SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

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¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

x Soliciting Material Pursuant to §240.14a-12

THE TITAN CORPORATION

(Name of the Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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On April 23, 2004, The Titan Corporation issued a press release in connection with its ongoing exchange offer and consent solicitation relating to its outstanding 8% Senior Subordinated Notes due 2011. A copy of the press release is set forth below.

For Immediate Release

Titan Announces Further Extension of Exchange Offer and Consent Solicitation Relating to Outstanding 8% Senior Subordinated Notes Due 2011

Withdrawal Rights Will Be Offered to Holders

San Diego, CA, April 23, 2004—The Titan Corporation (NYSE: TTN) announced today that it has further extended its exchange offer and consent solicitation relating to its outstanding 8% Senior Subordinated Notes due 2011. The exchange offer and consent solicitation will now expire at 5:00 p.m., New York City time, on June 6, 2004, unless further extended.

As previously announced, Titan and Lockheed Martin Corporation (NYSE: LMT) have amended their merger agreement pursuant to which Lockheed Martin will acquire Titan. In light of the amendments to the merger agreement, Titan intends to set June 7, 2004, or as soon as practicable thereafter, as the date for the new special meeting of its stockholders for consideration of the proposed merger. As a result of the delay in timing for the completion of the proposed merger, Titan has extended the expiration date of the exchange offer to 5:00 p.m., New York City time, on June 6, 2004. Titan intends to further extend the expiration date as necessary so that the exchange offer expires on the day before the closing of the merger.

In light of this further extension of the expiration date, Titan is amending the exchange offer to permit holders of notes to withdraw their tenders of outstanding notes at any time before the expiration of the exchange offer. A withdrawal of notes will not have any effect on consents delivered in connection with Titan’s consent solicitation, which are irrevocable as a result of the successful completion of the consent solicitation on February 25, 2004, nor will a withdrawal affect the right of holders who validly tendered and delivered consents prior to 5:00 p.m., New York City time, on that date to receive a consent fee equal to 1.0% of the principal amount of the notes validly tendered if the merger is completed.

In connection with the extension of and amendment to the exchange offer, a prospectus supplement has been filed with the SEC and will be mailed, along with a new letter of transmittal, to holders of the notes on or about April 26, 2004. Except as described in the prospectus supplement, the terms of the exchange offer remain the same.

As a result of the successful completion of the consent solicitation, Titan has entered into a supplemental indenture with the indenture trustee to effect the proposed amendments to the indenture and the registration rights agreement relating to the notes. Accordingly, the proposed amendments to the indenture and the registration rights agreement are effective, and the previously tendered consents are irrevocable. The proposed amendments will not become operative, however, until immediately prior to the completion of Titan’s merger with Lockheed Martin. If the merger is completed, Lockheed Martin will guarantee Titan’s obligations as the obligor of the notes. If the merger is not completed, the amendments will not become operative and Lockheed Martin will not become a guarantor of the notes. Until that time, the indenture and

the registration rights agreement, without giving effect to the proposed amendments, will continue to govern Titan’s obligations.

As of the close of business on April 23, 2004, approximately 100% of the $200,000,000 aggregate principal amount of notes issued and outstanding had been tendered for exchange with Deutsche Bank Trust Company Americas, the exchange agent for the exchange offer and consent solicitation. Approximately 99.2% of the tendered notes were accompanied by consents delivered pursuant to the consent solicitation.

Additional Information About the Merger and Where to Find It

Titan has filed a new set of preliminary proxy materials with the SEC in connection with the special meeting of stockholders to be held on or after June 7, 2004 for consideration of the proposed merger with Lockheed Martin. Stockholders of Titan and investors are urged to read the definitive proxy materials Titan will file with the SEC and other relevant materials before making any voting decision with respect to the proposed merger because these materials contain important information about Lockheed Martin, Titan and the proposed merger. Documents filed by Lockheed Martin or Titan with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, stockholders and investors may obtain free copies of the documents filed with the SEC by Lockheed Martin by contacting Lockheed Martin Investor Relations, 6801 Rockledge Drive, Bethesda, MD 20817, (301) 897-6598. Stockholders and investors may obtain free copies of the documents filed with the SEC by Titan by contacting Titan Investor Relations, 3033 Science Park Rd., San Diego, CA 92121, (858) 552-9848.

Lockheed Martin and Titan, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies of Titan stockholders in connection with the proposed merger. Stockholders and investors may obtain more detailed information regarding the names, affiliations and interests of those persons in the solicitation by reading the proxy materials.

About Titan

Headquartered in San Diego, The Titan Corporation is a leading provider of comprehensive information and communications systems solutions and services to the Department of Defense, intelligence agencies, and other federal government customers. As a provider of national security solutions, the company has approximately 12,000 employees and annualized sales of approximately $2.0 billion.

Forward-Looking Statements

The statements contained in this release, which are not historical facts, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. Closing of Titan’s proposed merger with Lockheed Martin is subject to approval of Titan’s stockholders, the absence of any material adverse change in Titan and other closing conditions set forth in the amended merger agreement. Risks

and uncertainties include risks associated with the proposed merger between Lockheed Martin and Titan and other risks described in the companies’ SEC filings.

Media Contact:

Wil Williams, Vice President Corporate Communications

(858) 552-9724 or wwilliams@titan.com

Investor Relations Contact:

Laura Catalino, Vice President Investor Relations

(858) 552-9848 or invest@titan.com

If you would like to receive press releases via electronic mail,

please contact: invest@titan.com

For more information on The Titan Corporation,

please visit our website at: www.titan.com

or visit Titan’s investor page at: www.titan.com/investor