<Page>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2001
                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC. 20549

                            ------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                             THE TITAN CORPORATION
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                              <C>
                    DELAWARE                                        95-2588754
          (State or other jurisdiction                 (I.R.S. Employer Identification No.)
       of incorporation or organization)
</Table>

                            ------------------------

                             3033 SCIENCE PARK ROAD
                        SAN DIEGO, CALIFORNIA 92121-1199
                    (Address of principal executive offices)

                            ------------------------

               DATRON SYSTEMS INCORPORATED 1985 STOCK OPTION PLAN
               DATRON SYSTEMS INCORPORATED 1995 STOCK OPTION PLAN
            DATRON SYSTEMS INCORPORATED EMPLOYEE STOCK PURCHASE 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, CALIFORNIA 92121-1199
                                 (858) 552-9500
 (Name, address, including zip code, and telephone number of agent for service)

                            ------------------------

                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
TITLE OF SECURITIES TO BE REGISTERED    AMOUNT TO BE REGISTERED (1)     PROPOSED MAXIMUM OFFERING PRICE PER SHARE
<S>                                   <C>                               <C>
Common Stock, par value $.01                   436,370 Shares                           (2)
</Table>

(1) On August 3, 2001, The Titan Corporation (the "Registrant") completed its
    offer to exchange outstanding shares of common stock of Datron Systems
    Incorporated, a Delaware corporation ("Datron"), for shares of common stock
    of the Registrant. The Registrant assumed the obligations under the Datron
    1985 Stock Option Plan, the Datron 1995 Stock Option Plan and the Datron
    Employee Stock Purchase Plan (collectively the "Plans"), on the date the
    exchange offer of Datron was completed. Except with respect to the Datron
    Employee Stock Purchase Plan, the Registrant does not anticipate issuing any
    additional stock options under the Plans.

(2) Pursuant to Rule 429, the Registrant prepaid registration fees for 436,370
    shares registered hereunder when it registered up to 2,879,659 shares of
    Common Stock pursuant to a Registration Statement on Form S-4 (File Number
    333-64768) filed on July 9, 2001.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<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 Plans 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 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, 2000, filed with the SEC on April 2, 2001, including the
information incorporated by reference in the Form 10-K from the Registrant's
definitive proxy statement for its 2001 annual meeting of stockholders, filed on
April 6, 2001;

    (b) the Registrant's Amended Annual Report on Form 10-K, filed on
Form 10-K/A with the SEC on April 4, 2001;

    (c) the Registrant's Quarterly Report on Form 10-Q for its fiscal quarter
ended March 31, 2001 filed with the SEC on May 15, 2001;

    (d) the description of the Registrant's common stock contained in its
registration statement on Form 8-B which was filed on June 16, 1969, including
any amendments or reports the Registrant files for the purpose of updating this
description; and

    (e) the description of the Registrant's preferred share purchase rights
attached to its common stock contained in its registration statement on
Form 8-A12B which was filed on August 24, 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.

                                       2
<Page>
ITEM 4. DESCRIPTION OF SECURITIES.

    Not applicable.

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 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                       3
<Page>
ITEM 8. EXHIBITS.

<Table>
<Caption>
EXHIBIT NO.                                DESCRIPTION OF EXHIBIT
-----------             ------------------------------------------------------------
<C>                     <S>
          5.1           Opinion of Cooley Godward LLP

         23.1           Consent of Arthur Andersen LLP, Independent Public
                        Accountants, with respect to the Registrant

         24.1           Power of Attorney (included on the signature page to this
                        registration statement)

         99.1           Datron Systems Incorporated Amended and Restated 1985 Stock
                        Option Plan

         99.2           Amendment to Datron Systems Incorporated Amended and
                        Restated 1985 Stock Option Plan

         99.3           Form of Non-qualified Stock Option Agreement used in
                        connection with the Amended and Restated 1985 Stock Option
                        Plan

         99.4           Form of Incentive Stock Option Agreement used in connection
                        with the Amended and Restated 1985 Stock Option Plan

         99.5           Datron Systems Incorporated Amended and Restated 1995 Stock
                        Option Plan

         99.6           Amendment to Datron Systems Incorporated Amended and
                        Restated 1995 Stock Option Plan

         99.7           Form of Non-qualified Stock Option Agreement used in
                        connection with the Amended and Restated 1995 Stock Option
                        Plan

         99.8           Form of Incentive Stock Option Agreement used in connection
                        with the Amended and Restated 1995 Stock Option Plan

         99.9           Datron Systems Incorporated Employee Stock Purchase Plan

        99.10           Amendment to Datron Systems Incorporated Employee Stock
                        Purchase Plan
</Table>

ITEM 9. UNDERTAKINGS.

    (a) The Registrant hereby undertakes:

    (i) To file, during any period in which offers or sales are being made, a
        post-effective amendment to this Registration Statement:

       (1) To include any prospectus required by Section 10(a)(3) of the
           Securities Act;

       (2) 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

       (3) 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)(i)(1) and (a)(i)(2) 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.

                                       4
<Page>
    (ii) 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.

   (iii) 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.

    (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.

                                       5
<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 August 6, 2001.

<Table>
<S>                                                    <C>  <C>
                                                       THE TITAN CORPORATION

                                                       By:               /s/ GENE W. RAY
                                                            -----------------------------------------
                                                                           Gene W. Ray
                                                              PRESIDENT, CHIEF EXECUTIVE OFFICER AND
                                                                      CHAIRMAN OF THE BOARD
                                                                    (DULY AUTHORIZED OFFICER)
</Table>

                               POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Eric M. DeMarco, Mark W. Sopp 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 August 6,
2001 in the capacities indicated.

<Table>
<Caption>
                SIGNATURE                                    TITLE                        DATE
                ---------                                    -----                        ----
<S>                                         <C>                                      <C>
             /s/ GENE W. RAY                        Chairman of the Board,
    ---------------------------------        Chief Executive Officer and President   August 6, 2001
               Gene W. Ray                       (Principal Executive Officer)

             /s/ MARK W. SOPP                      Senior Vice President and
    ---------------------------------               Chief Financial Officer          August 6, 2001
               Mark W. Sopp                      (Principal Financial Officer)

          /s/ DEANNA H. PETERSEN
    ---------------------------------       Vice President and Corporate Controller  August 6, 2001
            Deanna H. Petersen                  (Principal Accounting Officer)

         /s/ MICHAEL B. ALEXANDER
    ---------------------------------                      Director                  August 6, 2001
           Michael B. Alexander
</Table>

                                       6
<Page>

<Table>
<Caption>
                SIGNATURE                                    TITLE                        DATE
                ---------                                    -----                        ----
<S>                                         <C>                                      <C>
           /s/ CHARLES R. ALLEN
    ---------------------------------                      Director                  August 6, 2001
             Charles R. Allen

         /s/ JOSEPH F. CALIGIURI
    ---------------------------------                      Director                  August 6, 2001
           Joseph F. Caligiuri

            /s/ DANIEL J. FINK
    ---------------------------------                      Director                  August 6, 2001
              Daniel J. Fink

    ---------------------------------                      Director
              Susan Golding

    ---------------------------------                      Director
              Robert Hanisee

          /s/ ROBERT E. LA BLANC
    ---------------------------------                      Director                  August 6, 2001
            Robert E. La Blanc

    ---------------------------------                      Director
            Thomas G. Pownall

            /s/ JAMES E. ROTH
    ---------------------------------                      Director                  August 6, 2001
              James E. Roth

        /s/ JOSEPH R. WRIGHT, JR.
    ---------------------------------                      Director                  August 6, 2001
          Joseph R. Wright, Jr.
</Table>

                                       7
<Page>
                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT NO.                                DESCRIPTION OF EXHIBIT
-----------             ------------------------------------------------------------
<C>                     <S>
          5.1           Opinion of Cooley Godward LLP

         23.1           Consent of Arthur Andersen LLP, Independent Public
                        Accountants, with respect to the Registrant

         24.1           Power of Attorney (included on the signature page to this
                        registration statement)

         99.1           Datron Systems Incorporated Amended and Restated 1985 Stock
                        Option Plan

         99.2           Amendment to Datron Systems Incorporated Amended and
                        Restated 1985 Stock Option Plan

         99.3           Form of Non-qualified Stock Option Agreement used in
                        connection with the Amended and Restated 1985 Stock Option
                        Plan

         99.4           Form of Incentive Stock Option Agreement used in connection
                        with the Amended and Restated 1985 Stock Option Plan

         99.5           Datron Systems Incorporated Amended and Restated 1995 Stock
                        Option Plan

         99.6           Amendment to Datron Systems Incorporated Amended and
                        Restated 1995 Stock Option Plan

         99.7           Form of Non-qualified Stock Option Agreement used in
                        connection with the Amended and Restated 1995 Stock Option
                        Plan

         99.8           Form of Incentive Stock Option Agreement used in connection
                        with the Amended and Restated 1995 Stock Option Plan

         99.9           Datron Systems Incorporated Employee Stock Purchase Plan

        99.10           Amendment to Datron Systems Incorporated Employee Stock
                        Purchase Plan
</Table>

                                       8
[{"type": "S-8", "sequence": "1", "filename": "a2054966zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23819}]
{"company-data": {"conformed-name": "TITAN CORP", "cik": "0000032258", "assigned-sic": "7373", "irs-number": "952588754", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66980", "film-number": "1699291"}, "business-address": {"street1": "3033 SCIENCE PARK RD", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "8585529500"}, "mail-address": {"street1": "3033 SCIENCE PARK RD", "city": "SAN DIEGO", "state": "CA", "zip": "92121-"}, "former-company": {"former-conformed-name": "ELECTRONIC MEMORIES & MAGNETICS CORP", "date-changed": "19850610"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2001
                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC. 20549

                            ------------------------

                                    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)

                            ------------------------

               DATRON SYSTEMS INCORPORATED 1985 STOCK OPTION PLAN
               DATRON SYSTEMS INCORPORATED 1995 STOCK OPTION PLAN
            DATRON SYSTEMS INCORPORATED EMPLOYEE STOCK PURCHASE 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, CALIFORNIA 92121-1199
                                 (858) 552-9500
 (Name, address, including zip code, and telephone number of agent for service)

                            ------------------------

                        CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE REGISTERED    AMOUNT TO BE REGISTERED (1)     PROPOSED MAXIMUM OFFERING PRICE PER SHARE
Common Stock, par value $.01                   436,370 Shares                           (2)
(1) On August 3, 2001, The Titan Corporation (the "Registrant") completed its
    offer to exchange outstanding shares of common stock of Datron Systems
    Incorporated, a Delaware corporation ("Datron"), for shares of common stock
    of the Registrant. The Registrant assumed the obligations under the Datron
    1985 Stock Option Plan, the Datron 1995 Stock Option Plan and the Datron
    Employee Stock Purchase Plan (collectively the "Plans"), on the date the
    exchange offer of Datron was completed. Except with respect to the Datron
    Employee Stock Purchase Plan, the Registrant does not anticipate issuing any
    additional stock options under the Plans.

(2) Pursuant to Rule 429, the Registrant prepaid registration fees for 436,370
    shares registered hereunder when it registered up to 2,879,659 shares of
    Common Stock pursuant to a Registration Statement on Form S-4 (File Number
    333-64768) filed on July 9, 2001.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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 Plans 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 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, 2000, filed with the SEC on April 2, 2001, including the
information incorporated by reference in the Form 10-K from the Registrant's
definitive proxy statement for its 2001 annual meeting of stockholders, filed on
April 6, 2001;

    (b) the Registrant's Amended Annual Report on Form 10-K, filed on
Form 10-K/A with the SEC on April 4, 2001;

    (c) the Registrant's Quarterly Report on Form 10-Q for its fiscal quarter
ended March 31, 2001 filed with the SEC on May 15, 2001;

    (d) the description of the Registrant's common stock contained in its
registration statement on Form 8-B which was filed on June 16, 1969, including
any amendments or reports the Registrant files for the purpose of updating this
description; and

    (e) the description of the Registrant's preferred share purchase rights
attached to its common stock contained in its registration statement on
Form 8-A12B which was filed on August 24, 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.

                                       2
ITEM 4. DESCRIPTION OF SECURITIES.

    Not applicable.

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 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                       3
ITEM 8. EXHIBITS.
EXHIBIT NO.                                DESCRIPTION OF EXHIBIT
-----------             ------------------------------------------------------------
5.1           Opinion of Cooley Godward LLP

         23.1           Consent of Arthur Andersen LLP, Independent Public
                        Accountants, with respect to the Registrant

         24.1           Power of Attorney (included on the signature page to this
                        registration statement)

         99.1           Datron Systems Incorporated Amended and Restated 1985 Stock
                        Option Plan

         99.2           Amendment to Datron Systems Incorporated Amended and
                        Restated 1985 Stock Option Plan

         99.3           Form of Non-qualified Stock Option Agreement used in
                        connection with the Amended and Restated 1985 Stock Option
                        Plan

         99.4           Form of Incentive Stock Option Agreement used in connection
                        with the Amended and Restated 1985 Stock Option Plan

         99.5           Datron Systems Incorporated Amended and Restated 1995 Stock
                        Option Plan

         99.6           Amendment to Datron Systems Incorporated Amended and
                        Restated 1995 Stock Option Plan

         99.7           Form of Non-qualified Stock Option Agreement used in
                        connection with the Amended and Restated 1995 Stock Option
                        Plan

         99.8           Form of Incentive Stock Option Agreement used in connection
                        with the Amended and Restated 1995 Stock Option Plan

         99.9           Datron Systems Incorporated Employee Stock Purchase Plan

        99.10           Amendment to Datron Systems Incorporated Employee Stock
                        Purchase Plan
ITEM 9. UNDERTAKINGS.

    (a) The Registrant hereby undertakes:

    (i) To file, during any period in which offers or sales are being made, a
        post-effective amendment to this Registration Statement:

       (1) To include any prospectus required by Section 10(a)(3) of the
           Securities Act;

       (2) 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

       (3) 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)(i)(1) and (a)(i)(2) 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.

                                       4
(ii) 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.

   (iii) 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.

    (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.

                                       5
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 August 6, 2001.
THE TITAN CORPORATION

                                                       By:               /s/ GENE W. RAY
                                                            -----------------------------------------
                                                                           Gene W. Ray
                                                              PRESIDENT, CHIEF EXECUTIVE OFFICER AND
                                                                      CHAIRMAN OF THE BOARD
                                                                    (DULY AUTHORIZED OFFICER)
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Eric M. DeMarco, Mark W. Sopp 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 August 6,
2001 in the capacities indicated.
SIGNATURE                                    TITLE                        DATE
                ---------                                    -----                        ----
/s/ GENE W. RAY                        Chairman of the Board,
    ---------------------------------        Chief Executive Officer and President   August 6, 2001
               Gene W. Ray                       (Principal Executive Officer)

             /s/ MARK W. SOPP                      Senior Vice President and
    ---------------------------------               Chief Financial Officer          August 6, 2001
               Mark W. Sopp                      (Principal Financial Officer)

          /s/ DEANNA H. PETERSEN
    ---------------------------------       Vice President and Corporate Controller  August 6, 2001
            Deanna H. Petersen                  (Principal Accounting Officer)

         /s/ MICHAEL B. ALEXANDER
    ---------------------------------                      Director                  August 6, 2001
           Michael B. Alexander
6
SIGNATURE                                    TITLE                        DATE
                ---------                                    -----                        ----
/s/ CHARLES R. ALLEN
    ---------------------------------                      Director                  August 6, 2001
             Charles R. Allen

         /s/ JOSEPH F. CALIGIURI
    ---------------------------------                      Director                  August 6, 2001
           Joseph F. Caligiuri

            /s/ DANIEL J. FINK
    ---------------------------------                      Director                  August 6, 2001
              Daniel J. Fink

    ---------------------------------                      Director
              Susan Golding

    ---------------------------------                      Director
              Robert Hanisee

          /s/ ROBERT E. LA BLANC
    ---------------------------------                      Director                  August 6, 2001
            Robert E. La Blanc

    ---------------------------------                      Director
            Thomas G. Pownall

            /s/ JAMES E. ROTH
    ---------------------------------                      Director                  August 6, 2001
              James E. Roth

        /s/ JOSEPH R. WRIGHT, JR.
    ---------------------------------                      Director                  August 6, 2001
          Joseph R. Wright, Jr.
7
EXHIBIT INDEX
EXHIBIT NO.                                DESCRIPTION OF EXHIBIT
-----------             ------------------------------------------------------------
5.1           Opinion of Cooley Godward LLP

         23.1           Consent of Arthur Andersen LLP, Independent Public
                        Accountants, with respect to the Registrant

         24.1           Power of Attorney (included on the signature page to this
                        registration statement)

         99.1           Datron Systems Incorporated Amended and Restated 1985 Stock
                        Option Plan

         99.2           Amendment to Datron Systems Incorporated Amended and
                        Restated 1985 Stock Option Plan

         99.3           Form of Non-qualified Stock Option Agreement used in
                        connection with the Amended and Restated 1985 Stock Option
                        Plan

         99.4           Form of Incentive Stock Option Agreement used in connection
                        with the Amended and Restated 1985 Stock Option Plan

         99.5           Datron Systems Incorporated Amended and Restated 1995 Stock
                        Option Plan

         99.6           Amendment to Datron Systems Incorporated Amended and
                        Restated 1995 Stock Option Plan

         99.7           Form of Non-qualified Stock Option Agreement used in
                        connection with the Amended and Restated 1995 Stock Option
                        Plan

         99.8           Form of Incentive Stock Option Agreement used in connection
                        with the Amended and Restated 1995 Stock Option Plan

         99.9           Datron Systems Incorporated Employee Stock Purchase Plan

        99.10           Amendment to Datron Systems Incorporated Employee Stock
                        Purchase Plan
8