<PAGE>
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 4, 2000
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
San Diego, California 92121-1199
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (858) 552-9500
ITEM 5. OTHER EVENTS.
We are filing the following information with the Securities and Exchange
Commission for purposes of complying with Rule 135c under the Securities Act
of 1933, as amended.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release announcing offering of $200 million
of convertible preferred securities dated as of
February 4, 2000.
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.
Dated: February 8, 2000 THE TITAN CORPORATION
a Delaware Corporation
By: /s/ Cheryl L. Barr
Assistant General Counsel
and Assistant Secretary
<PAGE>
Exhibit 99.1
TITAN PRESS RELEASE
TITAN ANNOUNCES OFFERING OF $200 MILLION OF CONVERTIBLE PREFERRED SECURITIES
SAN DIEGO, CA -- February 4, 2000 -- THE TITAN CORPORATION (NYSE:TTN) today
announced that it has agreed to issue up to $250 million of convertible
preferred securities in a private placement, priced to yield 5.75%, with a
conversion premium of approximately 23.10% and a conversion price of $49.625.
The convertible preferred securities have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any
state which an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities law of any such state.
Investor Relations Contact: Rochelle Bold, Vice President Investor Relations
(858) 552-9400 or [email protected]
Press Releases and other Titan information are available on The Titan
Corporation's World Wide Web site:
http://www.titan.com.
