<PAGE>
As filed with the Securities and Exchange Commission on July 11, 2000
Registration No. 333-
--------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE TITAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2588754
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3033 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121-1199
(Address of Principal Executive Offices) (Zip Code)
AVERSTAR, INC. 1998 LONG TERM INCENTIVE PLAN
(Full title of the plans)
NICHOLAS J. COSTANZA, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE TITAN CORPORATION
3033 SCIENCE PARK ROAD
SAN DIEGO, CA 92121-1199
(858) 522-9500
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------- ------------------------- ------------------------- --------------------------- ------------------------
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price per share (2) offering price (2) registration fee
-------------------------- ------------------------- ------------------------- --------------------------- ------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $.01 575,000(3) $12.67 $7,285,250 $1,925
-------------------------- ------------------------- ------------------------- --------------------------- ------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this
registration statement covers, in addition to the number of shares of
common stock shown above, an indeterminate number of shares of common
stock which, by reason of certain events specified in each plan, may
become subject to such plans.
(2) Estimated pursuant to Rule 457(h) under the Securities Act solely for
purposes of calculating the amount of the registration fee.
(3) Represents shares of common stock issuable upon exercise of stock
options outstanding as of the date hereof under the AverStar, Inc. 1998
Long Term Incentive Plan, as assumed by the registrant.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The documents containing the information specified in Part I will be
sent or given to employees participating in the AverStar, Inc. 1998
Long Term Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").
According to the Note to Part I of Form S-8, such documents will not be
filed with the Securities and Exchange Commission (the "SEC") either as
part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference pursuant to Item
3 of Part II of this registration statement, taken together, constitute
the prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by The Titan Corporation
(the "Registrant") with the SEC are hereby incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for its fiscal year
ended December 31, 1999, filed with the SEC on March 30, 2000, including the
information incorporated by reference in the Form 10-K from the Registrant's
definitive proxy statement for its 2000 annual meeting of stockholders, filed on
April 4, 2000;
(b) the Registrant's amendment to its Annual Report on Form 10-K, filed
on Form 10-K/A with the SEC on May 23, 2000;
(c) the Registrant's Quarterly Report on Form 10-Q for its fiscal
quarter ended March 31, 2000 filed with the SEC on May 15, 2000;
(d) the Registrant's Current Reports on Form 8-K which were filed with
the SEC on January 6, 2000, January 24, 2000, February 3, 2000, February 4,
2000, February 8, 2000, March 9, 2000, March 20, 2000, March 31, 2000, June 21,
2000 and July 11, 2000;
(e) the Registrant's amendments to its Current Report on Form 8-K filed
on January 6, 2000, which amendments were filed with the SEC on January 19, 2000
and January 24, 2000;
(f) the Registrant's amendment to its Current Report on Form 8-K filed
on January 24, 2000, which amendment was filed with the SEC on January 28, 2000;
(g) the Registrant's amendment to its Current Report on Form 8-K filed
on March 9, 2000, which amendment was filed with the SEC on April 17, 2000;
(h) the description of the Registrant's common stock contained in its
registration statement on Form 8-A which was filed on June 16, 1969 by
Electronic Memories and Magnetics
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<PAGE>
Corporation and amended on January 22, 1986 and July 31, 1995, including any
amendments or reports the Registrant files for the purpose of updating this
description; and
(i) the description of the Registrant's preferred share purchase rights
attached to its common stock contained in its registration statement on Form 8-A
which was filed on August 24, 1995 and amended on August 25, 1995, including any
amendments or reports the Registrant files for the purpose of updating this
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of the filing of such documents.
In addition, any statement contained in a document incorporated or
deemed to be incorporated by reference into this registration statement will be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained in this registration statement or any
other subsequently filed document which also is or is deemed to be incorporated
into this registration statement modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. (The common stock is registered under Section 12 of the
Exchange Act.)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation, subject to the provisions of
Delaware corporate law. Section 145 of the General Corporation Law of the State
of Delaware (the "Delaware Law") empowers a Delaware corporation to indemnify
any persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement of such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
corporation's best interest, and, for criminal proceedings, had no reasonable
cause to believe his or her conduct was illegal. A Delaware corporation may
indemnify officers and directors against expenses (including attorney's fees) in
connection with the defense or settlement of an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation.
The certificate of incorporation of the Registrant contains a provision
to limit the personal liability of the directors of the Registrant for
violations of their fiduciary duty, except to the extent such limitation of
liability is prohibited by the Delaware Law. This provision eliminates each
director's liability to the Registrant or its stockholders for monetary damages
except (i) for any breach of the director's duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions
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<PAGE>
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware Law providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions, or (iv) for any transaction from which a director derived an
improper personal benefit. The Bylaws of the Registrant provide that the
Registrant will indemnify directors and officers to the fullest extent permitted
by law. The effect of these provisions is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.
In addition, the Registrant has entered into indemnity agreements with
its executive officers and directors whereby the Registrant obligates itself to
indemnify such officers and directors from any amounts which the officer or
director becomes obligated to pay because of any claim made against such officer
or director arising out of any act or omission committed while such officer or
director is acting in the capacity of an officer or director of the Registrant.
the Registrant maintains directors and officers liability insurance coverage
that insures its officers and directors against certain losses that may arise
out of their positions with the Registrant and insures the Registrant for
liabilities it may incur to indemnify its officers and directors.
In addition, the Registrant has entered into indemnity agreements with
its executive officers and directors whereby the Registrant obligates itself to
indemnify such officers and directors from any amounts which the officer or
director becomes obligated to pay because of any claim made against such officer
or director arising out of any act or omission committed while such officer or
director is acting in the capacity of an officer or director of the Registrant.
The Registrant maintains directors and officers liability insurance
coverage that insures its officers and directors against certain losses that may
arise out of their positions with the Registrant and insures the Registrant for
liabilities it may incur to indemnify its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
4.1 AverStar, Inc. 1998 Long Term Incentive
Plan. Filed as Exhibit 10.9(a) to AverStar,
Inc.'s Registration Statement on Form S-1
(File No. 333-78517) and incorporated herein
by reference.
*5.1 Opinion of Hogan & Hartson L.L.P. with
respect to the legality of the common stock
registered hereby.
*23.1 Consent of Arthur Andersen LLP, Independent
Public Accountants, with respect to the
Registrant.
*23.2 Consent of Arthur Andersen, LLP, Independent
Public Accountants, with respect to Advanced
Communication Systems, Inc.
*23.3 Consent of Arthur Andersen LLP, Independent
Public Accountants, with respect to
Transnational Partners, II, LLC.
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
*23.4 Consent of Arthur Andersen LLP, Independent
Public Accountants, with respect to JB
Systems, Inc.
*23.5 Consent of Ernst & Young LLP, Independent
Auditors, with respect to Assist Cornerstone
Technologies, Inc.
*23.6 Consent of KPMG LLP, Independent Public
Accountants, with respect to SFG
Technologies, Inc.
*23.7 Consent of Ernst & Young LLP, Independent
Auditors, with respect to AverStar, Inc.
*23.8 Consent of Hogan & Hartson L.L.P. (contained
in its opinion filed as Exhibit 5.1).
*24.1 Power of Attorney (included on the signature
page to this registration statement).
</TABLE>
----------------------
* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act, that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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<PAGE>
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than for the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on
the 11th day of July, 2000.
THE TITAN CORPORATION
By: /s/ Nicholas J. Costanza
------------------------------------------
Nicholas J. Costanza
Senior Vice President, General Counsel and
Secretary
(Duly Authorized Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gene W. Ray, Eric M. DeMarco,
and Nicholas J. Costanza, jointly and severally, each in his own capacity, his
true and lawful attorneys-in-fact, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
with full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons as
of July 11, 2000 in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ Gene W. Ray
-------------------------------- Chairman of the Board, Chief
Gene W. Ray Executive Officer and President
(Principal Executive Officer)
/s/ Eric M. DeMarco
-------------------------------- Executive Vice President, Chief
Eric M. DeMarco Financial Officer and Treasurer
(Principal Financial Officer)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Deanna H. Petersen
-------------------------------- Vice President and Corporate
Deanna H. Petersen Controller (Principal Accounting
Officer)
/s/ Charles R. Allen
-------------------------------- Director
Charles R. Allen
/s/ Joseph F. Caligiuri
-------------------------------- Director
Joseph F. Caligiuri
/s/ Daniel J. Fink
-------------------------------- Director
Daniel J. Fink
/s/ Robert Hanisee
-------------------------------- Director
Robert Hanisee
/s/ Robert E. La Blanc
-------------------------------- Director
Robert E. La Blanc
/s/ Thomas G. Pownall
-------------------------------- Director
Thomas G. Pownall
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ George A. Robinson
-------------------------------- Director
George A. Robinson
/s/ James Roth
-------------------------------- Director
James Roth
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
4.1 AverStar, Inc. 1998 Long Term Incentive
Plan. Filed as Exhibit 10.9(a) to AverStar,
Inc.'s Registration Statement on Form S-1
(File No. 333-78517) and incorporated herein
by reference.
*5.1 Opinion of Hogan & Hartson L.L.P. with
respect to the legality of the common stock
registered hereby.
*23.1 Consent of Arthur Andersen LLP, Independent
Public Accountants, with respect to the
Registrant.
*23.2 Consent of Arthur Andersen, LLP, Independent
Public Accountants, with respect to Advanced
Communication Systems, Inc.
*23.3 Consent of Arthur Andersen LLP, Independent
Public Accountants, with respect to
Transnational Partners, II, LLC.
*23.4 Consent of Arthur Andersen LLP, Independent
Public Accountants, with respect to JB
Systems, Inc.
*23.5 Consent of Ernst & Young LLP, Independent
Auditors, with respect to Assist
Cornerstone Technologies, Inc.
*23.6 Consent of KPMG LLP, Independent Public
Accountants, with respect to SFG
Technologies, Inc.
*23.7 Consent of Ernst & Young LLP, Independent
Auditors, with respect to AverStar, Inc.
*23.8 Consent of Hogan & Hartson L.L.P. (contained
in its opinion filed as Exhibit 5.1).
*24.1 Power of Attorney (included on the signature
page to this registration statement).
</TABLE>
----------------------
* Filed herewith.
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