<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
THE TITAN CORPORATION TITAN CAPITAL TRUST
- ------------------------------------------------------ ---------------------------------------------------------
(Exact Name of Registrant (Exact Name of Registrant as
as Specified in Its Charter) Specified in Its Certificate of Trust)
DELAWARE DELAWARE
- ------------------------------------------------------ ---------------------------------------------------------
(State of Incorporation or Organization) (State of Incorporation or Organization)
95-2588754 33-090339
- ------------------------------------------------------ ------------------------------------------------------------
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
3033 SCIENCE PARK ROAD, SAN DIEGO, CA 92121-1199
- ------------------------------------------------------ ------------------------------------------------------------
(Address of principal executive offices) (Zip code)
If this form relates to the registration of a class of If this form relates to the registration of a class
of securities pursuant to Section 12(b) of the of securities pursuant to Section 12(g) of the
Exchange Act and is effective upon filing Exchange Act and is effective pursuant to
pursuant to General Instruction Instruction A.(c), General Instruction A.(d), check the following
check the following box. / / box. /X/
Securities Act registration statement number to which this form relates: 333-35274
------------------------
(if applicable)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
NONE
- ---------------------------------- -------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
TITAN CAPITAL TRUST'S 5 3/4% CONVERTIBLE PREFERRED SECURITIES,
- --------------------------------------------------------------------------------
REMARKETABLE TERM INCOME DEFERRABLE EQUITY SECURITIES ("HIGH TIDES")
- --------------------------------------------------------------------------------
(Title of Class)
THE TITAN CORPORATION'S 5 3/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2030
- --------------------------------------------------------------------------------
(Title of Class)
THE TITAN CORPORATION'S CONVERTIBLE PREFERRED SECURITIES GUARANTEE
- --------------------------------------------------------------------------------
WITH RESPECT TO THE HIGH TIDES
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The 5 3/4% Convertible Preferred Securities, Remarketable Term Income
Deferrable Equity Securities (the "HIGH TIDES") of Titan Capital Trust (the
"Trust"), a statutory business trust created under Delaware law, registered
hereby represent undivided preferred beneficial ownership interests in the Trust
and are guaranteed by The Titan Corporation, a Delaware corporation (the
"Company"), to the extent set forth in the Preferred Securities Guarantee
Agreement, dated as of February 9, 2000, between the Company and Wilmington
Trust Company, as guarantee trustee (the "Guarantee"), which has been filed as
Exhibit 4.7 to the Registration Statement on Form S-3 of the Company and the
Trust covering the HIGH TIDES, the Company's 5 3/4% Convertible Senior
Subordinated Debentures due 2030 (the "Debentures"), the Company's common stock
that is issuable upon conversion of the HIGH TIDES, and the Guarantee
(Registration No. 333-35274) (as amended, the "Registration Statement"). The
HIGH TIDES registered hereby are issued pursuant to an Amended and Restated
Declaration of Trust, dated as of February 9, 2000, among the Company, as
depositor and issuer of the Debentures (as defined below), Wilmington Trust
Company, as Delaware trustee and property trustee, and the administrative
trustees named therein (the "Declaration of Trust"). The Declaration of Trust
has been filed as Exhibit 4.6 to the Registration Statement. The descriptions of
the HIGH TIDES and the Guarantee are set forth in the Prospectus (as defined in
Item 2 below), which is included in and forms part of the Registration
Statement, and such descriptions are incorporated by reference herein.
The Company's Debentures registered hereby are issued under an
Indenture, dated as of February 9, 2000, between the Company and Wilmington
Trust Company, as indenture trustee (the "Indenture"). The Indenture has been
filed as Exhibit 4.3 to the Registration Statement. The description of the
Debentures registered hereby is set forth in the Prospectus, which is included
in and forms part of the Registration Statement, and such description is
incorporated by reference herein.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.1 Registration Statement on Form S-3, as amended, filed with
the Securities and Exchange Commission on April 20, 2000,
File No. 333-35274.
2.2 Prospectus contained within the Registration Statement,
along with any subsequent Prospectus pertaining to the
resale of the HIGH TIDES included within and forming part of
the Registration Statement (the "Prospectus") (incorporated
herein by this reference to the Registration Statement).
2.3 Certificate of Trust of the Trust, a Delaware statutory
trust, filed January 19, 2000 (incorporated herein by this
reference to Exhibit 4.1 of the Registration Statement).
2.4 Declaration of Trust of the Trust, dated as of January 19,
2000, among the Company, as depositor and issuer of the
Debentures, Wilmington Trust Company, as Delaware trustee,
Wilmington Trust Company, as property trustee, and the
</TABLE>
1.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
administrative trustees named therein (incorporated herein
by this reference to Exhibit 4.2 of the Registration
Statement).
2.5 Indenture, dated as of February 9, 2000, between the Company
and Wilmington Trust Company, as indenture trustee,
including form of 53/4% Convertible Senior Subordinated
Debenture due 2030 (incorporated herein by this reference to
Exhibit 4.3 of the Registration Statement).
2.6 Remarketing Agreement, dated as of February 9, 2000, among
the Company, the Trust, Wilmington Trust Company, as tender
agent, and Credit Suisse First Boston Corporation, as
remarketing agent (incorporated herein by this reference to
Exhibit 4.4 of the Registration Statement).
2.7 Registration Rights Agreement, dated February 9, 2000, among
the Company, the Trust, Credit Suisse First Boston
Corporation and Donaldson, Lufkin & Jenrette Securities
Corporation (incorporated herein by this reference to
Exhibit 4.5 of the Registration Statement).
2.8 Amended and Restated Declaration of Trust of the Trust,
dated as of February 9, 2000, among the Company, as
depositor and issuer of the Debentures, Wilmington Trust
Company, as Delaware trustee, Wilmington Trust Company, as
property trustee, and the administrative trustees named
therein, including form of 5 3/4% Convertible Preferred
Security (incorporated herein by this reference to Exhibit
4.6 of the Registration Statement).
2.9 Preferred Securities Guarantee Agreement, dated as of
February 9, 2000, between the Company and Wilmington Trust
Company, as guarantee trustee (incorporated herein by this
reference to Exhibit 4.7 of the Registration Statement).
</TABLE>
2.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrants have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
THE TITAN CORPORATION
Date: April 21, 2000 By: /s/ Nicholas J. Costanza
--------------------------------
Nicholas J. Costanza
General Counsel
TITAN CAPITAL TRUST
Date: April 21, 2000 By: /s/ Deanna Hom Petersen
--------------------------------
Deanna Hom Petersen
Administrative Trustee
3.
