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OMB APPROVAL
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OMB Number: 3235-0145
Expires: October 31, 2002
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
SUREBEAM CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK (ON AS "AS CONVERTED" BASIS)
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(Title of Class of Securities)
86866R102
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(CUSIP Number)
DECEMBER 31, 2001
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
Page 1 of 5
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CUSIP NO. 86866R102 13G PAGE 2 OF 4 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
the Titan Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
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5. SOLE VOTING POWER
NUMBER OF 46,774,235 shares of Class B Common and 467,742,350
total votes on any matter presented to the holders of
SHARES common stock voting as a single class. (1)
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BENEFICIALLY
6. SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
46,774,235
PERSON WITH:
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8. SHARED DISPOSITIVE POWER
-
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9. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
46,774,235
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
80.1% of total outstanding common stock and
97.6% of the total voting power.
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12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) On February 11, 2002, Titan entered into an exchange agreement with SureBeam
pursuant to which it agreed to exchange the principal outstanding on the not to
exceed $75 million note issued by SureBeam in exchange for Class B Common Stock,
to the extent authorized and available for issuance, and Class A Common Stock
at an exchange rate determined by the average closing price of SureBeam Class A
Common Stock on twenty (20) consecutive trading days ending one day prior to the
effective date of the exchange. The exchange is conditioned upon Titan's receipt
of a bank consent.
Page 2 of 5
(a) Name of Issuer: SUREBEAM CORPORATION.
(b) Address of Issuer's Principal Executive Offices:
3033 SCIENCE PARK ROAD, SAN DIEGO, CA 92121
ITEM 2.
(a) Name of Person Filing: THE TITAN CORPORATION
(b) Address of Principal Business Office or, if none, Residence:
3033 SCIENCE PARK ROAD, SAN DIEGO, CA 92121
(c) Citizenship: DELAWARE CORPORATION
(d) Title of Class of Securities:
CLASS A COMMON STOCK ON AN "AS CONVERTED" BASIS.
(e) CUSIP Number: 86866R102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(b), OR
240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker or Dealer registered under Section 15 of the Act (15
U.S.C. 78o);
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) |_| Insurance company as defined in section 3(a)19) of the Act (15
U.S.C. 78c);
(d) |_| An investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) |X| A parent holding company or control person in accordance with
ss.240.13d-1(b)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J)
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: 46,774,235 SHARES OF CLASS B COMMON
STOCK OF THE ISSUER WHICH IS CONVERTIBLE, ON A ONE-FOR-ONE
BASIS INTO SHARES OF THE ISSUER'S CLASS A COMMON STOCK.
(b) Percent of Class: 80.1*%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 80.1*%
(ii) Shared power to vote or to direct the vote: 0%
(iii) Sole power to dispose or to direct the
disposition of: 80.1*%
(iv) Shared power to dispose or to direct the
disposition of: 0%
INSTRUCTION: For computations regarding securities which represent a right to
acquire an underlying security see ss.240.13d-3(d)(1).
Page 3 of 5
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following |_|.
INSTRUCTION: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: NOT
APPLICABLE
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
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* Represents 80.1% of total outstanding stock and 97.6% of the total voting
power.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: NOT APPLICABLE
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: NOT
APPLICABLE
If a group has filed this schedule pursuant to ss.240.13d-1(b)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF A GROUP
Notice of a dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement
is filed pursuant to ss.240.13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
(b) The following certification shall be included if the statement
is filed pursuant to ss.240.13d-1(c):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Page 4 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2002 THE TITAN CORPORATION
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Date
/s/ Mark W. Sopp
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Signature
Mark W. Sopp, Sr. Vice President
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Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including exhibits. Seess.240.13d-7 for other parties
for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 5 of 5
EXHIBIT 1
SUREBEAM CORPORATION, A DELAWARE CORPORATION. CO