<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
THE TITAN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-2588748
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3033 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121-1199
(619) 552-9500
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
_______________
IRA FRAZER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE TITAN CORPORATION
3033 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121-1199
(619) 552-9500
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
_______________
COPIES TO:
BARBARA L. BORDEN, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CA 92121
_______________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ (333-66149)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(1) PRICE(1) FEE
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 4,505 shares $5.66 $25,498.30 $7.09
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
computing the amount of the registration fee based on the average of the
high and low prices of the Registrant's Common Stock as reported on the
New York Stock Exchange on December 8, 1998.
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3
(FILE NO. 333-66149)
The Titan Corporation incorporates by reference into this Registration
Statement on Form S-3 in its entirety the Registration Statement on Form S-3
(File No. 333-66149) declared effective on November 16, 1998 by the Securities
and Exchange Commission including each of the documents filed by Titan with the
Commission and incorporated or deemed to be incorporated by reference therein.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $7.09 for the additional securities
being registered hereby as soon as practicable (but in any event no later than
the close of business on December 10, 1998); that it will not revoke such
instructions; that it has sufficient funds in the relevant account to cover the
amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on December 10, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 December 9, 1998.
THE TITAN CORPORATION
By: /s/ Eric M. DeMarco
---------------------------------
Eric M. DeMarco
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board of Directors December 9, 1998
- --------------------------
J.S. Webb
* President and Chief Executive Officer December 9, 1998
- --------------------------- (Principal Executive Officer) and
Gene W. Ray Director
* Executive Vice President and Chief December 9, 1998
--------------------------- Financial Officer (Principal Financial
Eric M. DeMarco Officer (Principal Financial and
Accounting Officer)
* Director December 9, 1998
- ------------------------------
Joseph F. Caligiuri
- ------------------------------- Director December 9, 1998
* Daniel J. Fink
* Director December 9, 1998
------------------------------
Robert E. La Blanc
* Director December 9, 1998
------------------------------
Thomas G. Pownall
By: /s/ Ira Frazer December 9, 1998
----------------
Ira Frazer
Attorney-In-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
<PAGE>
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
December 9, 1998
The Titan Corporation
3033 Science Park Road
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by The Titan Corporation (the "Company") of a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") covering the offering of an additional
4,505 shares (the "Shares") of the Company's Common Stock to be sold by
certain stockholders, as described in the initial Registration Statement (No.
333-66149) which was declared effective on November 16, 1998 (the "Initial
Registration Statement").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Initial Registration Statement and related
Prospectus, the Company's Restated Certificate of Incorporation and Bylaws,
as amended, and such other documents, records, certificates, memoranda and
other instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, are validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ Barbara L. Borden
- ---------------------
Barbara L. Borden
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report, with respect to the
consolidated financial statements of The Titan Corporation, dated June 10,
1998 (except with respect to the matters discussed in Note 16, as to which
the date is June 30, 1998) included in The Titan Corporation's Form S-4
Registration Statement dated September 24, 1998 (File No. 333-60122) and to
all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
San Diego, California
December 9, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report, with respect to the
consolidated financial statements of Horizons Technology, Inc., dated March
9, 1998 included in The Titan Corporation's Form S-4 Registration Statement
dated June 10, 1998 (File No. 333-47633) and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
San Diego, California
December 9, 1998
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this 462(b) Registration
Statement of the Titan Corporation incorporating the Registration Statement
on Form S-3 (No. 333-66149) of our report on DBA Systems, Inc. as of June
30, 1997 and 1996 and for each of the years in the three year period ended
June 30, 1997, dated August 20, 1997, appearing in the Registration Statement
on Form S-4 (No. 333-45719) of The Titan Corporation.
DELOITTE & TOUCHE LLP
Orlando, Florida
December 3, 1998
