanding, and (iii) the recent
market price of Titan Common Stock. Titan intends to continue Delfin's
operations as part of Titan's Information Technologies business segment.
ITEM 7. Financial Statements And Exhibits
(c) Exhibits.
Exhibit Description
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Exhibit 2.1 Agreement and Plan of Reorganization dated as of June 30,
1998 by and among The Titan Corporation, Delsys Merger
Corp., and Delfin Systems. Schedules and similar
attachments to this Exhibit have not been filed; upon
request, Titan will furnish supplementally to the Commission
a copy of any omitted schedule.
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.
Date: November 9, 1998 THE TITAN CORPORATION
By: /s/ Eric M. DeMarco
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Eric M. DeMarco
Senior Vice President and Chief
Financial Officer
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INDEX OF EXHIBITS
Exhibit Description
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Exhibit 2.1 Agreement and Plan of Reorganization dated as of June 30,
1998 by and among the Titan Corporation, Delsys Merger
Corp., and Delfin Systems. Schedules and similar
attachments to this Exhibit have not been filed; upon
request, Titan will furnish supplementally to the
Commission a copy of any omitted schedule. Incorporated by
reference from Exhibit 2.1 to the Registration Statement on
Form S-4 (Reg. No. 333-60127)
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