<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE TITAN CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
THE TITAN CORPORATION
3033 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121
(619) 552-9500
September 8, 1998
Dear Stockholder:
This letter accompanies the Proxy Statement for a Special Meeting of
Stockholders to be held on October 21, 1998, at the offices of the Company at
3033 Science Park Road, San Diego, California 92121, at 9:00 a.m. We hope
that it will be possible for you to attend in person.
At the meeting, the stockholders will be asked to vote on an amendment
to the Company's Restated Certificate of Incorporation increasing the number
of authorized shares of Common Stock from 45,000,000 to 100,000,000.
Following the meeting, management will be pleased to answer your questions
about the Company.
The Notice of Meeting and Proxy Statement accompanying this letter
describe the matter upon which stockholders will vote at the upcoming
meeting, and we urge you to read these materials carefully. We also urge you
to sign and return your proxy cards so we can be sure of a quorum to vote on
this proposal for stockholder action.
Sincerely,
/s/ J. S. WEBB
---------------------------
J. S. Webb
Chairman of the Board
/s/ GENE W. RAY
-------------------------
Gene W. Ray
President and Chief
Executive Officer
<PAGE>
THE TITAN CORPORATION
3033 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121
(619) 552-9500
--------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 21, 1998
To the Stockholders of The Titan Corporation:
A Special Meeting of Stockholders of The Titan Corporation will be held at
the offices of the Company at 3033 Science Park Road, San Diego, California
92121, on October 21, 1998, at 9:00 a.m., for the following purpose:
1. To consider and act upon a proposal to amend the Restated
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 45,000,000 to 100,000,000.
Stockholders of record at the close of business on September 4, 1998 will
be entitled to vote at the meeting.
By order of the Board of Directors,
/s/ IRA FRAZER
------------------------------
Ira Frazer
SECRETARY
San Diego, California
September 8, 1998
TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING, YOU ARE
REQUESTED TO SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE PAID, ADDRESSED ENVELOPE. NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON EVEN
THOUGH YOU HAVE SENT IN YOUR PROXY.
<PAGE>
THE TITAN CORPORATION
3033 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121
September 8, 1998
------------
PROXY STATEMENT
SOLICITATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of The
Titan Corporation ("Titan" or the "Company") for use at the Special Meeting
of Stockholders to be held at the offices of the Company at 3033 Science Park
Road, San Diego, California 92121, on October 21, 1998 at 9:00 a.m. and at
any adjournments thereof. The shares represented by the proxy will be voted
at the meeting if the proxy is properly executed and returned. Any
stockholder giving a proxy has the right to revoke it by giving written
notice to the Secretary of the Company at any time prior to the voting or by
executing and delivering a later dated proxy. A stockholder of record at the
close of business on September 4, 1998, if present at the meeting, may vote in
person whether or not he has previously given a proxy. This Proxy Statement
and its enclosures are being mailed to the Company's stockholders on or about
September 11, 1998.
The cost of the solicitation will be paid by the Company. In addition to
solicitation of proxies by use of the mails, directors, officers or employees
of the Company may solicit proxies personally, or by other appropriate means.
The Company will request banks, brokerage houses and other custodians,
nominees or fiduciaries holding stock in their names for others to send proxy
materials to and to obtain proxies from their principals, and the Company
will reimburse them for their reasonable expenses in doing so. The Company
has retained the services of William F. Doring & Co. to assist in the
solicitation of proxies at an estimated cost of $5,000 plus certain
out-of-pocket expenses.
VOTING
The securities of the Company entitled to vote at the meeting consist,
as of the close of business on September 4, 1998, of 694,872 shares of $1.00
Cumulative Convertible Preferred Stock (the "$1.00 Preferred Stock") and
27,666,510 shares of common stock, par value $.01 per share (the "Common
Stock"). Only stockholders of record on the books of the Company at the close
of business on that date will be entitled to vote at the meeting. Each holder
of $1.00 Preferred Stock is entitled to one-third (1/3) vote for each of said
shares; holders of Common Stock are entitled to one vote per share. Holders
of $1.00 Preferred Stock and Common Stock will vote as a single class, and
will not vote separately.
Under the Company's bylaws and Delaware law, shares represented by
proxies that reflect abstentions or "broker non-votes" (i.e., shares held by
a broker or nominee that are represented at the meeting, but with respect to
which such broker or nominee is not empowered to vote on a particular
proposal) will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. The proposal regarding the
increase in the Company's authorized shares requires the approval of a
majority of the voting power of the outstanding shares of the Company.
Abstentions and broker non-votes will have the same effect as votes against
such proposal.
At the Company's Annual Meeting in 1998, approximately 90.8% of the
outstanding voting power was represented and participated in the election of
directors.
OWNERSHIP OF TITAN'S SECURITIES
The following table sets forth certain information as to the number of
shares beneficially owned as of August 19, 1998 (a) by each person who is
known to the Company to own beneficially 5% or more of the outstanding shares
of any class of its voting stock, (b) by each present Titan director, and
each of the five most highly compensated executive officers during 1997, and
(c) by all Titan officers and directors as a group.
1
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<TABLE>
<CAPTION>
IDENTITY OF OWNER TITLE OF CLASS AMOUNT AND PERCENT
OR GROUP (1) -------------- NATURE OF OF
------------ BENEFICIAL CLASS
OWNERSHIP -----
---------
<S> <C> <C> <C>
Charles R. Allen Common Stock 34,339(2) *
Joseph F. Caligiuri Common Stock 28,500(2) *
Daniel J. Fink Common Stock 29,850(2) *
Robert E. La Blanc Common Stock 16,750(2) *
Thomas G. Pownall Common Stock 36,015(2) *
Gene W. Ray Common Stock 622,929(2) 2.18%
J. S. Webb Common Stock 117,928(2) *
Louis L. Fowler Common Stock 45,788(2) *
Ronald B. Gorda Common Stock 161,529(2) *
Eric M. DeMarco Common Stock 31,350(2) *
John L. Slack Common Stock 386,649(2) *
Frederick L. Judge Common Stock 67,183(2) *
Wechsler & Company, Inc. (3) Common Stock 1,607,092 5.62%
James T. Palmer Common Stock 1,453,320 5.08%
All Directors and Officers as a Group (17 Persons) Common Stock 1,569,520(2) 5.49%
</TABLE>
- -------------
* Less than 1%
(1) The address of each owner, other than Wechsler & Company, Inc. and James
T. Palmer, is c/o The Titan Corporation, 3033 Science Park Road, San
Diego, California 92121. The address of Wechsler & Company, Inc. is 39
Broadway, New York, New York 10006. The address of James T. Palmer is
6157 Calle Vera Cruz, San Diego, California 92037.
(2) Including (A) 17,500; 12,500; 17,500; 8,750; 11,250; 330,000; 45,000;
28,500; 143,750; 25,000; 104,778, 50,000; and 817,028 shares subject to
outstanding options held by Messrs. Allen, Caligiuri, Fink, La Blanc,
Pownall, Ray, Webb, Fowler, Gorda, DeMarco, Slack, Judge and all directors
and officers as a group, respectively, which are currently exercisable or
may become exercisable within 60 days after August 13, 1998; (B) 21,428 and
14,285 shares that may be obtained upon conversion of convertible
debentures held by Messrs. Ray and Judge, respectively; and (C) 85,007;
26,031; 17,175; 15,279; 949; 0; 2,898; and 153,262 shares held by the
trustees of the Company's 401(k) Retirement Plan and Employee Stock
Ownership Plan for the accounts of Messrs. Ray, Webb, Fowler, Gorda,
DeMarco, Slack, Judge and all directors and officers as a group,
respectively.
(3) The sole stockholder, subject to community property laws to the extent
applicable, and the Chairman of the Board, President and Chief Executive
Officer of Wechsler & Company, Inc. is Norman J. Wechsler.
Except as otherwise indicated in the above notes, shares shown as
beneficially owned are those as to which the named person possesses sole voting
and investment power. However, under California law, personal property owned by
a married person may be community property that either spouse may manage and
control, and Titan has no information as to whether any shares shown in this
table are subject to California community property law.
PROPOSAL REGARDING INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has approved and recommends to the stockholders the
adoption of an amendment to the Company's Restated Certificate of Incorporation
(the "Amendment") that would increase the number of its authorized shares of
Common Stock, par value $.01, from 45 million shares to 100 million shares.
Since the stockholders approved the increase in the authorized number of
shares to the current level of 45 million, Titan has acquired DBA Systems,
Inc., Validity Corporation, Horizons Technology, Inc. and VisiCom
Laboratories, Inc. through the issuance of shares of Titan Common Stock.
In addition, Titan has signed an agreement to acquire Delfin Systems, which
will involve the issuance of Common Stock. More than 4.1 million shares may
2
<PAGE>
be required if the pending Delfin Systems transaction is consummated. Of
the 45 million shares of Common Stock presently authorized, approximately
28.6 million shares were outstanding (including 962,530 shares held in
treasury) and approximately 14.4 million shares were reserved for issuance
upon the exercise of outstanding options, warrants and convertible securities
as of August 7, 1998. Titan has embarked on a strategy of expansion through
internal growth and acquisition of established companies in defined markets.
The Board of Directors of Titan believes it would be in the best interest of
Titan stockholders to have additional shares of Common Stock available for
future financings, acquisitions and compensation programs, and other future
needs.
Unless otherwise required by applicable law or the rules of any exchange on
which the Company's Common Stock is listed, or unless otherwise decided by the
Board, the Company will issue the additional shares of Common Stock authorized
by this proposal as directed by the Board without further action by the
stockholders.
The additional Common Stock to be authorized by adoption of the
Amendment would have identical rights to the currently outstanding Common
Stock. As with all other shares of the Company's Common Stock, the
additional shares to be authorized pursuant to the Amendment would not give
stockholders owning such shares any pre-emptive right to purchase additional
shares of Common Stock that may be issued in the future. Adoption of the
proposed Amendment would not affect the rights of the holders of currently
outstanding Common Stock; however, any future issuance of such shares may be
dilutive to stockholders of the Company. Although the increase in the number
of authorized shares of Common Stock is not intended to be an anti-takeover
device, the authorization of additional shares together with one or more
subsequent issuances of equity securities could impede a potential takeover
for various reasons, including the potential dilution of stock ownership of
persons attempting to gain control of the Company or a potential issuance of
securities to individuals or entities favorable to management. Moreover, the
availability of such additional shares of Common Stock in and of itself might
have the effect of discouraging an attempt to acquire control of the Company
other than through negotiations with the Board of Directors. The Board of
Directors is not aware of any present efforts by any person to accumulate the
Company's stock or to obtain control of the Company and has no current
intention to issue Common Stock for the purpose of impeding or preventing any
proposed takeover.
If the Amendment increasing the number of authorized shares is not
passed, the Company will only be able to issue Common Stock in connection
with its future financings, acquisitions and compensation programs within the
limits imposed by its current maximum of 45 million authorized shares of
Common Stock. In some future transactions in which the Board would prefer to
use Common Stock, such as acquisitions, the Company may instead use some
combination of cash or preferred stock. However, even if the number of
authorized shares is increased to 100 million, the Board will retain the
flexibility to use cash, preferred stock or some combination of the two if
such an approach is advantageous. In other circumstances, the Board may
decide to call a special stockholder's meeting to propose an increase in the
number of authorized shares of Common Stock to enable the Company to issue
such stock in connection with a particular transaction.
DESCRIPTION OF THE AMENDMENT
The opening paragraph of Article Fourth of the Company's Restated
Certificate of Incorporation, which paragraph now reads as follows:
Fourth: The Corporation is authorized to issue two classes of stock,
which shall be designated Preferred Stock and Common Stock,
respectively. The total number of shares of all classes of stock
which the Corporation shall have the authority to issue shall be
47,500,000, consisting of 2,500,00 shares of Preferred Stock of the
par value of $1.00 per share, and 45,000,000 shares of Common Stock of
the par value of $.01 per share.
shall be amended so that from and after adoption of the Amendment,
said paragraph shall read as follows:
Fourth: The Corporation is authorized to issue two classes of stock,
which shall be designated Preferred Stock and Common Stock,
respectively. The total number of shares of all classes of stock
which the Corporation shall have the authority to issue shall be
102,500,000, consisting of 2,500,00 shares of Preferred Stock of the
par value of $1.00 per share, and 100,000,000 shares of Common Stock
of the par value of $.01 per share.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED CAPITALIZATION OF THE COMPANY.
This proposal will be adopted if it is approved by the holders of a
majority of the voting power of the outstanding
3
<PAGE>
shares of the Company. Unless indicated to the contrary, the enclosed Proxy,
if returned, will be voted for adoption of this proposal.
OTHER BUSINESS
In general, the Special Meeting may only consider the matter referred to
in the accompanying notice. However, if other matters should be properly
presented for consideration at the Special Meeting, it is the intention of
each person mentioned in the proxy to vote such proxy in accordance with his
judgment of such matters. Discretionary authority with respect to such other
matters is granted by the execution of the enclosed proxy.
STOCKHOLDERS' PROPOSALS
Under the rules of the Securities and Exchange Commission, proposals by
stockholders intended to be presented at the annual meeting in 1999 must be
in writing and received by the Company by December 1, 1998 to be considered
for inclusion in the Company's proxy material for that meeting.
FINANCIAL STATEMENTS
Financial statements for fiscal year 1997 and for interim periods to
date are incorporated by reference from the Company's report on Form 10-K and
S-4 Registration Statement (No. 333-60127). STOCKHOLDERS MAY OBTAIN FREE OF
CHARGE A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY WRITING TO THE
SECRETARY, 3033 SCIENCE PARK ROAD, SAN DIEGO, CALIFORNIA 92121.
4
<PAGE>
THE TITAN CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gene W. Ray, Eric DeMarco and Ira
Frazer, and each of them, as proxies, with full power of substitution, and
authorizes them, or any of them, to represent and vote all the shares of Common
Stock and $1.00 Cumulative Convertible Preferred Stock of The Titan Corporation
(the "Company") held of record by the undersigned on August 23, 1998, which the
undersigned is entitled to vote at the Special Meeting of Stockholders (the
"Special Meeting") to be held at the corporate headquarters of the Company, 3033
Science Park Road, San Diego, California 92121, on October 21, 1998 at 9:00 a.m.
or any adjournment or postponement thereof, upon the matter specified below.
1. To amend the Restated Certificate of Incorporation of the Company
to increase the number of authorized shares of Common Stock from 45,000,000 to
100,000,000.
/ / FOR / / AGAINST
THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED IN FAVOR OF PROPOSAL 1.
<PAGE>
Each of the proxies or their substitutes present and acting at the Special
Meeting shall have and may exercise all of the powers of all of the proxies
designated herein.
Please print the name(s) appearing on each
certificate over which you have voting authority:
-------------------------------------------------
Please sign your name as appearing above:
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Authorized Signature
, 1998
-----------------------
Date of Signature
(Please mark, sign, date and mail this proxy card
in the envelope provided. No postage is required
for domestic mailing.)
<PAGE>
THE TITAN CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gene W. Ray, Eric DeMarco and Ira
Frazer, and each of them, as proxies, with full power of substitution, and
authorizes them, or any of them, to represent and vote all the shares of Common
Stock and $1.00 Cumulative Convertible Preferred Stock of The Titan Corporation
(the "Company") held of record by the undersigned on September 4, 1998, which
the undersigned is entitled to vote at the Special Meeting of Stockholders
(the "Special Meeting") to be held at the corporate headquarters of the
Company, 3033 Science Park Road, San Diego, California 92121, on October 21,
1998 at 9:00 a.m. or any adjournment or postponement thereof, upon the matter
specified below.
THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED IN FAVOR OF PROPOSAL 1.
<PAGE>
/X/ Please mark your votes as in this example using dark ink only.
1. To amend the Restated Certificate of Incorporation of the
Company to increase the number of authorized shares of Common Stock from
45,000,000 to 100,000,000.
/ / FOR / / AGAINST
Each of the proxies or their substitutes present and acting at the Special
Meeting shall have and may exercise all of the powers of all of the proxies
designated herein.
Please print the name(s) appearing on each
certificate over which you have voting authority:
-------------------------------------------------
Please sign your name as appearing above:
-------------------------------------------------
Authorized Signature
, 1998
-----------------------
Date of Signature
(Please mark, sign, date and mail this proxy card
in the envelope provided. No postage is required
for domestic mailing.)
