<PAGE>
As filed with the Securities and Exchange Commission on April 30, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TENERA, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3213541
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Market Plaza
Spear Street Tower, Suite 1850
San Francisco, California 94105-1018
(Address of Principal Executive Offices) (Zip Code)
1993 OUTSIDE DIRECTOR COMPENSATION
AND OPTION PLAN, AMENDED AND RESTATED
AS OF MARCH 1, 1998
(Full title of the plan)
Robert C. McKay
Chief Executive Officer and President
TENERA, Inc.
Spear Street Tower, Suite 1850
One Market Plaza
San Francisco, California 94105
(415) 536-4744
(Name, address and telephone number of agent for service)
Copy to:
ELIZABETH A. KING, ESQ.
Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, California 90401
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Amount Proposed Maximum
Securities of Shares Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered per Share Price Fee
<S> <C> <C> <C> <C> <C>
Common Stock,
par value $0.01 per share 300,000(1) $1.22(2) $366,000(2) $107.97
</TABLE>
(1) Represents shares of Common Stock ("Common Stock") of TENERA, Inc. (the
"Company" or "Registrant") issuable upon exercise of options granted or
to be granted pursuant to the Company's 1993 Outside Director
Compensation and Option Plan, Amended and Restated as of March 1, 1998.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the amount of the registration fee on the basis of the average of the
high and low market prices of a share of Common Stock of the Company
on the American Stock Exchange on April 26, 1999.
(i)
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Items 1
and 2 of Part I of Form S-8 will be sent or given to plan participants as
specified in Rule 428(b)(1) and, in accordance with the instructions to Part I,
are not filed with the Commission as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with
the Securities and Exchange Commission are hereby incorporated by reference:
Item 3(a)
The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
Item 3(b)
Item 1 of the Registrant's Registration Statement on
Form 8-A (Registration No. 1-09812) filed with the
Commission on June 6, 1995, pursuant to Section 12 of
the Securities Exchange Act of 1934.
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,
prior to the filing of a post-effective amendment which indicates that all
securities offered 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 part hereof from the date of filing such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Company's Common Stock
registered hereunder will be passed upon for the Company by Bryan Cave LLP,
Santa Monica, California.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the
"Delaware Law") permits a corporation to provide in its certificate of
incorporation that directors of the corporation shall not be personally liable
to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for payments of unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) for any transaction from which the
director derived an improper personal benefit. The Company's Certificate of
Incorporation contains such a provision.
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<PAGE>
Section 145 of the Delaware Law provides that a corporation
may indemnify directors and officers as well as other employees and individuals
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation - a "derivative action"), if they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action, and the statute requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. Under Section 145, a
corporation shall indemnify an agent of the corporation for expenses actually
and reasonably incurred if and to the extent such person was successful on the
merits in a proceeding or in defense of any claim, issue or matter therein.
The limitation of liability contained in the Registrant's
Certificate of Incorporation is consistent with Delaware Law Section 102(b)(7).
The Registrant in its Bylaws has provided for indemnification of its officers,
directors, employees and other agents substantially identical to that permitted
under Section 145 of the Delaware Law. Section 145 of the Delaware Law provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, shareholder vote,
agreement or otherwise. The Company has purchased, and intends to maintain,
insurance protection for its directors and officers against certain liabilities
arising out of the discharge of their duties. In addition, the Company has
entered into agreements with certain of its directors and executive officers
providing for indemnification against liabilities arising from claims against
them in their capacities as directors and executive officers of the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number
4.1 1993 Outside Director Compensation and Option Plan, Amended and
Restated as of March 1, 1998
5.1 Opinion of Bryan Cave LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see page 4 of this Registration Statement)
Item 9. Undertakings.
(a) The undersigned 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:
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<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(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;
(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 by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the 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
of 1933 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
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than 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 whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 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 of 1933, 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 Francisco, State of California, on April 29, 1999.
TENERA, INC.
By: /s/ ROBERT C. MCKAY
--------------------------------------
Robert C. McKay,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert C. McKay and Jeffrey R.
Hazarian, or either of them, his attorneys-in-fact and agents, each with full
power of substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all 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 each of
said attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing requisite and necessary to be done in connection
with this Registration Statement, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that either of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Director, Chief Executive
Officer and President
/s/ ROBERT C. McKAY (Principal Executive Officer) April 29, 1999
- -------------------------
Robert C. McKay
Director,
Chief Financial Officer,
Executive Vice President,
and Corporate Secretary
/s/ JEFFREY R. HAZARIAN (Principal Financial Officer) April 29, 1999
- -------------------------
Jeffrey R. Hazarian
/s/ DELBERT F. BUNCH Director April 29, 1999
- -------------------------
Delbert F. Bunch
/s/ WILLIAM A. HASLER Director April 29, 1999
- -------------------------
William A. Hasler
/s/ THOMAS S. LOO Director April 29, 1999
- -------------------------
Thomas S. Loo
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<PAGE>
Signature Title Date
/s/ ANDREA W. O'RIORDAN Director April 29, 1999
- -------------------------
Andrea W. O'Riordan
/s/ GEORGE L. TURIN Director April 29, 1999
- -------------------------
George L. Turin
Controller & Treasurer
/s/ JAMES A. ROBISON, JR. (Principal Accounting Officer) April 29, 1999
------------------------
James A. Robison, Jr.
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<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
4.1 1993 Outside Director Compensation and Option Plan,
Amended and Restated as of March 1, 1998 7
5.1 Opinion of Bryan Cave LLP 13
23.1 Consent of Ernst & Young LLP 15
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see page 4 of this Registration Statement)
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<PAGE>
EXHIBIT 4.1
TENERA, INC.
1993 OUTSIDE DIRECTOR COMPENSATION AND OPTION PLAN
Amended and Restated as of March 1, 1998
1. Purpose of the Plan.
The purpose of this 1993 Outside Director Compensation and Option Plan,
as Amended and Restated as of March 1, 1998, is to provide for the fair
compensation of Outside Directors of the Company; to encourage ownership of
Common Stock of the Company by Outside Directors of the Company; to provide an
additional incentive for such Outside Directors to continue in service to the
Company; and to promote the success of the Company's business. It is anticipated
that the Plan will assist the Company in attracting and retaining directors
capable of making valuable contributions to the long-term success of the
Company. It is the intent of the Company to reduce over several years the cash
annual retainer for Outside Directors and grant Options for shares of Common
Stock in lieu thereof pursuant to the Plan.
2. Effective Date of Plan.
The Plan as originally adopted became effective as of March 1, 1994
pursuant to the approval of the General Partner of the Partnership. Pursuant to
the Merger Agreement effecting conversion of the Partnership and Operating
Partnership to corporate form, the Plan was amended and restated as of June 30,
1995 to incorporate revisions necessary to reflect the change to corporate form
and the fact that Options outstanding under the Plan, whether granted before or
after June 30, 1995, relate to Shares of Common Stock of the Company instead of
Units representing limited partner interests of the Partnership.
This Amendment and Restatement is effective as of March 1, 1998 and
increases the number of shares authorized for issuance under the Plan, increases
the number of Shares subject to Annual Grants under the Plan and provides for
Options to be granted to persons who are not Outside Directors on March 1 of a
Plan Year but who are elected or appointed to the Board of Directors as Outside
Directors prior to September 1 of such Plan Year.
3. Definitions.
Unless the context clearly requires a different meaning, the following
words shall have the following meanings when used herein:
(a) "Board of Directors" or "Board" means the Board of Directors of the
Company.
(b) "Common Stock" means the Common Stock, par value $0.01 per share,
of the Company.
(c) "Company" means TENERA, Inc., a Delaware corporation.
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<PAGE>
(d) "Merger" means the merger of TENERA, L.P. (the "Partnership"),
TENERA Operating Company, L.P. (the "Operating Partnership"), and Teknekron
Technology MLP I Corporation (the "General Partner"), with and into TENERA,
Inc., a Delaware corporation, which succeeded to their assets and liabilities.
(e) "Merger Agreement" means the Agreement and Plan of Merger, dated as
of June 6, 1995, among the Company, the Partnership, the Operating Partnership,
and the General Partner approved by the holders of Units of limited partner
interest of the Partnership pursuant to the Partnership's Consent Solicitation
Statement filed with the Securities and Exchange Commission dated June 6, 1995.
(f) "Option" means an option to purchase shares of Common Stock of the
Company granted pursuant to this Plan.
(g) "Outside Director" means a member of the Board of Directors of the
Company who is not otherwise an officer of or employed by the Company or any
affiliate of the Company.
(h) "Plan" means this 1993 Outside Director Compensation and Option
Plan, Amended and Restated as of March 1, 1998, as it may be amended from time
to time.
(i) "Plan Year" means a twelve month period ending February 28 of each
year, commencing with the year ending February 28, 1994.
(j) "Retainer" means the annual base fee, as adjusted from time to
time, paid to Outside Directors as compensation for their service, exclusive of
any fees paid for attendance at any meeting of the Board or a committee thereof.
(k) "Share" means a share of Common Stock.
4. Retainer; Meeting Fees.
Annually the Board of Directors shall establish an annual Retainer
payable to the Outside Directors in cash at such time or times as the Board may
determine appropriate and establish such meeting fees for attendance at Board or
Committee meetings as the Board shall deem appropriate. The Retainer for the
current Plan Year ending February 28, 1994 shall be reduced from $12,000 to
$6,000.
5. Outside Director's Stock Options.
5.1 Shares of Common Stock Subject to Plan.
The maximum number of Shares which may be issued upon exercise
of Options granted under the Plan shall be Three Hundred Thousand (300,000)
Shares. Such Shares may be either issued Shares which shall have been reacquired
by the Company or authorized but unissued Shares as the Board from time to time
may determine. If any outstanding Option under the Plan for any reason expires
or is terminated without having been exercised in full, the Shares allocable to
the unexercised portion of such Option shall again become available for Options
pursuant to the Plan.
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<PAGE>
5.2 Participation in the Plan.
All Outside Directors of the Company are eligible for and
shall automatically participate in the Plan. A director of the Company who is
also an officer or employee of the Company or an affiliate of the Company shall
not be eligible to receive any Options pursuant to the Plan. An Outside Director
who shall have been granted an Option under the Plan may be granted one or more
additional Options provided such Outside Director continues to be eligible to
participate in the Plan.
5.3 Issuance of Options.
On March 1 of each year for so long as there are Shares
available for issuance under the Plan, every Outside Director shall be granted
an option to purchase 12,500 Shares, subject to adjustment annually by the Board
of Directors (the "Annual Grant"). Commencing with the Plan Year beginning on
March 1, 1998 and for so long as there are Shares available for issuance under
the Plan, every person who is not a director of the Company on March 1 of a Plan
Year but who is elected or appointed to the Board of Directors as an Outside
Director prior to September 1 of such Plan Year shall also be granted an Annual
Grant on the date of such election or appointment. The Board of Directors may
increase or decrease the number of Options granted in each Annual Grant prior to
the commencement of the Plan Year for which such Annual Grant is first
effective. If the Board takes no action to adjust the size of the Annual Grant,
the Annual Grant as in effect for the immediately preceding Plan Year shall
remain in effect.
5.4 Option Price.
The purchase price of Shares covered by each Option shall be
equal to 100% of the fair market value of the Shares at the close of trading on
the last trading day prior to the grant date of any Option. Such fair market
value shall be the closing price as reported on the American Stock Exchange, or
if no such closing price is reported, the closing price on the nearest preceding
trading date upon which a sale is reported.
5.5 Term of Options.
Each Option shall expire at 11:59 p.m. (Pacific Time) on the
date which is ten (10) years after the date of grant.
5.6 Exercise of Options.
(a) An Option may be exercised in whole or in part in
accordance with its terms, before the expiration of the term of such Option, at
any time or from time to time after vesting thereof by the Optionee by giving
written notice to the Company, specifying the number of Shares to be purchased
and the Option grant date, by mail or in person addressed to the Chief Financial
Officer of the Company, 2001 Center Street, Berkeley, California 94704. Each
Annual Grant shall vest and shall first become exercisable one year after the
date of grant. The number of Shares as to which the Option may be exercised
shall be cumulative, so that once the Option shall become exercisable as to any
Shares it shall continue to be exercisable as to such Shares, until expiration
or termination of the Option as provided herein. No exercise of an Option may be
for less than 100 Shares, unless such lesser amount is the entire number of
Shares then available for exercise.
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<PAGE>
(b) The purchase price of the Shares purchased upon exercise
of an Option shall be paid at the time any notice of exercise is given (i) in
full in cash at the time of the exercise; (ii) with shares of the Common Stock
of the Company; or (iii) any combination of cash and shares of the Common Stock
of the Company. In the event that an Option is exercised in full or in part with
shares of the Common Stock of the Company, such Shares shall be valued at 100%
of the fair market value of the Shares at the close of trading on the last
trading day prior to the exercise of such Option. Such fair market value shall
be the closing price as reported on the American Stock Exchange, or if no such
closing price is reported, the closing price on the nearest preceding trading
date upon which a sale is reported.
(c) Whenever the Company issues or transfers Shares under the
Plan, the Company shall have the right to require the Outside Director to remit
to the Company an amount sufficient to satisfy any federal, state and local
withholding tax requirements prior to the delivery of any certificates for such
Shares.
(d) Upon notice from the Company, the Company's transfer agent
shall, on behalf of the Company, prepare a certificate representing such Shares
acquired pursuant to exercise of the Option, register the Optionee as the owner
of such Shares on the books of the Company and cause the fully executed
certificate to be delivered to the Optionee as soon as practicable after payment
of the option price in full. The holder of an Option shall not have any of the
rights of a Stockholder with respect to the Shares covered by the Option until
and to the extent that the Option shall have been duly exercised.
5.7 Nontransferability of Options.
An Option shall not be transferable other than by will or the
laws of descent and distribution, and an Option may be exercised during the
lifetime of the Outside Director only by the Outside Director. No Option or
interest therein may be transferred, assigned, pledged or hypothecated by the
Optionee during his lifetime, by operation of law or otherwise, or be made
subject to execution, attachment or similar process.
5.8 Termination of Service.
(a) In the event that an Optionee ceases to be a member of the
Board for any reason other than death or disability (as determined by the Board
of Directors), any then unvested Options shall immediately terminate and become
void, and any Option which has then vested but remains unexercised shall remain
exercisable pursuant to its terms until the expiration date of the Option.
(b) In the event that an Optionee ceases to be a member of the
Board by reason of death or disability (as determined by the Board of
Directors), any then unvested Options shall immediately vest and all vested
Options remain exercisable pursuant to their terms at any time until the
expiration date of such Option.
5.9 Adjustments Upon Changes in Capitalization.
In the event that the outstanding shares of the Common Stock
of the Company are changed into or exchange for a different number or kind of
securities of the Company or of another corporation or other entity by reason of
any reorganization, merger, consolidation, recapitalization or reclassification,
or in the event of a stock split, combination or distributions payable in
Shares, automatic adjustment shall be made in the number and kind of Shares as
to which outstanding Options shall be exercisable and in the available
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<PAGE>
securities set forth in Section 5.1 hereof, to the end that the proportionate
interest of the Optionee shall be maintained as before the occurrence of such
event. Such adjustment in outstanding Options shall be made without change in
the total price applicable to the unexercised portion of such Options and with a
corresponding adjustment in the Option price per Share. If an Option hereunder
shall be assumed, or a new Option substituted therefor, as a result of sale of
the Company, whether by merger, consolidation or sale of property or securities,
then membership on the Board of Directors of such assuming or substituting
corporation or by a parent corporation or subsidiary therefor shall be
considered for purposes of an Option to be membership on the Board of Directors
of the Company.
6. Transfer Limitations Upon Exercise.
As part of the consideration for and as a condition to each Annual
Grant and the issuance of Shares upon exercise of an Option, the Outside
Director shall not sell, transfer, pledge, encumber or otherwise dispose of more
than fifty percent (50%) of the Shares subject to each Annual Grant prior to the
date which is six (6) months after the date on which such Outside Director is no
longer a director of the Company. Notwithstanding the above limitation on
transferability of Shares acquired upon exercise of an Option, in the event of
the death or disability of the Outside Director as referenced in Section 5.8(b),
all such Shares shall be freely transferable by the Outside Director or his or
her legal representative or heirs, as the case may be, subject to all applicable
federal and state securities laws. The Company may issue such instructions as it
deems appropriate to its transfer agent to evidence the limitations on
transferability of such Shares, including, without limitation, appropriate
legends on certificates representing the Shares acquired upon exercise of an
Option and "stop transfer" instructions with respect thereto.
7. Termination and Amendment of the Plan.
No Option shall be granted under the Plan after ten years from the date
the Plan is adopted by the Board of Directors. The Board may at any time prior
to or after that date suspend or terminate the Plan. No such termination or
suspension shall impair, without the consent of the Optionee, any Option
theretofore granted to such Optionee under the Plan or deprive such Optionee of
any Shares which he or she may have acquired under the Plan. Any Option
outstanding at the time of termination of the Plan shall remain in effect
subject to the provisions of this Plan until the Option shall have been
exercised or shall have expired. The Board may at any time modify or amend the
Plan provided that no such modification impairs, without the consent of the
Optionee, any Option theretofore granted.
8. Administration of the Plan.
The Plan is intended to be self-operative to the maximum extent
consistent with prudent business practice and no separate agreement evidencing
any Annual Grant shall be required.
9. Regulatory Matters.
(a) Each Option granted under the Plan shall be subject to the
requirement that if at any time the Board shall determine, in its discretion,
that the listing, registration or qualification of the shares of the Common
Stock subject to such Option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Option or the issue or purchase of Shares thereunder, no such Option may be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Board.
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<PAGE>
(b) The Company shall have no obligation to deliver any certificates
representing Shares upon exercise of an Option until one of the following
conditions has been satisfied:
(i) The issuance of the Shares with respect to which the
Option has been exercised has been registered under
applicable federal and state securities laws; or
(ii) Counsel for the Company shall have given an opinion
that such issuance of Shares is exempt from
registration under applicable federal and state
securities laws; and
(iii) The Company has complied with all applicable laws and
regulations, including, without limitation, all
regulations of the American Stock Exchange or any
other exchange on which the Company's Common Stock is
then listed for trading.
(c) The Company shall use its best efforts to bring about compliance
with the above conditions within a reasonable time, except that the Company
shall be under no obligation to cause a registration statement or post-effective
amendment of any registration statement to be prepared at its expense solely for
the purposes of covering the issuance of Shares pursuant to the exercise of an
Option.
(d) The Company may require the Optionee to deliver written
representations and warranties upon exercise of an Option that are necessary or
appropriate to show compliance with federal and state securities laws, including
representations to the effect that a purchase of Shares under the Option is made
for investment and not with a view to their distribution (as that term is used
in the Securities Act of 1933, as amended).
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<PAGE>
EXHIBIT 5.1
Bryan Cave LLP
120 Broadway, Suite 500
Santa Monica, CA 90401-2305
Telephone: (310) 576-2100
Facsimile: (310) 576-2200
April 29, 1999
TENERA, Inc.
Spear Street Tower, Suite 1850
One Market Plaza
San Francisco, California 94105-1018
Re: TENERA, Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as securities counsel for TENERA, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933 to be filed with the Securities and Exchange Commission
(the "Commission") on April 30, 1999, in connection with the registration of
300,000 shares of the Company's Common Stock, par value $0.01 per share
(collectively, the "Shares"), issuable upon the exercise of options granted or
to be granted under the Company's 1993 Outside Director Compensation and Option
Plan, Amended and Restated as of March 1, 1998 (the "Plan").
In connection with the preparation of the Registration
Statement and the proposed issuance and sale of the Shares in accordance with
the Plan and the Form S-8 prospectus to be delivered to participants in the
Plan, we have made certain legal and factual examinations and inquiries and
examined, among other things, such documents, records, instruments, agreements,
certificates and matters as we have considered appropriate and necessary for the
rendering of this opinion. We have assumed for the purpose of this opinion the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies, and the
genuineness of the signatures thereon. As to various questions of fact material
to this opinion, we have, when relevant facts were not independently
established, relied, to the extent deemed proper by us, upon certificates and
statements of officers and representatives of the Company.
Based on the foregoing and in reliance thereon, it is our
opinion that the Shares have been duly authorized and, when issued and sold in
accordance with the Plan and the prospectus to be delivered to participants in
the Plan, the Shares will be validly issued, fully paid and nonassessable.
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<PAGE>
We hereby consent to the inclusion of our opinion as Exhibit
5.1 to the Registration Statement and further consent to the reference to this
firm in the Registration Statement. In giving this consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Commission thereunder.
This opinion is rendered solely for your benefit in accordance
with the subject transaction and is not to be otherwise used, circulated, quoted
or referred to without our prior written consent. We are opining herein only as
to the internal (and not the conflict of law) laws of the State of Delaware, and
we assume no responsibility as to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction.
Very truly yours,
/s/ BRYAN CAVE LLP
BRYAN CAVE LLP
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<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1993 Outside Director Compensation and Option Plan, as
amended, of TENERA, Inc. of our report dated January 22, 1999, with respect to
the consolidated financial statements of TENERA, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Francisco, California
April 28, 1999
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