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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 28, 2000
THE TITAN CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware 001-06035 95-2588754
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
3033 Science Park Road San Diego, California 92121-1199
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 552-9500
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Item 5. Other Events
Agreement to Acquire William C. Lindsey, Inc. (d/b/a LinCom Corporation)
On January 28, 2000, The Titan Corporation ("Titan") signed a
definitive agreement to acquire, subject to regulatory approvals, the
outstanding stock of William C. Lindsey, Inc. (d/b/a LinCom Corporation) through
a merger of a wholly-owned subsidiary of Titan with and into LinCom Corporation.
A copy of the press release dated January 31, 2000 is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
99.1 Press Release, dated January 31, 2000.
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SIGNATURES
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
Date: February 4, 2000 By: /s/ Nicholas J. Costanza, Esq.
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Nicholas J. Costanza, Esq.
Secretary and General Counsel
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Exhibit 99.1
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PRESS RELEASE
Titan Announces Acquisition of LinCom Corporation
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SAN DIEGO, CA - January 31, 2000 -- The Titan Corporation (NYSE:TTN) today
announced that it has entered into a definitive agreement to acquire
substantially all of the stock of Los Angeles-based LinCom Corporation, a
developer of wireless communications and information systems, in a cash purchase
transaction for an undisclosed amount. Closing of the transaction is subject to
the receipt of regulatory approvals.
Founded in 1972 by CEO Dr. William C. Lindsey, LinCom provides
telecommunications systems and services to both commercial and government
customers. LinCom brings to Titan extensive expertise and intellectual property
in satellite and terrestrial digital telecommunications.
LinCom develops communications and software technology for NASA space programs
and U.S. military satellite programs. In the commercial market, LinCom provides
systems engineering services and develops enabling technology for major
strategic partners in the area of Personal Communications Services (PCS) and
short-range wireless Ad Hoc Networks such as cordless telephony, multimedia
communications, and wireless local area networking.
"We have a long history of providing cutting-edge satellite-based wireless
telecommunications systems. With their focus on the next generation of
commercial wireless mobile communications, LinCom adds to Titan's technology
base a valuable new dimension in wireless communications. We are looking forward
to Dr. Lindsey and all of LinCom's employees becoming part of Titan's team,"
said Gene W. Ray, Chairman, President, and CEO of Titan.
Headquartered in San Diego, California, The Titan Corporation is an incubator of
technology based commercial businesses, offering innovative and advanced
technical solutions. Three of Titan's four core businesses develop and deploy
communications and information technology solutions and services. In addition,
Titan markets the leading technology for the electronic pasteurization of food
products and is continually identifying promising technologies suitable for
commercialization. The company has 3,400 employees, annualized sales of
approximately $500 million and total backlog in excess of $1 billion.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release which are not historical facts,
including our outlook on the future performance of our core businesses and our
growth strategies, are forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
set forth in or implied by forward-looking statements. These risks and
uncertainties include the
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Company's entry into new commercial businesses, dependence on continued funding
of U.S. Department of Defense programs, government contract procurement and
termination risks, risks associated with acquiring other companies, including
integration risks, and other risks described in the Company's Securities and
Exchange Commission filings.
Investor Relations Contact:
Rochelle Bold
Vice President Investor Relations
(858) 552-9400 or [email protected]
Media Contact:
Wil Williams
Vice President Corporate Communications
(858) 552-9724 or [email protected]
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Press releases and other Titan information are available on
The Titan Corporation web site: http://www.titan.com/.
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