<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1997
REGISTRATION NO. 333-26199
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
AMENDMENT NO. 1
TO
FORM S-3
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 (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
670 NORTH ROSEMEAD BOULEVARD
PASADENA, CALIFORNIA 91107
(626) 351-4664
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
-------------------
LI-SAN HWANG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TETRA TECH, INC.
670 NORTH ROSEMEAD BOULEVARD
PASADENA, CALIFORNIA 91107
(626) 351-4664
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------
COPIES TO:
JANIS B. SALIN
Riordan & McKinzie
300 South Grand Avenue
29th Floor
Los Angeles, California 90071
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE (1)
============================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value... 108,650 shares $22.125 $2,403,882 $729
============================================================================================================
</TABLE>
(1) Of this amount, $306 was paid with the initial filing of the Registration
Statement on April 30, 1997 (based on the initial amount to be registered of
70,217 shares and the initial proposed maximum offering price per share of
$14.375), and $423 is being paid herewith (based on the 38,433 additional
shares to be registered and the current proposed maximum offering price of
$22.125.) Calculated pursuant to Rule 457, based on the average of the high
and low sales prices, $22.875 and $21.375, respectively, on June 25, 1997 as
reported on the Nasdaq National Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS SUBJECT TO COMPLETION
DATED JUNE 27, 1997
TETRA TECH, INC.
108,650 SHARES OF COMMON STOCK
------------------------
The 108,650 shares (the "Shares") of Common Stock, par value $.01 per share
("Common Stock"), of Tetra Tech, Inc. ("Tetra Tech" or the "Company") offered
hereby are to be sold by the persons named herein under "Selling
Stockholders."
INVESTORS SHOULD CONSIDER THE INFORMATION SET FORTH IN THIS
PROSPECTUS BEGINNING ON PAGE 4 UNDER "RISK FACTORS" PRIOR TO PURCHASE.
Holders of the Shares may resell the Shares from time to time in
transactions on the Nasdaq National Market, and may sell the Shares through a
broker or brokers or in the over-the-counter market at prices prevailing on such
exchange or over-the-counter market, as appropriate, at the times of such sales.
The Selling Stockholders may also make private sales directly or through such
broker or brokers. See "Plan of Distribution." Sales of the Shares may be
effected by selling such securities to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the sellers thereof. Such sellers and any broker-dealer who
acts in connection with the sales of Shares may be deemed to be "underwriters"
as that term is defined in the Securities Act of 1933, as amended (the
"Securities Act"), and any commissions received by them and profit on any resale
of the Shares might be deemed to be underwriting discounts and commissions under
the Securities Act.
None of the proceeds from the sale of the Shares will be received by the
Company. The Company has agreed to bear all expenses (other than underwriting
discounts and selling commissions and fees and expenses of counsel and other
advisors to the Selling Stockholders) in connection with the registration and
sale of the Shares being registered hereby. See "Plan of Distribution."
------------------------
The Common Stock is traded on the Nasdaq National Market under the symbol
"WATR." On June 25, 1997, the reported closing price of the Common Stock on
the Nasdaq National Market was $22.75 per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
No dealer, salesman or other person has been authorized to give any information
or to make any representations not contained or incorporated by reference in
this Prospectus, and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or by any other
person. All information contained in this Prospectus is as of the date of this
Prospectus. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company or in the facts herein set forth since the
date hereof. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any security other than the securities covered
by this Prospectus, nor does it constitute an offer to or solicitation of any
person in any jurisdiction in which such offer or solicitation may not lawfully
be made.
------------------------
THE DATE OF THIS PROSPECTUS IS JULY __, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and the rules and regulations thereunder, and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following Regional Offices of the Commission: Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained by mail from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such reports, proxy statements and other information
concerning the Company are also available for inspection at the offices of The
Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006. In addition
the Commission maintains an Internet site at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all exhibits, schedules, amendments, and supplements
thereto, the "Registration Statement") under the Securities Act with respect to
the Common Stock offered by this Prospectus. This Prospectus, which forms a part
of the Registration Statement, does not contain all the information set forth in
the Registration Statement (certain parts of which have been omitted in
accordance with the rules and regulations of the Commission). For further
information with respect to the Company and the Common Stock, reference is made
to the Registration Statement. Statements contained in this Prospectus as to the
contents of any contract, agreement or other document are not necessarily
complete, and, in each instance, reference is made to the copy of the document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by reference to such exhibit. The Registration
Statement may be inspected and copied at the public reference facilities at the
Commission's offices at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at: Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven
World Trade Center, 13th Floor, New York, New York 10048. Copies of all or any
part thereof may be obtained from such office upon payment of prescribed fees.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates by reference certain documents relating to the
Company which are not delivered herewith. These documents (other than the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such documents) are available without charge, upon oral or
written request by any person, including any beneficial owner, to whom this
Prospectus is delivered, from the Company, 670 N. Rosemead Boulevard, Pasadena,
California 91107-2190, telephone number (626) 351-4664, Attention: Richard A.
Lemmon, Vice President and Secretary.
The following documents have been filed with the Commission pursuant to the
Exchange Act (File No. 0-11695) and are incorporated in this Prospectus by
reference and are made a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended September 29,
1996 (the "Tetra Tech 10-K"), as filed with the Commission on December 30,
1996;
2. Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended
September 29, 1996, as filed with the Commission on March 26, 1997;
3. Report on Form 10-K/A (Amendment No. 2) for the fiscal year ended
September 29, 1996, as filed with the Commission on June 27, 1997;
4. Quarterly Report on Form 10-Q for the fiscal quarter ended December
29, 1996, as filed with the Commission on February 12, 1997;
5. Quarterly Report on Form 10-Q/A (Amendment No. 1) for the fiscal
quarter ended December 29, 1996, as filed with the Commission on June 27,
1997;
6. Quarterly Report on Form 10-Q for the fiscal quarter ended March 30,
1997, as filed with the Commission on May 15, 1997.
7. Quarterly Report on Form 10-Q/A (Amendment No. 1) for the fiscal
quarter ended March 30, 1997, as filed with the Commission on June 27,
1997;
8. Current Report on Form 8-K for event of June 11, 1997, as filed with
the Commission on June 23, 1997;
9. Current Report on Form 8-K/A (Amendment No. 1) for event of June 11,
1997, as filed with the Commission on June 24, 1997;
10. The portions of Tetra Tech's Proxy Statement for the Annual Meeting
of Stockholders held on February 7, 1997 that have been incorporated by
reference into the Tetra Tech 10-K, as filed with the Commission on
January 8, 1997;
11. The portions of Tetra Tech's Annual Report to Stockholders for the
fiscal year ended September 29, 1996 that have been incorporated by
reference into the Tetra Tech 10-K, as filed with the Commission on December
30, 1996;
12. Current Report on Form 8-K/A for event of September 15, 1995, as
filed with the Commission on November 4, 1995; and
13. The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A, filed with the Commission on
November 13, 1991, including any amendments or reports filed for the purpose
of updating such description.
All documents and reports filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference in this Prospectus and shall be a part hereof
from the date of filing of such documents. Any statement contained in this
Prospectus or in a 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
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
3
<PAGE>
RISK FACTORS
An investment in the Shares of Common Stock offered by this Prospectus
involves a high degree of risk. Prospective purchasers of the Common Stock
offered hereby should carefully review the following risk factors as well as the
other information set forth in this Prospectus.
This Prospectus, including the information set forth below, contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and are intended to be covered by the safe harbors created thereby.
Prospective purchasers are cautioned that all forward-looking statements are
subject to risks and uncertainties, including, without limitation, the risks
outlined in this section.
Potential Liability and Insurance. Because of the type of environmental
projects in which the Company is or may be involved, the Company's current and
anticipated future services may involve risks of potential liability under
Superfund, common law or contractual indemnification agreements. The Company is
involved in numerous environmental and hazardous waste projects. These projects,
and the associated risks, range in both size and complexity. The risk factors
include, but are not limited to, location; site characteristics; past, present
and future uses; and political, legal and economic environments. Such factors
make it difficult to assess accurately both the areas and magnitude of potential
risks.
The Company maintains comprehensive general liability insurance in the
amount of $1,000,000. This amount, together with $9,000,000 coverage under
umbrella policies, provide total general liability coverage of $10,000,000. The
Company's professional liability insurance ("E&O") policy, which includes
pollution coverage, for 1997 provides $10,000,000 in coverage, with a $100,000
self-insured retention. The Company procures insurance coverage through a
broker who is experienced in the engineering field. The broker, together with
the Company's Risk Manager, review the Company's risk/insurance programs with
those of the Company's competitors and clients. This review, combined with
historical experience, claims history and contractual requirements, allow the
Company to determine the adequate amount of insurance. However, because there
are various exclusions and retentions under the Company's insurance policies,
there can be no assurance that all liabilities that may be incurred by the
Company are subject to insurance coverage. In addition, the E&O policy is a
"claims made" policy which only covers claims made during the term of the
policy. If a policy terminates and retroactive coverage is not obtained, a claim
subsequently made, even a claim based on events or acts which occurred during
the term of the policy, would not be covered by the policy. In the event the
Company expands its services into new markets, no assurance can be given that
the Company will be able to obtain insurance coverage for such activities or, if
insurance is obtained, that the dollar amount of any liabilities incurred in
connection with the performance of such services will not exceed policy
limits.
The Company evaluates and determines the risk associated with an uninsured
claim. In the event the Company determines that an uninsured claim has potential
liability, the Company establishes an appropriate reserve. The Company does not
establish a reserve if its determines that the claim has no merit. The Company's
historical levels of insurance coverage and reserves have been shown to be
adequate. However, a partially or completely uninsured claim, if successful and
of significant magnitude, could have a material adverse effect on the
Company.
Significant Competition. The market for the Company's services is highly
competitive. The Company competes with many other firms, ranging from small
local firms to large national firms having greater financial and marketing
resources than the Company. The Company performs engineering and consulting
services across a broad spectrum of business areas including facilities
management, resource management, nuclear management, waste management, and
ground and surface water management. These services are provided to a customer
base including Federal, state and local agencies, as well as the commercial
sector. The Company's competition varies and is a function of the business areas
in which, and client sectors for which, the Company performs its services. The
range of competitors for any one procurement can vary from ten to 100 firms,
depending upon the relative value of the project, the financial terms and risks
associated with the work, and any restrictions placed upon competition by the
client. Historically, competition has been based primarily on the quality and
timeliness of service. However, the Company believes that price has become an
increasingly important competitive factor.
Contracts. The Company's contracts with Federal and State governments
and some of its other client contacts are subject to termination at the
discretion of the client. Some contracts made with the Federal government are
subject to annual approval of funding and audits of the Company's rates.
Limitations imposed on spending by Federal government agencies may limit the
continued funding of the Company's existing contracts with the Federal
government and may limit the Company's ability to obtain additional contracts.
These limitations, if significant, could have a material adverse effect on the
Company.
All of the Company's contracts with the Federal government are subject to
audit by the government, primarily by the Defense Contract Audit Agency (the
"DCAA"), which reviews the Company's overhead rates,
4
<PAGE>
operating systems and cost proposals. During the course of its audit, the DCAA
may disallow costs if it determines that the Company improperly accounted for
such costs in a manner inconsistent with Cost Accounting Standards. A
disallowance of costs by the DCAA could have a material adverse effect on the
Company. The Company's government contracts are also subject to renegotiation of
profits in the event of a change in the contractual scope of work to be
performed.
The Company enters into various types of contracts with its clients, which
include fixed-price contracts. In fiscal 1996, 17.1% of the Company's net
revenue was derived from fixed-price contracts. Under a fixed-price contract,
the customer agrees to pay a specified price for the Company's performance of
the entire contract. Fixed-price contracts carry certain inherent risks,
including risks of losses from underestimating costs, problems with new
technologies and economic and other changes that may occur over the contract
period. Losses under fixed-price contracts could have a material adverse effect
on the Company.
Conflicts of Interest. Many of the Company's clients are concerned about
potential or actual conflicts of interest in retaining environmental consultants
and engineers. For example, Federal government agencies have formal policies
against continuing or awarding contracts that would create actual or potential
conflicts of interest with other activities of a contractor. These policies,
among other things, may prevent the Company in certain cases from bidding for or
performing contracts resulting from or relating to certain work the Company has
performed for the government. In addition, services performed for a private
client may create a conflict of interest which precludes or limits the Company's
ability to obtain work from another private entity. The Company has, on
occasion, declined to bid on a project because of an actual or potential
conflict of interest. However, the Company has not experienced disqualification
during a bidding or award negotiation process by any government or private
client as a result of a conflict of interest.
Potential Volatility of Stock Price. The market price of the Company's
Common Stock may be significantly affected by factors such as quarter-to-quarter
variations in the Company's results of operations, changes in environmental
legislation and changes in investors' perception of the business risks and
conditions in the environmental services business. In addition, market
fluctuations, as well as general economic or political conditions, may adversely
affect the market price of the Company's Common Stock, regardless of the
Company's actual performance.
Qualified Professionals. The Company's ability to attract and retain
qualified scientists and engineers is an important factor in determining the
Company's future growth and success. The market for environmental professionals
is competitive and there can be no assurance that the Company will continue to
be successful in its efforts to attract and retain such professionals.
TETRA TECH, INC.
Through a network of more than 80 offices, Tetra Tech provides comprehensive
environmental and telecommunications services including research and
development, engineering and design, construction management, and operation and
maintenance. Tetra Tech provides these services to a broad base of customers
worldwide. The Company's principal executive offices are located at 670 N.
Rosemead Boulevard, Pasadena, California 91107-2190 and its telephone number is
(626) 351-4664.
USE OF PROCEEDS
All of the shares of Common Stock covered hereby are being offered by the
Selling Stockholders. The Company will not receive any proceeds from the sales
of Common Stock by the Selling Stockholders.
PRINCIPAL AND SELLING STOCKHOLDERS
On December 11, 1996 (the "IWA Closing Date"), Tetra Tech completed the
acquisition of IWA Engineers, a California corporation ("IWA"), pursuant to the
terms of an Agreement and Plan of Reorganization (the "IWA Agreement") dated
December 7, 1996 among Tetra Tech, IWA, IWA Acquisition Corporation, a
California corporation and wholly-owned subsidiary of Tetra Tech
("Acquisition"), and the shareholders of IWA. The IWA Agreement provided for the
merger of Acquisition with and into IWA (the "IWA Merger"). As a result of the
IWA Merger, IWA became a wholly-owned subsidiary of Tetra Tech.
In connection with the IWA Merger, Tetra Tech (i) paid to the shareholders
of IWA an aggregate of $132,497 in cash and (ii) issued to the shareholders of
IWA an aggregate of 70,217 shares of Common Stock on the IWA Closing Date. In
connection with the post-closing purchase price adjustment required under the
IWA Agreement, Tetra Tech (i) paid to the shareholders of IWA an aggregate of
$177,199 in cash and (ii) issued to four shareholders of IWA an aggregate of
6,323 shares of Common Stock.
5
<PAGE>
On December 18, 1996 (the "FLO Closing Date"), Tetra Tech completed
the acquisition of FLO Engineering, Inc., a Colorado corporation ("FLO"),
pursuant to the terms of an Agreement and Plan of Reorganization (the "FLO
Agreement") dated December 18, 1996 among Tetra Tech, FLO, Out the Ranch, Inc.,
a Colorado corporation and the wholly-owned subsidiary of Tetra Tech ("OTR"),
and the shareholders of FLO. The FLO Agreement provided for the merger of OTR
with and into FLO (the "FLO Merger"). As a result of the FLO Merger, FLO became
a wholly-owned subsidiary of Tetra Tech.
In connection with the FLO Merger, Tetra Tech (i) paid to the shareholders
of FLO an aggregate of $87,500 in cash and (ii) issued to the shareholders
of FLO an aggregate of 32,110 shares of Common Stock on the FLO Closing Date. In
connection with the post-closing purchase price adjustment required under the
FLO Agreement, Tetra Tech paid to the shareholders of FLO an aggregate of
$51,561 in cash.
The shares of Common Stock to be sold hereunder were issued to the former
shareholders of IWA and FLO (collectively the "Selling Stockholders") in
connection with the IWA Merger and the FLO Merger, respectively.
The following table sets forth information regarding the ownership of the
Company's Common Stock as of June 17, 1997 by (i) all those persons known by the
Company to own beneficially more than 5% of the Company's Common Stock, (ii)
each director and certain executive officers of the Company, (iii) all executive
officers and directors as a group, and (iv) each Selling Stockholder. Except as
otherwise noted, the Company knows of no agreements among its stockholders which
relate to voting or investment power over its Common Stock.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF PERCENTAGE OF
SHARES SHARES OF SHARES
BENEFICIALLY COMMON STOCK BENEFICIALLY
NAME OF BENEFICIAL OWNER(1) OWNED OFFERED OWNED(1)
--------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Li-San Hwang (2)
Tetra Tech, Inc.
670 N. Rosemead Blvd.
Pasadena, California 91107............................... 1,119,357 - 6.4%
Daniel A. Whalen (3)
Whalen & Company, Inc.
3675 Mt. Diablo Blvd.
Suite 360
Lafayette, California 94549............................. 2,911,840 - 16.6
Pilgrim Baxter & Associates, Ltd. (4)
Harold J. Baxter
Gary I. Pilgrim
1255 Drummers Lane
Wayne, Pennsylvania 19087............................... 1,450,864 - 8.3
The Northwestern Mutual Life Insurance Company (5)
720 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202.............................. 934,500 - 5.3
RCM Capital Management, L.L.C. (6)
RCM Limited L.P.
RCM General Corporation
Four Embarcadero Center, Suite 2900
San Francisco, California 94111......................... 1,374,300 - 7.9
Dresdner Bank AG (7)
Jurgen-Ponto-Platz 1
60301 Frankfurt, Germany................................. 1,374,300 - 7.9
J. Christopher Lewis (8)................................... 48,311 - *
Patrick C. Haden (9)....................................... 13,131 - *
James J. Shelton (10)...................................... 7,226 - *
Thomas D. Brisbin (11)..................................... 13,732 - *
Charles R. Faust (12)...................................... 42,102 - *
James M. Jaska (13)........................................ 20,475 - *
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C> <C>
All directors and executive officers
as a group (12 persons) (14)............................. 4,463,405 - 25.5
SELLING STOCKHOLDERS
--------------------
Mark A. Bogh............................................... 9,848 9,848 *
Llewellyn D. Incledon and Darl I. Incledon................. 51,297 51,297 *
Susan L. Incledon.......................................... 6,033 6,033 *
J. Marie Marston........................................... 5,002 5,002 *
Kelly E. Nolan............................................. 4,360 4,360 *
James A. Lenzotti.......................................... 15,596 15,596 *
William T. Fullerton....................................... 16,514 16,514 *
</TABLE>
- ---------------
* Amount represents less than 1% of the Company's Common Stock.
(1) Unless otherwise indicated, the persons named in the table have sole voting
and sole investment power with respect to all shares of Common Stock shown
as beneficially owned by them, subject to community property rules where
applicable and the information contained in this table and these notes.
Includes 1,231,840 shares of Common Stock issuable upon conversion of the
outstanding shares of Series A Preferred Stock. See Note (3).
(2) Excludes an aggregate of 16,415 shares of Common Stock owned by Dr.
Hwang's adult children as to which Dr. Hwang disclaims beneficial
ownership. Includes 5,468 shares issuable with respect to stock options
exercisable within 60 days after June 17, 1997.
(3) Includes 1,185,646 shares of Common Stock issuable upon conversion of
shares of the Registrant's Series A Preferred Stock, $.01 par value
("Series A Stock") held by the Registrant. Also includes (i) 10,500 shares
of Common Stock and 7,699 shares of Common Stock issuable upon conversion
of Series A Stock held by Daniel A. Whalen and Katharine C. Whalen as
Trustees for the MJW Whalen Trust 1997 - D, (ii) 10,500 shares of Common
Stock and 7,699 shares of Common Stock issuable upon conversion of Series A
Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the
ACW Whalen Trust 1997 - D, (iii) 10,500 shares of Common Stock and 7,699
shares of Common Stock issuable upon conversion of Series A Stock held by
Daniel A. Whalen and Katharine C. Whalen as Trustees for the MCW Whalen
Trust 1997 -D, (iv) 10,500 shares of Common Stock and 7,699 shares of
Common Stock issuable upon conversion of Series A Stock held by Daniel A.
Whalen and Katharine C. Whalen as Trustees for the MJW Whalen Trust 1997 -
K, (v) 10,500 shares of Common Stock and 7,699 shares of Common Stock
issuable upon conversion of Series A Stock held by Daniel A. Whalen and
Katharine C. Whalen as Trustees for the ACW Whalen Trust 1997 - K, and (vi)
10,500 shares of Common Stock and 7,699 shares of Common Stock issuable
upon conversion of Series A Stock held by Daniel A. Whalen and Katharine C.
Whalen as Trustees for the MCW Whalen Trust 1997 - K.
(4) All information regarding share ownership is taken from and furnished in
reliance upon the Schedule 13G (Amendment No. 4), dated as of June 20,
1997, jointly filed by Pilgrim Baxter & Associates, Ltd., Harold J. Baxter
and Gary I. Pilgrim.
(5) All information regarding share ownership is taken from and furnished in
reliance upon the Schedule 13G (Amendment No. 1), dated February 7, 1997,
filed by The Northwestern Mutual Life Insurance Company.
(6) All information regarding share ownership is taken from and furnished in
reliance upon the Schedule 13G, dated February 3, 1997, jointly filed by
RCM Capital Management, L.L.C., RCM Limited L.P. and RCM General
Corporation.
(7) All information regarding share ownership is taken from and furnished in
reliance upon the Schedule 13G, dated February 7, 1997, filed by Dresdner
Bank AG. RCM Capital Management, L.L.C. is a wholly owned subsidiary of
Dresdner Bank AG.
(8) Includes 7,323 shares issuable with respect to stock options exercisable
within 60 days after June 17, 1997.
(9) Excludes an aggregate of 1,718 shares of Common Stock owned by Mr.
Haden's wife as to which Mr. Haden disclaims beneficial ownership. Includes
7,323 shares issuable with respect to stock options exercisable within
60 days after June 17, 1997.
(10) Includes 2,344 shares held by James J. Shelton, Sarah Belle Shelton and
James J. Shelton, Jr., Trustees of the James J. Shelton and Sarah Belle
Shelton Family Trust dated August 19, 1987, and 4,882 shares issuable
with respect to stock options exercisable within 60 days after June 17,
1997.
(11) Includes 13,437 shares issuable with respect to stock options exercisable
within 60 days after June 17, 1997.
(12) Includes 6,047 shares issuable with respect to stock options exercisable
within 60 days after June 17, 1997. Additionally, Dr. Faust's minor
children own an aggregate of 1,406 shares of Common Stock as to which
Dr. Faust disclaims beneficial ownership.
(13) Includes 20,156 shares issuable with respect to stock options exercisable
within 60 days after June 17, 1997.
(14) Includes 105,343 shares issuable with respect to stock options exercisable
within 60 days after June 17, 1997.
Except as provided above, (i) all Selling Stockholders are employees or
former employees of IWA or FLO and (ii) during the past three years, no Selling
Stockholder has had any material relationship with the Company, or any of its
predecessors or affiliates. Because the Selling Stockholders may sell all or
part of their shares of Common Stock offered hereby, no estimate can be given as
to the number of shares of Common Stock that will be held by any Selling
Stockholder upon termination of any offering made hereby.
PLAN OF DISTRIBUTION
The Shares are being registered to permit public secondary sales of the
Shares by the Selling Stockholders from time to time until the earlier of (i)
such date as all of the Shares offered hereby have been sold or (ii) such time
as all of the Shares offered hereby can be sold without compliance with the
registration requirements of the Securities Act pursuant to Rule 144 promulgated
thereunder. The Company has agreed, among other things, to bear
7
<PAGE>
all expenses (other than underwriting discounts, selling commissions and fees
and the expenses of counsel and other advisors to the Selling Stockholders) in
connection with the registration and sale of the Shares.
Any distribution hereunder of the Common Stock by the Selling Stockholders
may be effected from time to time in one or more of the following transactions:
(a) through brokers acting as principal or agent, in transactions (which may
involve block transactions), in special offerings, on the Nasdaq National
Market, in the over-the-counter market, or otherwise, at market prices
obtainable at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices, (b) to underwriters who will
acquire shares of Common Stock for their own account and resell such shares in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale (any public
offering price and any discount or concessions allowed or reallowed or paid to
dealers may be changed from time to time), (c) directly or through brokers or
agents in private sales at negotiated prices, (d) to lenders pledged as
collateral to secure loans, credit or other financing arrangements and any
subsequent foreclosure, if any, thereunder, or (e) by any other legally
available means. Also, offers to purchase the Common Stock may be solicited by
agents designated by the Selling Stockholders from time to time. Underwriters
or other agents participating in an offering made pursuant to this Prospectus
(as amended or supplemented from time to time) may receive underwriting
discounts and commissions under the Securities Act, and discounts or concessions
may be allowed or reallowed or paid to dealers, and brokers or agents
participating in such transactions may receive brokerage or agent's commissions
or fees.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock will be sold hereunder in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the Common Stock may not be sold hereunder unless the Common Stock has
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
The Company has been advised that, as of the date hereof, the Selling
Stockholders have made no arrangement with any broker for the sale of their
shares of Common Stock. The Selling Stockholders and any underwriters, brokers
or dealers involved in the sale of the Common Stock may be considered
"underwriters" as that term is defined by the Securities Act, although the
Selling Stockholders and such brokers and dealers disclaim such status.
LEGAL MATTERS
The validity of the Common Stock in respect of which this Prospectus is
being delivered will be passed on for the Company by Riordan & McKinzie, a
Professional Corporation, Los Angeles, California.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended September 29, 1996 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of
Pasadena, State of California on the 27th day of June, 1997.
TETRA TECH, INC.
By: /s/ Li-San Hwang
---------------------------
Li-San Hwang
Chairman of the Board,
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
1 to 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
- ------------------------- Chairman of the Board, Chief June 27, 1997
Li-San Hwang Executive Officer and President
(Principal Executive Officer)
*
- ------------------------- Vice President, Chief June 27, 1997
James M. Jaska Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
*
- ------------------------- Director June 27, 1997
J. Christopher Lewis
*
- ------------------------- Director June 27, 1997
Patrick C. Haden
*
- ------------------------- Director June 27, 1997
Joseph J. Shelton
- ------------------------- Director
Daniel A. Whalen
* By: /s/ Li-San Hwang
----------------------
Li-San Hwang
Attorney-in-Fact
</TABLE>
II-1
