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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): March 13, 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 Pulse Engineering, Inc.
On March 13, 2000, The Titan Corporation ("Titan") signed a definitive
agreement to acquire, subject to regulatory approvals, the outstanding stock of
Pulse Engineering, Inc. through a merger of a wholly-owned subsidiary of Titan
with and into Pulse Engineering, Inc. A copy of the press release dated March
15, 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 March 15, 2000. Filed herewith.
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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: March 20, 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
PRESS RELEASE
TITAN ANNOUNCES ACQUISITION OF PULSE ENGINEERING
SAN DIEGO, CA -- March 15, 2000 -- The Titan Corporation (NYSE: TTN) announced
today that it has entered into a definitive agreement to acquire all of the
stock of Pulse Engineering, a privately held information technology systems and
services company located in Hanover, Maryland, in a cash purchase transaction
for an undisclosed amount. Pulse's 180 employees will become a part of Titan
Systems Corporation, Titan's government information technology business.
Founded in 1979, Pulse provides highly specialized information security and
signals intelligence systems and services to the intelligence community. The
acquisition of Pulse expands Titan's position within the intelligence community,
which comprises an important component of the federal information technology
budget and positions Titan to compete for a larger share of new contracts. In
addition, Pulse brings to Titan expertise and technology in the areas of
strategic and tactical information security services and products as well as
engineering design, development, integration, test and deployment of signal
processing systems.
"By bringing Pulse's talented employees into Titan, we have the opportunity to
strengthen our relationship and role with the intelligence community. Together,
our companies will have the ability to compete for larger information security
contracts. We also look forward to exploring potential commercial applications
of Pulse's cutting edge information security technology," said Gene W. Ray,
Chairman, President, and CEO of Titan.
Headquartered in San Diego, California, The Titan Corporation builds and
launches technology based businesses, offering innovative 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 5,400 employees, annualized sales of approximately $725 million
and total backlog in excess of $1.6 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 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, VP Investor Relations
(858) 552-9400 or [email protected]
Media Contact:
Wil Williams, VP Corporate Communications
(858) 552-9724 or [email protected]
