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): January 7, 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 Road
San Diego, California 92121-1199
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (619) 552-9500
Item 5. Other Events.
On January 6, 1998, The Titian Corporation ("Titan") announced
that it had entered into a definitive agreement (the "Merger
Agreement") with DBA Systems, Inc., a Florida corporation ("DBA"),
whereby DBA will become a wholly-owned subsidiary of Titan Defense
Systems Corporation, a Delaware corporation and wholly-owned
subsidiary of Titan, in a stock-for-stock merger. Titan hereby
incorporates by reference the contents of the news release
announcing the signing of the Merger Agreement filed as
Exhibit 99.1 to this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 News Release dated January 6, 1998.
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: January __, 1998 By:
Gene W. Ray
Chief Executive Officer and President
INDEX TO EXHIBITS
99.1 News Release dated January 6, 1998.
Press Release
THE TITAN CORPORATION AND DBA SYSTEMS, INC. SIGN
DEFINITIVE AGREEMENT FOR TITAN TO ACQUIRE DBA
San Diego (January 6, 1998) -- The Titan Corporation (NYSE:TTN)
and DBA Systems, Inc. (NASDAQ:DBAS) jointly announced today that
they have signed a definitive merger agreement under which Titan
will acquire all of DBA's 4,422,000 outstanding shares in a tax
free exchange of common stock, with a fixed exchange ratio of 1.37
shares of Titan common stock for each DBA share.
DBA Systems will become a part of Titan Information
Technologies Corporation, a newly formed, wholly owned subsidiary
of The Titan Corporation. The combined annual revenues for this
subsidiary will be approximately $140 million.
The transaction is subject to approval by the shareholders of
both companies, as well as certain other conditions.
Commenting on the acquisition, Gene W. Ray, Titan President
and Chief Executive Officer stated, "The acquisition of DBA Systems
brings to Titan a strong, growing core defense intelligence
business that enhances our defense information technology
capabilities, as well as promising commercial businesses. Certain
of these commercial businesses were recently awarded significant
orders, including a $10 million order for Asset Monitors. The
addition of these strategic assets will help accelerate the
achievement of Titan's strategic objectives in both our defense and
commercial businesses. In addition, the acquisition brings to Titan
additional outstanding management capabilities."
Ray noted that Titan expects the acquisition to be accretive
to earnings both prior to and following the realization of cost
savings associated with the merger of DBA with Titan's defense
information technologies business. "In addition," stated Ray,
"consistent with our previously announced strategy of creating
shareholder value through strategic transactions, we plan to
continue our policy of spinning out or spinning off equity
ownership interests in our defense and commercial businesses."
Added John Slack, President and Chief Executive Officer of
DBA, "There is considerable operational synergism between our
companies, and all of us at DBA look forward to the opportunity to
combine the best of both of our businesses. For example, where
Titan is especially strong in the areas of command, control and
communications, DBA is strong in the intelligence arena. In
addition, through our combination with Titan, we believe the
profitable growth of our commercial businesses will be
accelerated."
DBA Systems, based in Melbourne, Florida, is a developer and
manufacturer of digital imaging products, electro-optical systems
and threat simulation/training systems. The company's products and
systems are primarily used by the defense and intelligence
communities, but the company is also marketing its products to
commercial markets including law enforcement, medical,
transportation and geographic information system users. For the
fiscal year ended June 30, 1997, DBA Systems reported an increase
of 25% in revenues to $25,508,000, compared to $20,470,000 in the
prior year. Net income for the year totaled $1,785,000, an increase
of 54% over the previous year.
The Titan Corporation, headquartered in San Diego, designs,
manufactures and installs high technology information and
electronic systems and products for commercial and government
clients.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: This press release contains forward-looking
statements. These forward-looking statements include statements
about expectations relating to the potential acquisition of DBA by
Titan, and the resulting benefits such as improved product
development and sales, improved shareholder value, and accelerated
growth. Actual results may differ materially due to factors
including, but not limited to, integration of the companies'
operations and the companies' dependence on government contracts.
These and other risks are described in more detail in the
companies' filings made from time to time with the Securities and
Exchange Commission, which may be accessed on the World Wide Web at
http://www.sec.gov.
Contact: Scott Rieger, Investor Relations (619) 552-9400
/ [email protected]
Press releases and other Titan information are available on The
Titan Corporation 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, CA 92121
TEL (619) 552-9500 - FAX (619) 552-9645
