<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1997
REGISTRATION NO. 333-26199
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT NO. 3
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
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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.
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<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 SEPTEMBER 19, 1997
TETRA TECH, INC.
266,708 SHARES OF COMMON STOCK
----------------------
The 266,708 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 5 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 September 18, 1997, the reported closing price of the
Common Stock on the Nasdaq National Market was $24 7/8 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 SEPTEMBER __, 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. Report on Form 10-K/A (Amendment No. 3) for the fiscal year ended
September 29, 1996, as filed with the Commission on September 5, 1997;
5. Quarterly Report on Form 10-Q for the fiscal quarter ended
December 29, 1996, as filed with the Commission on February 12, 1997;
6. 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;
7. Quarterly Report on Form 10-Q for the fiscal quarter ended March
30, 1997, as filed with the Commission on May 15, 1997;
8. 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;
9. Quarterly Report on Form 10-Q for the fiscal quarter ended
June 29, 1997, as filed with the Commission on August 13, 1997;
10. Quarterly Report on Form 10-Q/A (Amendment No. 1) for the
fiscal quarter ended June 29, 1997, as filed with the Commission on
September 19, 1997;
11. Current Report on Form 8-K for event of June 11, 1997, as filed
with the Commission on June 23, 1997;
12. 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;
13. Current Report on Form 8-K/A (Amendment No. 2) for event of
June 11, 1997, as filed with the Commission on August 25, 1997;
14. Current Report on Form 8-K/A (Amendment No. 3) for event of
June 11, 1997, as filed with the Commission on September 19, 1997;
15. 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;
16. 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;
17. Current Report on Form 8-K/A for event of September 15, 1995, as
filed with the Commission on November 4, 1995; and
18. 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
3
<PAGE>
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.
4
<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,
5
<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. Historically, the Company has not had any material
cost disallowances resulting from a government audit. 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.
On September 15, 1995, the Company acquired 100% of the capital stock of
PRC Environmental Management, Inc. ("EMI"). EMI's customers include the U.S.
Environmental Protection Agency, the U.S. Department of Defense and other
governmental and commercial entities. EMI's Federal government contracts are
subject to the same auditing standards as those of the Company. The
government audits of EMI for the years 1986, 1987, 1988 and 1989 have been
finalized. Audits for the years 1990, 1991 and 1992 have been completed, and
negotiations with EMI are scheduled to take place in October 1997. For these
completed audits, cost disallowances of approximately $2.0 million have been
proposed by the government, and will be vigorously contested by EMI during
the negotiations. Negotiations for the 1993 audit will commence at such time
as the 1992 audit is finalized. Audits for the years 1994, 1995 and 1996,
and for the period from September 30, 1996 through June 29, 1997, have not
yet been completed.
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.
6
<PAGE>
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.
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.
On March 20, 1997 (the "SCM Closing Date"), Tetra Tech completed the
acquisition of SCM Consultants, Inc., a Washington corporation ("SCM"),
pursuant to the terms of an Agreement and Plan of Reorganization (the "SCM
Agreement") dated March 20, 1997 among Tetra Tech, SCM, SCM Acquisition
Corporation, a Washington corporation and wholly-owned subsidiary of Tetra
Tech ("SCM Acquisition"), and the shareholders of SCM. the SCM Agreement
provided for the merger of SCM Acquisition with and into SCM (the "SCM
Merger"). As a result of the SCM Merger, SCM became a wholly-owned
subsidiary of Tetra Tech.
In connection with the SCM Merger, Tetra Tech (i) paid to the
shareholders of SCM an aggregate of $286,068 in cash and (ii) issued to the
shareholders of SCM an aggregate of 145,393 shares of Common Stock on the SCM
Closing Date. In connection with the post-closing purchase price adjustment
required under the SCM Agreement, Tetra Tech (i) paid to the shareholders of
SCM an aggregate of $24,801 in cash and (ii) issued to the shareholders of
SCM an aggregate of 12,665 shares of Common Stock.
The shares of Common Stock to be sold hereunder were issued to the former
shareholders of IWA, FLO and SCM (collectively, the "Selling Stockholders")
in connection with the IWA Merger, the FLO Merger and the SCM Merger,
respectively.
7
<PAGE>
The following table sets forth information regarding the ownership of the
Company's Common Stock as of September 1, 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 -- 6.3%
Daniel A. Whalen (3)
Whalen & Company, Inc.
3675 Mt. Diablo Blvd.
Suite 360
Lafayette, California 94549 . . . . . . . . . . . . . . 2,911,840 -- 16.4
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) . . . . . . . . . . . . . . . . . . 16,232 -- *
Charles R. Faust (12). . . . . . . . . . . . . . . . . . . 39,702 -- *
James M. Jaska (13). . . . . . . . . . . . . . . . . . . . 30,241 -- *
All directors and executive officers
as a group (12 persons) (14) . . . . . . . . . . . . . . 4,451,489 -- 25.0
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 *
Bruce G. Schwan. . . . . . . . . . . . . . . . . . . . . . 67,314 67,314 *
Gerald T. Caprio . . . . . . . . . . . . . . . . . . . . . 62,355 62,355 *
8
<PAGE>
Joan M. Schwan . . . . . . . . . . . . . . . . . . . . . . 6,890 6,890 *
Joanne L. Caprio . . . . . . . . . . . . . . . . . . . . . 6,382 6,382 *
Dale G. Van Schoiack . . . . . . . . . . . . . . . . . . . 4,340 4,340 *
Michael J. Brightman . . . . . . . . . . . . . . . . . . . 5,679 5,679 *
Adina M. Kennell . . . . . . . . . . . . . . . . . . . . . 2,103 2,103 *
George W. Umbright, Jr.. . . . . . . . . . . . . . . . . . 2,995 2,995 *
</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 September 1, 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 September 1, 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 September 1, 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 September 1,
1997.
(11) Includes 15,397 shares issuable with respect to stock options exercisable
within 60 days after September 1, 1997.
(12) Includes 6,047 shares issuable with respect to stock options exercisable
within 60 days after September 1, 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 29,992 shares issuable with respect to stock options exercisable
within 60 days after September 1, 1997.
(14) Includes 117,609 shares issuable with respect to stock options exercisable
within 60 days after September 1, 1997.
Except as provided above, (i) all Selling Stockholders are employees or
former employees of IWA, FLO or SCM 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 by 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
9
<PAGE>
(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.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit
Number Description
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 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 18th day of September, 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. 3 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Li-San Hwang Chairman of the Board, Chief September 18, 1997
- ------------------------ Executive Officer and President
Li-San Hwang (Principal Executive Officer)
* Vice President, Chief September 18, 1997
- ------------------------ Financial Officer and Treasurer
James M. Jaska (Principal Financial Officer and
Principal Accounting Officer)
* Director September 18, 1997
- ------------------------
J. Christopher Lewis
* Director September 18, 1997
- ------------------------
Patrick C. Haden
* Director September 18, 1997
- ------------------------
Joseph J. Shelton
Director
- ------------------------
Daniel A. Whalen
*By:/s/ Li-San Hwang
--------------------
Li-San Hwang
Attorney-in-Fact
II-2
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 3 to
Registration Statement No. 333-26199 on Form S-3 of Tetra Tech, Inc. of our
reports dated November 12, 1996 incorporated by reference and appearing in
the Form 10-K/A of Tetra Tech, Inc.: our report dated August 8, 1997 (on the
financial statements of Whalen & Company, Inc.) appearing in the Form 8-K/A
of Tetra Tech, Inc.; and our reports dated November 2, 1995 (on the financial
statements of PRC Environmental Management, Inc.) appearing in the Form 8-K/A
of Tetra Tech, Inc.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
September 18, 1997
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS'
As independent public accountants, we hereby consent to the incorporation by
reference in this Tetra Tech, Inc. Registration Statement No. 333-26199 on
Form S-3 (as amended) of our report dated November 1, 1996 on the financial
statements of Whalen & Company, Inc., included in Tetra Tech, Inc.'s Form
8-K/A incorporated by reference in this registration statement.
ARTHUR ANDERSEN LLP
San Francisco, California
September 18, 1997
