<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1996
REGISTRATION NO. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
TETRA TECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4148514
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
670 North Rosemead Boulevard
Pasadena, California 91107
(818) 449-6400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-----------------
Employee Stock Purchase Plan
(Full Title of the Plan)
LI-SAN HWANG
President and Chief Executive Officer
TETRA TECH, INC.
670 North Rosemead Boulevard
Pasadena, California 91107
(818) 449-6400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------
COPIES TO:
JANIS B. SALIN, ESQ.
Riordan & McKinzie
300 South Grand Avenue, 29th Floor
Los Angeles, California 90071
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE/(1)/ OFFERING PRICE/(1)/ FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 562,500
par value per share) shares $19.875 $11,179,688 $3,856
================================================================================================
</TABLE>
/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices on
September 9, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Company with the
Commission, as noted below, are incorporated by reference into this Registration
Statement:
(1) The Annual Report on Form 10-K for the fiscal year ended October
1, 1995;
(2) The Quarterly Report on Form 10-Q for the quarter ended December
31, 1995;
(3) The Quarterly Report on Form 10-Q for the quarter ended March 31,
1996;
(4) The Quarterly Report on Form 10-Q for the quarter ended June 30,
1996; and
(5) The description of the Common Stock contained in the Registration
Statement on Form 8-A, dated November 7, 1991.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, and prior to the filing of a post-effective
amendment to the Registration Statement that indicates that all securities
offered hereby have been sold or that deregisters all such securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents. Any statement contained herein or
in any document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Prospectus, except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Riordan & McKinzie, a Professional Law
Corporation, Los Angeles, California. Certain principals and employees of
Riordan & McKinzie beneficially own shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed 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, partnership, joint venture, trust or
other enterprise. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that he acted in good faith and in a manner he 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 his
conduct was unlawful. A Delaware corporation may indemnify past or present
officers or directors of such corporation or of another corporation or other
enterprise at the former corporation's
II-1
<PAGE>
request, in an action by or in the right of the corporation to procure a
judgment in its favor 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. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, or in
defense of any claim, issue or matter therein, the corporation must indemnify
him against the expenses (including attorneys' fees) which he actually and
reasonably incurred in connection therewith.
The Company's Restated Certificate of Incorporation and Bylaws provide
that the Company will indemnify its directors and officers to the fullest extent
permitted by Delaware law. In addition, the Company's Restated Certificate of
Incorporation and Bylaws provide that, pursuant to Delaware law, its directors
shall not be liable for monetary damages for breach of the directors' fiduciary
duty of care to the Company and its stockholders. The provision in the Restated
Certificate of Incorporation does not eliminate the duty of care and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Company, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the Federal securities laws or
state or Federal environmental laws.
The Company maintains officer and director liability insurance for the
benefit of the officers and directors of the Company and its subsidiaries. Such
insurance policy insures such directors and officers against certain liabilities
incurred by reason of certain conduct in their capacities as directors or
officers.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1* Tetra Tech, Inc. Employee Stock Purchase Plan.
5.1* Opinion of Riordan & McKinzie as to the legality of the Common Stock
registered hereby.
23.1* Consent of Riordan & McKinzie - contained in the opinion filed as
Exhibit 5.1.
23.2* Consent of Deloitte & Touche LLP.
- --------------------------
*Filed with this registration statement.
ITEM 9. UNDERTAKINGS.
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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended (the "1933 Act");
II-2
<PAGE>
(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 (i) and (ii) above 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, as amended
(the "1934 Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the 1933
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) 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.
Insofar as indemnification for liabilities under the 1933 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 1933 Act 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 1933 Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Pasadena, State of California, on this 9th day of
September, 1996.
TETRA TECH, INC.
By: /s/ Li-San Hwang, Ph.D.
-------------------------------
Li-San Hwang, Ph.D.
Chairman of the Board of Directors,
President and Chief Executive Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Li-San Hwang, Ph.D.
- ---------------------------
Li-San Hwang, Ph.D. Chairman of the Board of Directors, September 9, 1996
President and Chief Executive Officer
(Principal Executive Officer)
/s/ James M. Jaska
- ---------------------------
James M. Jaska Vice President, Chief Financial Officer September 9, 1996
and Treasurer (Principal Financial
and Accounting Officer)
/s/ J. Christopher Lewis
- ---------------------------
J. Christopher Lewis Director September 9, 1996
/s/ Patrick C. Haden
- ---------------------------
Patrick C. Haden Director September 9, 1996
/s/ James J. Shelton
- ---------------------------
James J. Shelton Director September 9, 1996
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1* Tetra Tech, Inc. Employee Stock Purchase Plan.
5.1* Opinion of Riordan & McKinzie as to the legality of the Common
Stock registered hereby.
23.1* Consent of Riordan & McKinzie - contained in the opinion filed as
Exhibit 5.1.
23.2* Consent of Deloitte & Touche LLP.
</TABLE>
- -------------------------
* Filed with this registration statement.
<PAGE>
EXHIBIT 4.1
TETRA TECH, INC.
Employee Stock Purchase Plan
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Article I - Purpose and Effective Date.................................. 1
Article II - Definitions................................................. 1
2.1 Account................................................... 1
2.2 Board..................................................... 1
2.3 Code...................................................... 1
2.4 Committee................................................. 1
2.5 Common Stock.............................................. 1
2.6 Company................................................... 1
2.7 Continuous Employment..................................... 1
2.8 Employee.................................................. 1
2.9 Exchange Act.............................................. 2
2.10 Fair Market Value......................................... 2
2.11 Leave of Absence.......................................... 2
2.12 Purchase Right............................................ 2
2.13 Purchase Right Period..................................... 2
2.14 Participant............................................... 2
2.15 Plan...................................................... 3
2.16 Stockholders.............................................. 3
2.17 Subsidiary................................................ 3
Article III - Eligibility and Participation............................... 3
3.1 Eligibility............................................... 3
3.2 Payroll Withholding....................................... 3
3.3 Limitations............................................... 4
3.4 Granting of Purchase Rights............................... 4
3.5 Establishment of Accounts................................. 5
Article IV - Purchase Rights............................................. 5
4.1 Termination of Purchase Rights............................ 5
4.2 Exercise of Purchase Rights............................... 6
4.3 Termination Event......................................... 6
4.4 Non-Transferability of Purchase Rights.................... 7
Article V - Common Stock................................................ 7
5.1 Shares Subject to Plan.................................... 7
5.2 Adjustment Upon Changes in Capitalization................. 7
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
Article VI - Plan Administration.......................................... 7
6.1 Administration............................................. 7
6.2 Indemnification............................................ 8
Article VII - Amendment and Termination.................................... 9
7.1 Amendment and Termination.................................. 9
7.2 Stockholders Approval...................................... 9
Article VIII - Miscellaneous Matters........................................ 9
8.1 Uniform Rights and Privileges.............................. 9
8.2 Application of Proceeds.................................... 9
8.4 No Additional Rights....................................... 9
8.5 Governing Law.............................................. 10
</TABLE>
ii
<PAGE>
TETRA TECH, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
PURPOSE AND EFFECTIVE DATE
The purpose of the Plan is to provide employment incentives for, and to
encourage stock ownership by, Employees of Tetra Tech, Inc. or any Subsidiary
who maintains the Plan in order to increase their proprietary interest in the
success of the Company.
The effective date of the Plan is February 8, 1996.
ARTICLE II
DEFINITIONS
Whenever capitalized in the text, the following terms shall have the
meanings set forth below.
2.1 "ACCOUNT" shall mean the account established pursuant to Section 3.5
-------
below to hold a Participant's contributions to the Plan.
2.2 "BOARD" shall mean the Board of Directors of Tetra Tech, Inc.
-----
2.3 "CODE" shall mean the Internal Revenue Code of 1986, as amended from
----
time to time.
2.4 "COMMITTEE" shall mean the Board of Tetra Tech, Inc. or a committee
---------
designated by the Board to administer the Plan. The Board may appoint and
remove members of the Committee at any time.
2.5 "COMMON STOCK" shall mean the common stock of Tetra Tech, Inc.
------------
2.6 "COMPANY" shall mean Tetra Tech, Inc., a Delaware corporation, as well
-------
as any Subsidiary whose employees participate in the Plan with the consent of
the Board.
2.7 "CONTINUOUS EMPLOYMENT" shall mean uninterrupted employment with the
---------------------
Company. Employment shall not be considered interrupted because of:
(a) Transfers of employment between the Company and a Subsidiary (or
vice versa); or
(b) Any Leave of Absence.
2.8 "EMPLOYEE" shall mean any person employed by the Company. This term
--------
does not include members of the Board unless they are employed by the Company in
a position in addition to their duties as directors.
<PAGE>
2.9 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
------------
amended.
2.10 "FAIR MARKET VALUE" shall be determined in accordance with the
-----------------
following rules.
(a) If the Common Stock is admitted to trading or listed on a
national securities exchange, Fair Market Value shall be the last reported
sale price regular way, or if no such reported sale takes place on that
day, the average of the last reported bid and ask prices regular way, in
either case on the principal national securities exchange on which the
Common Stock is admitted to trading or listed.
(b) If not admitted to trading or listed on any national securities
exchange, Fair Market Value shall be the last sale price on that day of the
Common Stock reported on the Nasdaq National Market of the Nasdaq Stock
Market ("Nasdaq National Market") or, if no such reported sale takes place
on that day, the average of the closing bid and ask prices on that day.
(c) If not included in the Nasdaq National Market, Fair Market Value
shall be the average of the closing bid and ask prices of the Common Stock
on that day reported by the Nasdaq Stock Market, or any comparable system
on that day.
(d) If the Common Stock is not included in the Nasdaq Stock Market or
any comparable system, Fair Market Value shall be the closing bid and ask
prices on that day as furnished by any member of the National Association
of Securities Dealers, Inc. selected from time to time by the Company for
that purpose.
2.11 "LEAVE OF ABSENCE" shall mean an unpaid leave of absence taken in
----------------
accordance with the Company's leave of absence policy. A Participant will not be
considered to have incurred a break in Continuous Employment because of a Leave
of Absence that does not exceed ninety (90) days. If the Leave of Absence
exceeds ninety (90) days, the Participant will be deemed to have incurred a
break in Continuous Employment on the ninety-first (91st) day, unless the
Participant's rights to reemployment are guaranteed by statute or contract.
2.12 "PARTICIPANT" shall mean an Employee who has been granted a Purchase
-----------
Right under the Plan.
2.13 "PLAN" shall mean the Tetra Tech, Inc. Employee Stock Purchase Plan.
----
2.14 "PURCHASE RIGHT" shall mean a stock option granted pursuant to the
--------------
Plan.
2.15 "PURCHASE RIGHT PERIOD" shall mean the fifty-two (52) week period
---------------------
designated by the Board. The initial Purchase Right Period shall begin after
February 8, 1996 but no later than April 15, 1996.
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<PAGE>
2.16 "STOCKHOLDERS" shall mean the holders of Common Stock.
------------
2.17 "SUBSIDIARY" shall mean any corporation (other than the Company) in an
----------
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY.
-----------
(a) All Regular Full-Time Employees and all Regular Part-Time
Employees of the Company (as those terms are defined in Tetra Tech Policies
and Procedures Number 13) who are regularly scheduled to work more than
twenty (20) hours per week are eligible to participate in the Plan,
provided they have completed at least three (3) months of Continuous
Employment prior to the first day of the applicable Purchase Right Period.
(b) No Employee may be granted a Purchase Right if the Employee would
immediately thereafter own, directly or indirectly, five percent (5%) or
more of the combined voting power or value of all classes of stock of the
Company or of a Subsidiary. For this purpose, an Employee's ownership
interest shall be determined in accordance with the constructive ownership
rules of Code Section 424(d).
3.2 PAYROLL WITHHOLDING.
-------------------
(a) Employees who have satisfied the eligibility conditions of
Section 3.1 above may enroll as Participants by executing prior to the
commencement of each Purchase Right Period a form provided by the Committee
on which they designate:
(i) The dollar amount (not a percentage of compensation) to be
deducted from their paychecks and contributed to their Accounts for
the purchase of Common Stock, which shall not be less than twenty-five
dollars ($25) per payroll period; and/or
(ii) The amount of funds, if any, which they will contribute at
the beginning of the Purchase Right Period.
-3-
<PAGE>
(b) Once chosen, the rate of contributions for a Purchase Right
Period cannot be increased. However, pursuant to rules and procedures
prescribed by the Committee, a Participant may make additional
contributions to make up any contributions that he or she failed to make
while on a Leave of Absence if the Participant returns to active employment
and contributes those amounts before the end of the Purchase Right Period.
3.3 LIMITATIONS.
-----------
(a) Notwithstanding anything herein to the contrary, a Participant
may not accrue a right to purchase shares of Common Stock under the Plan at
a rate that exceeds four thousand dollars ($4,000) per Purchase Right
Period.
(b) Furthermore, in no event may a Participant accrue a right to
purchase stock under the Plan and under all other employee stock purchase
plans described in Code Section 423 that are maintained by the Company and
its Subsidiaries at a rate that exceeds twenty-five thousand dollars
($25,000) per calendar year.
(c) The dollar limitations of this Section 3.3 apply to the Fair
Market Value of Common Stock determined at the time the Purchase Right is
granted.
3.4 GRANTING OF PURCHASE RIGHTS.
---------------------------
(a) Upon the Employee's completion and return of the enrollment form,
the Committee will, at the commencement of the Purchase Right Period, grant
a Purchase Right to allow the Participant to purchase the number of whole
shares of Common Stock calculated by:
(i) Multiplying the dollar amount of the deduction designated
by the Participant by the number of payroll periods in the Purchase
Right Period;
(ii) Adding the result to the amount of funds (if any) to be
contributed by the Participant with the Plan at the beginning of the
Purchase Right Period (including amounts rolled over from the previous
Purchase Right Period pursuant to Section 4.2(d) below); and
(iii) Dividing this sum by the Fair Market Value of a share of
Common Stock on the first day of the Purchase Right Period.
(b) Notwithstanding the provisions of Paragraph (a) above, the price
at which each share covered by a Purchase Right will be purchased will be
the lesser of:
(i) One hundred percent (100%) of the Fair Market Value of a
share of Common Stock on the first day of the applicable Purchase
Right Period; or
-4-
<PAGE>
(ii) Eighty-five percent (85%) of the Fair Market Value of a
share of Common Stock on the last day of that Purchase Right Period.
(c) In no event will the provisions of Paragraph (b) increase the
number of shares that can be purchased pursuant to the provisions of
Paragraph (a) above. Any Participant contributions in excess of those
needed to purchase the maximum number of shares determined under Paragraph
(a) above will either be applied to any subsequent Purchase Right Period or
be refunded to the Participant pursuant to the rules of Section 4.2(d)
below.
3.5 ESTABLISHMENT OF ACCOUNTS.
-------------------------
(a) All amounts contributed by the Participant to the Plan (whether
by means of payroll withholding or a lump sum advance contribution) will be
deposited into a separate Account maintained for the Participant. No
interest will be earned on those contributions.
(b) A Participant may not withdraw any amounts from his or her
Account without terminating his or her Purchase Right pursuant to Section
4.1 below.
ARTICLE IV
PURCHASE RIGHTS
4.1 TERMINATION OF PURCHASE RIGHTS.
------------------------------
(a) Upon the termination of a Purchase Right, all amounts held in the
Participant's Account shall be refunded to the Participant.
(b) A Participant may withdraw from the Plan at any time prior to the
last day of the Purchase Right Period by submitting written notice to the
Company. The Participant's Purchase Right shall terminate upon his or her
withdrawal from the Plan.
(c) A Purchase Right shall terminate automatically if the Participant
holding the Purchase Right ceases to be employed by the Company for any
reason (including by reason of an extended Leave of Absence under Section
2.11 above) prior to the last day of the Purchase Right Period.
(d) Notwithstanding the provisions of Paragraph (a) above, in the
event that a Participant ceases making contributions during a Purchase
Right Period, the Participant may elect to leave his or her prior
contributions in the Plan to be used to purchase Common Stock at the end of
the Purchase Right Period. However, in no event can a Participant:
-5-
<PAGE>
(i) Reduce (but not eliminate) his or her contributions during
a Purchase Right Period; or
(ii) Suspend his or her contributions and recommence making
them in the same Purchase Right Period, unless due to a Leave of
Absence.
4.2 EXERCISE OF PURCHASE RIGHTS.
---------------------------
(a) Unless previously terminated, Purchase Rights will be
automatically exercised on the last day of the Purchase Right Period.
(b) Except as provided in Section 3.2(b) above, payment for shares to
be purchased at the termination of the Purchase Right Period may only be
made from funds:
(i) Deposited at the beginning of a Purchase Right Period;
and/or
(ii) Accumulated through payroll deductions made during the
Purchase Right Period.
(c) If the amount in the Participant's Account at the end of the
Purchase Right Period is insufficient to purchase all the shares covered by
the Purchase Right granted to the Participant, those funds will be used to
purchase as many whole shares as possible.
(d) If the balance of the Participant's Account on the date of
purchase exceeds the purchase price of the whole number of shares to be
acquired, the surplus shall be applied to any subsequent Purchase Right
Period, unless the Participant elects to receive a refund in accordance
with rules and procedures prescribed by the Committee. Of course, any funds
remaining after the last Purchase Right Period will automatically be
refunded to the Participant.
(e) Stock certificates for the whole number of shares of Common Stock
will be distributed as soon as reasonably possible following the date of
the exercise of the Purchase Right.
4.3 TERMINATION EVENT. The following provisions of this Section 4.3 shall
-----------------
apply, notwithstanding anything herein to the contrary.
(a) A "Termination Event" shall be deemed to occur as a result of (i)
a transaction in which the Company will cease to be an independent
publicly-owned corporation or (ii) a sale or other disposition of all or
substantially all the assets of the Company.
-6-
<PAGE>
(b) All Purchase Rights shall be automatically exercised immediately
preceding the Termination Event. In such an event, the Fair Market Value of
the Common Stock on that date for purposes of Section 3.4(b)(ii) above
shall be deemed to be the consideration paid for the Common Stock in the
transaction.
4.4 NON-TRANSFERABILITY OF PURCHASE RIGHTS. A Purchase Right may not be
--------------------------------------
assigned or otherwise transferred by a Participant other than by will and the
laws of descent and distribution. During the lifetime of the Participant, the
Purchase Right may be exercised only by the Participant.
ARTICLE V
COMMON STOCK
5.1 SHARES SUBJECT TO PLAN.
----------------------
(a) The maximum number of shares of Common Stock which may be issued
under the Plan is four hundred fifty thousand (450,000) shares, subject to
adjustment under Section 5.2 below.
(b) If any outstanding Purchase Right is terminated for any reason
prior to its exercise, the shares allocable to the Purchase Right may again
become subject to purchase under the Plan.
(c) The Common Stock issuable under the Plan may be previously
unissued or may have been reacquired by the Company in the open market (or
otherwise).
5.2 ADJUSTMENT UPON CHANGES IN CAPITALIZATION. A proportionate adjustment
-----------------------------------------
shall be made by the Committee in the number, price, and kind of shares subject
to outstanding Purchase Rights if the outstanding shares of Common Stock are
increased, decreased, or exchanged for different securities, through
reorganization, recapitalization, reclassification, stock split, stock dividend,
or other similar transaction not constituting a Termination Event under Section
4.3 above.
ARTICLE VI
PLAN ADMINISTRATION
6.1 ADMINISTRATION.
--------------
(a) The Plan shall be administered by the Committee. The Committee
shall have authority to:
-7-
<PAGE>
(i) Interpret the Plan;
(ii) Prescribe rules and procedures relating to the Plan; and
(iii) Take all other actions necessary or appropriate for the
administration of the Plan.
(b) A majority of the members of the Committee shall constitute a
quorum, and any action shall constitute the action of the Committee if it
is authorized by:
(i) A majority of the members present at any meeting; or
(ii) All of the members in writing without a meeting.
(c) All decisions of the Committee shall be final and binding on all
Participants.
(d) No member of the Committee shall be liable for any action or
inaction made in good faith with respect to the Plan or any Purchase Right
granted under it.
6.2 INDEMNIFICATION.
---------------
(a) To the maximum extent permitted by law, the Company shall
indemnify each member of the Committee and every other member of the Board,
as well as any other Employee with duties under the Plan, against all
liabilities and expenses (including any amount paid in settlement or in
satisfaction of a judgment) reasonably incurred by the individual in
connection with any claims against the individual by reason of the
performance of his or her duties under the Plan. This indemnity shall not
apply, however, if:
(i) It is determined in the action, lawsuit, or proceeding
that the individual is guilty of gross negligence or intentional
misconduct in the performance of those duties; or
(ii) The individual fails to assist the Company in defending
against any such claim.
(b) Notwithstanding the above, the Company shall have the right to
select counsel and to control the prosecution or defense of the suit.
Furthermore, the Company shall not be obligated to indemnify any individual
for any amount incurred through any settlement or compromise of any action
unless the Company consents in writing to the settlement or compromise.
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<PAGE>
ARTICLE VII
AMENDMENT AND TERMINATION
7.1 AMENDMENT AND TERMINATION. The Board may amend or terminate the
-------------------------
Plan at any time by means of written action, except with respect to outstanding
Purchase Rights. Furthermore, the Board may elect to suspend or recommence the
Plan following the end of any Purchase Right Period.
7.2 STOCKHOLDERS APPROVAL.
---------------------
(a) No shares of Common Stock shall be issued under the Plan unless
the Plan is approved by the Stockholders within twelve (12) months before
or after the date of the adoption of the Plan by the Board.
(b) If the Plan is not approved by the Stockholders within the time
period specified in Paragraph (a) above, the Plan and all Purchase Rights
issued under the Plan will terminate and all contributions will be refunded
to the Participants. The approval by the Stockholders must relate to:
(i) The class of individuals who may be Participants; and
(ii) The aggregate number of shares to be granted under the
Plan.
If either of those items are changed, approval of the Stockholders must
again be obtained.
ARTICLE VIII
MISCELLANEOUS MATTERS
8.1 UNIFORM RIGHTS AND PRIVILEGES. The rights and privileges of all
-----------------------------
Participants under the Plan shall be the same.
8.2 APPLICATION OF PROCEEDS. The proceeds received by the Company from
-----------------------
the sale of Common Stock pursuant to Purchase Rights may be used for any
corporate purpose.
8.3 NOTICE OF DISQUALIFYING DISPOSITION. A Participant must notify the
-----------------------------------
Company if the Participant disposes of stock acquired pursuant to the Plan prior
to the expiration of the holding periods required to qualify for long-term
capital gains treatment on the sale.
8.4 NO ADDITIONAL RIGHTS.
--------------------
(a) Neither the adoption of this Plan nor the granting of any
Purchase Right shall:
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<PAGE>
(i) Affect or restrict in any way the power of the Company to
undertake any corporate action otherwise permitted under applicable
law; or
(ii) Confer upon any Participant the right to continue to be
employed by the Company, nor shall it interfere in any way with the
right of the Company to terminate the employment of any Participant at
any time, with or without cause.
(b) No Participant shall have any rights as a Stockholder with
respect to the shares covered by a Purchase Right until the time at which
the Fair Market Value of the Common Stock is determined on the last day of
the Purchase Right Period in which the shares were purchased.
(c) No adjustments will be made for cash dividends or other rights
for which the record date is prior to the date of the exercise of the
Purchase Right.
8.5 GOVERNING LAW.
-------------
(a) The Plan and all actions taken under it shall be governed by and
construed in accordance with the laws of the State of Delaware.
(b) The provisions of this Plan shall be interpreted in a manner that
is consistent with this Plan satisfying the requirements of Code Section
423.
To signify its adoption of the Plan, the Company has caused its execution.
TETRA TECH, INC.,
A DELAWARE CORPORATION
BY: /s/ James M. Jaska
---------------------------------
ITS: Chief Financial Officer
---------------------------------
DATE: September 5, 1996
---------------------------------
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<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF RIORDAN & MCKINZIE]
September 9, 1996
21.088.001
Tetra Tech, Inc.
670 North Rosemead Boulevard
Pasadena, California 91107
Ladies and Gentlemen:
You have requested our opinion with respect to 562,500 shares of the Common
Stock, $.01 par value per share (the "Shares"), of Tetra Tech, Inc., a Delaware
corporation (the "Company"), which Shares are to be issued pursuant to the terms
of the Company's Employee Stock Purchase Plan (the "Plan"). The Shares are the
subject of a Registration Statement on Form S-8 (the "Registration Statement"),
to which this opinion is attached as an exhibit, to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended.
We have examined the Company's Restated Certificate of Incorporation and
Bylaws, each as amended to date, the corporate minute books and the Plan. We
have also examined the records of corporate proceedings taken in connection with
the approval of the Plans and the proposed offer and sale of Common Stock in
connection therewith.
Based upon the foregoing it is our opinion that subject to compliance with
the applicable state securities and "blue sky" laws, we are of the opinion that,
upon issuance of the Shares, the receipt by the Company of the consideration
therefor in accordance with the terms of the Plan, and due execution and
delivery of certificates evidencing the Shares, the Shares will be duly
authorized, validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Riordan & McKinzie
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
Tetra Tech, Inc. on Form S-8 of our reports dated November 14, 1995, appearing
in and incorporated by reference in the Annual Report on Form 10-K of Tetra
Tech, Inc. for the year ended October 1, 1995.
/s/ Deloitte & Touche LLP
Los Angeles, California
September 4, 1996
