<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
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
(818) 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
(818) 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
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
PRACTICABLE after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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
============================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value... 70,217 shares $14.375 $1,009,369 $306
============================================================================================================
</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,
$14.50 and $14.25 respectively, on April 28, 1996 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 APRIL 30, 1997
TETRA TECH, INC.
70,217 SHARES OF COMMON STOCK
------------------------
The 70,217 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 April 28, 1997, the reported closing price of the Common Stock on
the Nasdaq National Market was $14.50 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 MAY __, 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 (818) 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. Quarterly Report on Form 10-Q for the fiscal quarter ended December
29, 1996, as filed with the Commission on February 12, 1997;
4. 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
December 27, 1996;
5. 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; and
6. 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. It is
difficult to assess accurately both the areas and magnitude of potential risk to
the Company.
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. 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 does not maintain funded reserves to provide for payment of
partially or completely uninsured claims and, accordingly, 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. Competition in the environmental services industry
is likely to increase as the industry matures, as more companies enter the
market and expand the range of services which they offer and as the Company and
its competitors move into new geographic markets. Historically, competition has
been based primarily on the quality and timeliness of service. However, as the
industry continues to mature, the Company believes that price will become an
increasingly important competitive factor.
Contracts. The Company's contracts with the 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. The Company's government contracts are subject to
renegotiation of profits in the event of a change in the contractual scope of
work to be performed.
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
4
<PAGE>
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 70 offices, Tetra Tech provides comprehensive
environmental engineering and consulting services addressing complex water
contamination and other environmental problems. These services are directed to a
broad base of public and private sector clients throughout the world, and
include substantially all types of engineering and consulting services in the
environmental area, such as water chemistry, geohydrology, soil science, water
and wastewater treatment, hydrodynamics, geology, air quality and civil
engineering. The Company's principal executive offices are located at 670 N.
Rosemead Boulevard, Pasadena, California 91107-2190 and its telephone number is
(818) 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.
SELLING STOCKHOLDERS
On December 11, 1996 (the "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 "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 Agreement provided for the
merger of Acquisition with and into IWA (the "Merger"). As a result of the
Merger, IWA became a wholly-owned subsidiary of Tetra Tech.
In connection with the 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 Closing Date. In connection
with the post-closing purchase price adjustment required under the Agreement,
Tetra Tech (i) paid to the shareholders of IWA an aggregate of $177,199 in cash
and (ii) issued to one shareholder of IWA 2,099 shares of Common Stock (the
"Additional Shares") on March 24, 1997. The Additional Shares will not be
offered pursuant to this Prospectus until the Additional Shares are registered
under the Securities Act by the filing of a post-effective amendment to the
Registration Statement, which is expected to occur on or about May 30, 1997.
The shares of Common Stock to be sold hereunder were issued to the Selling
Stockholders in connection with the Merger.
The table below sets forth certain information with respect to the Selling
Stockholders and their beneficial ownership of Common Stock as of April 15,
1997. Each Selling Stockholder owns less than 1% of the outstanding shares of
Common Stock.
<TABLE>
<CAPTION>
SHARES OF NUMBER OF
COMMON STOCK SHARES
OWNED PRIOR TO OF COMMON STOCK
STOCKHOLDER THE OFFERING OFFERED
- ----------- -------------- ---------------
<S> <C> <C>
Mark A. Bogh................................. 7,156 7,156
Llewellyn D. Incledon and Darl I. Incledon... 49,198 49,198
Susan L. Incledon............................ 6,033 6,033
J. Marie Marston............................. 4,236 4,236
Kelly E. Nolan............................... 3,594 3,594
-------------- ---------------
Total....................................... 70,217 70,217
============== ===============
</TABLE>
Except as provided above, (i) all Selling Stockholders are employees or
former employees of IWA and (ii) during the past three years, no Selling
Stockholder has had any material relationship with the Company, or any
5
<PAGE>
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 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.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of estimated expenses to be paid by the
Registrant in connection with the issuance and distribution of the securities
being registered.
<TABLE>
<S> <C>
SEC registration fee....................... $ 306
Legal fees................................. 5,000
Accountants' fees.......................... 2,000
Blue Sky qualification fees and expenses... 1,000
Transfer Agent fees........................ 1,000
Miscellaneous.............................. 694
------
Total................................... $10,000
======
</TABLE>
All of the above amounts, except for the SEC registration fee, have been
estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware Corporation Law provides that a Delaware
corporation may indemnify any person against expenses, judgments, fines and
settlements actually and reasonably incurred by any such person in connection
with a threatened, pending or completed action, suit or proceeding in which he
is involved by reason of the fact that he is or was director, officer, employee
or agent of such corporation, provided that (i) he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, he had
no reasonable cause to believe his conduct was unlawful. If the action or suit
is by or in the name of the corporation, the corporation may indemnify any such
person against expense actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if 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, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation for negligence or misconduct in the
performance of his duty to the corporation, unless and only to the extent that
the Delaware Court of Chancery or the court in which the action or suit is
brought determines upon application that, despite the adjudication of liability
but in view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expense as the court deems proper.
The Company's By-Laws provides for indemnification of persons to the fullest
extent permitted by the Delaware Corporation Law.
In accordance with the Delaware Corporation Law, the Company's Certificate of
Incorporation, as amended, limits the personal liability of its directors for
violations of their fiduciary duty. The Certificate of Incorporation eliminates
each director's liability to the Company or its stockholders for monetary
damages except (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
the section of the Delaware law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived any improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence. This
provision will not, however, limit in any way the liability of directors for
violations of the Federal securities laws.
II-1
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5 Opinion of Riordan & McKinzie, a Professional Corporation.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Riordan & McKinzie (included in Exhibit 5).
24 Powers of Attorney with respect to the Company (included on
page II-4).
ITEM 17. 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;
(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 (1)(i) and (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 with or furnished to the
Commission 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, 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 Securities
Act, 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than 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 and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 29th day of April, 1997.
TETRA TECH, INC.
By /s/ Li-San Hwang
---------------------------
Li-San Hwang
Chairman of the Board,
Chief Executive Officer and
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Li-San Hwang and James M. Jaska, and each of them his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement,
including any post-effective amendments as well as any related registration
statement (or amendment thereto) filed in reliance upon Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> /s/ Li-San Hwang <C> <C>
- ------------------------- Chairman of the Board, Chief April 29, 1997
Li-San Hwang Executive Officer and President
(Principal Executive Officer)
/s/ James M. Jaska
- ------------------------- Vice President, Chief April 29, 1997
James M. Jaska Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ J. Christopher Lewis
- ------------------------- Director April 29, 1997
J. Christopher Lewis
/s/ Patrick C. Haden
- ------------------------- Director April 29, 1997
Patrick C. Haden
/s/ Joseph J. Shelton
- ------------------------- Director April 29, 1997
Joseph J. Shelton
II-3
</TABLE>
<PAGE>
EXHIBIT 5
RIORDAN & MCKINZIE
A PROFESSIONAL LAW CORPORATION
300 S. GRAND AVENUE, 29TH FLOOR
LOS ANGELES, CALIFORNIA 90071-3155
April 30, 1997
21-088-012
Tetra Tech, Inc.
630 N. Rosemead Boulevard
Pasadena, California 91107-2190
Ladies and Gentlemen:
We have acted as counsel to Tetra Tech, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "1933 Act"), of 70,217 authorized and previously issued
shares of the Common Stock (the "Shares"), $.01 par value per share, of the
Company to be sold by certain selling stockholders. This opinion is delivered
to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K
under the 1933 Act in connection with the Registration Statement on Form S-3,
including all pre-effective and post-effective amendments thereto (the
"Registration Statement"), for the aforementioned sale, filed with the
Securities and Exchange Commission (the "Commission") under the 1933 Act.
In rendering the opinion set forth herein, we have made such
investigations of fact and law, and examined such documents and instruments, or
copies thereof established to our satisfaction to be true and correct copies
thereof, as we have deemed necessary under the circumstances.
Based upon the foregoing and such other examination of law and fact as
we have deemed necessary, and in reliance thereon, we are of the opinion that,
the Shares are duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is a part of the Registration Statement.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act or the rules
and regulations of the Commission thereunder.
Very truly yours,
Riordan & McKinzie
II-4
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Tetra Tech, Inc. on Form S-3 or our reports dated November 12, 1996, appearing
in, and incorporated by reference in, the Annual Report on Form 10-K of Tetra
Tech, Inc. for the year ended September 29, 1996, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
Deloitte & Touche LLP
Los Angeles, California
April 28, 1997
