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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
(FINAL AMENDMENT)
Advanced Communication Systems, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
00750X-10-9
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(CUSIP Number)
Nicholas J. Costanza, Esq.
General Counsel
The Titan Corporation
3033 Science Park Road
San Diego, California 92121-1199
(858) 552-9500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 25, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
CUSIP No. 00750X-10-9 Page 2 of 2 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Titan Corporation
I.R.S. Identification No. 95-2588754
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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(14) TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
This Amendment No. 1 amends the Statement on Schedule 13D filed with the
Securities and Exchange Commission on December 20, 1999 (the "Schedule 13D")
by The Titan Corporation, a Delaware corporation ("Titan"). This Amendment
No. 1 is filed with respect to the shares of common stock, par value $.01 per
share (the "ACS Common Stock"), of Advanced Communication Systems, Inc.
("ACS"), a Delaware corporation.
Item 5 of the Schedule 13D is hereby amended to read in its entirety as
follows:
Item 5. Interest in Securities of the Issuer.
The merger (the "Merger") of A T Acquisition Corp., a wholly-
owned subsidiary of Titan ("Titan Sub"), with and into ACS was
consummated on February 25, 2000. At a special meeting held on February
23, 2000, ACS stockholders adopted the Agreement and Plan of Merger,
dated as of December 9, 1999 and amended as of January 20, 2000 (the
"Merger Agreement"), among ACS, Titan and Titan Sub, and approved the
Merger and the other transactions contemplated by the Merger Agreement.
At the special meeting, pursuant to irrevocable proxies dated as of
December 9, 1999 (collectively, the "Proxy") granted to Titan by certain
ACS stockholders (the "ACS Stockholders"), Titan voted 2,117,799 shares of
ACS Common Stock in favor of adoption of the Merger Agreement and
approval of the Merger and the other transactions contemplated by the
Merger Agreement.
The Proxy terminated in accordance with its terms upon
termination of the Company Stockholders Agreement, dated as of December
9, 1999, among Titan, Titan Sub and the ACS Stockholders. The Company
Stockholders Agreement terminated in accordance with its terms at the
effective time of the Merger.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
February 25, 2000
THE TITAN CORPORATION
/s/ Nicholas J. Costanza, Esq.
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Nicholas Costanza, Esq.
Secretary and General Counsel
