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): February 26, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 27, 1998, Eagle Acquisition Sub, Inc., a Florida
corporation ("Titan Sub") and a wholly-owned subsidiary of The
Titan Corporation, a Delaware corporation ("Titan"), merged with
and into DBA Systems, Inc., a Florida corporation ("DBA"), pursuant
to an Agreement and Plan of Merger and Reorganization, dated
January 5, 1998, among Titan, Titan Sub and DBA (the "Merger
Agreement"). Upon consummation of the Merger, Titan Sub ceased to
exist, and DBA, the surviving corporation, became a wholly-owned
subsidiary of Titan.
Under the terms of the Merger Agreement, each share of DBA
common stock, $.10 par value ("DBA Common Stock"), outstanding
immediately prior to the closing of the Merger was converted into
approximately 1.366667 shares of Titan common stock, $.01 par value
("Titan Common Stock"). At the closing of the Merger, 6,110,764
shares of Titan Common Stock were issued to DBA shareholders, and
Titan assumed all outstanding DBA options which were converted into
options to acquire approximately 441,020 additional shares of Titan
Common Stock, representing approximately 28% of the total issued
and outstanding Titan Common Stock, and 27% of the total voting
power of Titan capital stock. Norman J. Wechsler, a former
shareholder of DBA owning 1,175,921 shares of DBA Common Stock and
holding 26.3% of the outstanding DBA Common Stock immediately prior
to the consummation of the Merger, received 1,607,092 shares of
Titan Common Stock plus cash in lieu of fractional shares in
exchange for his DBA Common Stock.
There will be no change in the current Titan Board of
Directors or Titan officers as a result of the Merger.
DBA is principally engaged in the defense mapping, charting
and geodesy and electronics business and has re-entered the medical
imaging and commercial imaging markets. DBA provides specialized
products and services in two major areas of concentration: imaging
systems and electro-optical systems. Titan and DBA intend to
continue to devote the assets of DBA to such purposes.
Filed as Exhibit 99.1 to this report is summarized financial
information of Titan as of February 28, 1998, which includes
combined results of operations of Titan and DBA for the two months
ended February 28, 1998.
Reference is made to the Titan/DBA Joint Proxy
Statement/Prospectus dated February 6, 1998 filed with the
Securities and Exchange Commission for additional information with
respect to the Merger.
Item 5. Other Events.
On February 26, 1998, Titan announced that it had entered into
a definitive agreement (the "Merger Agreement") with Horizons
Technology, Inc., a Delaware corporation ("Horizons"), and certain
stockholders of Horizons, whereby Horizons will become a 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 99.2 to this report.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
(1) The financial statements required to be filed with
respect to the acquisition described above in Item 2 (the
"Financial Statements") are not included with this Current
Report on Form 8-K. The Financial Statements will be
filed within sixty (60) days of the date that this Current
Report on Form 8-K is required to be filed.
(2) For Summarized Financial Information as of February
28, 1998, see Exhibit 99.1
(b) Pro Forma Financial Information
The pro forma financial information required to be filed
with respect to the acquisition described above in Item 2
(the "Pro Forma Financial Information") is not included
with this Current Report on Form 8-K. The Pro Forma
Financial Information will be filed within sixty (60) days
of the date that this Current Report on Form 8-K is
required to be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger and Reorganization
dated January 6, 1998, among the Titan Corporation,
Titan Acquisition Sub, Inc. and DBA Systems, Inc.
which was filed as Exhibit 2.1 to Titan's
Registration Statement on Form S-4 No. 333-45719, is
incorporated herein by reference.
99.1 Summarized Financial Information as of February 28,
1998.
99.2 News Release dated February 27, 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: March 9, 1998 By: /S/ Gene W. Ray
Gene W. Ray
Chief Executive Officer and President
INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger and Reorganization
dated January 6, 1998, among The Titan Corporation,
Titan Acquisition Sub, Inc. and DBA Systems, Inc.
which was filed as Exhibit 2.1 to Titan's
Registration Statement on Form S-4 No. 333-45719, is
incorporated herein by reference.
99.1 Summarized Financial Information as of February 28,
1998.
99.2 News Release dated February 27, 1998.
EXHIBIT 99.1
TITAN CORPORATION
SUMMARIZED FINANCIAL INFORMATION
(Unaudited)
February 28, 1998
Current Assets $ 116,779,000
Non Current Assets 52,959,000
-----------
Total Assets $ 169,738,000
===========
Current Liabilities $ 45,418,000
Non Current Liabilities 46,953,000
Series B Redeemable Preferred Stock 3,000,000
Stockholders' Equity 74,367,000
-----------
Total Liabilities & Stockholders' Equity $ 169,738,000
===========
Two Months Ended
February 28, 1998
Revenues $ 23,516,000
Gross Profit 5,304,000
Income from Continuing Operations 709,000
Net Income 709,000
EXHIBIT 99.2
TITAN
PRESS RELEASE
THE TITAN CORPORATION SIGNS DEFINITIVE
AGREEMENT TO ACQUIRE HORIZONS
TECHNOLOGY, INC. FOR APPROXIMATELY
$19 MILLION IN STOCK
San Diego (February 27, 1998) - The Titan Corporation (NYSE:TTN) announced
today that it has signed a definitive merger agreement with Horizons
Technology, Inc. Titan will acquire all of Horizons' outstanding shares for
approximately $19 million of Titan stock in a tax free exchange of common
stock.
Horizons will become a part of Titan Technologies and Information Systems
Corporation, a wholly owned subsidiary of The Titan Corporation.
The transaction is subject to approval by Horizons' shareholders, as well as
certain other conditions.
"The acquisition of Horizons will bring to Titan a highly successful
information technologies business with particular strength in the defense
command and control (C2) sector," stated Gene W. Ray, Titan President and
Chief Executive Officer. "We are truly excited about the opportunity to
benefit from Horizons' world class expertise and technical capabilities.
Horizons will significantly enhance our core defense information technology
capabilities as well as our expanding commercial software activities.
We expect the combination of the two companies to result in considerable
synergy that will contribute immediately to Titan's profitability and growth,
as well as to the execution of our longer term value creation strategy.
With the proposed acquisition of Horizons, Titan is taking an additional
significant step forward in the execution of its previously announced
strategy of creating shareholder value through strategic transactions.
As part of that strategy, we plan to spin out or spin off equity ownership
interests in our defense and commercial businesses."
Earl Pontius, President of Horizons, added, "Horizons' capabilities in
defense command and control are an excellent fit with Titan's strengths in
communications and intelligence. We are optimistic about the future with
Titan and look forward to the opportunities that lie ahead."
Horizons Technology, Inc., headquartered in San Diego, is a provider of
systems engineering and program management services, computer systems
integration and high-end software. Horizons has over 250 employees
nationwide and is generating revenues in excess of $30 million per year.
The company's services are primarily used by the U.S. Department of Defense.
In addition, Horizons has a commercial software services business and
provides geographical information systems and mapping information that can
be purchased via the Internet.
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 Horizons Technology, Inc. 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 Company's 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
