<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 1998
REGISTRATION NO. 333-26199
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE 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
-----------------------
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>
PROSPECTUS
TETRA TECH, INC.
261,146 SHARES OF COMMON STOCK
----------------------
The 261,146 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 March 23, 1998, the reported closing price of the
Common Stock on the Nasdaq National Market was $23 5/16 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 MARCH 24, 1998
<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
28, 1997 (the "Tetra Tech 10-K"), as filed with the Commission on
December 26, 1997;
2. Quarterly Report on Form 10-Q for the fiscal quarter ended
December 28, 1997, as filed with the Commission on February 10, 1998;
3. Current Report on Form 8-K for event of December 31, 1997, as
filed with the Commission on January 15, 1998;
4. Current Report on Form 8-K/A (Amendment No. 1) for event of
December 31, 1997, as filed with the Commission on March 16, 1998;
5. The portions of Tetra Tech's Proxy Statement for the Annual
Meeting of Stockholders held on February 11, 1998 that have been
incorporated by reference into the Tetra Tech 10-K, as filed with the
Commission on January 9, 1998;
6. The portions of Tetra Tech's Annual Report to Stockholders for
the fiscal year ended September 28, 1997 that have been incorporated by
reference into the Tetra Tech 10-K, as filed with the Commission on
December 26, 1997; and
7. 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 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 the magnitude of potential risks to the
Company.
The Company maintains two comprehensive general liability policies, both
in the amount of $1,000,000. These amounts, together with two $9,000,000
umbrella policies, provide total general liability coverage of $10,000,000
for the Company's resource management and infrastructure business segments
and coverage of $10,000,000 for its telecommunications business segment. The
Company's professional liability insurance ("E&O") policy, which included
pollution coverage, for 1998 provides $10,000,000 in coverage for resource
management and infrastructure business segments, with a $100,000 self-insured
retention. The same E&O policy covered the telecommunications segment with a
sublimit of $1,000,000 for each claim/$1,000,000 in the aggregate. 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, allows 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 premiums to be paid by the Company for its E&O policies during
fiscal 1998 were approximately $890,000.
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, primarily in the resource
management, infrastructure, and the telecommunication service business areas.
Services within these business areas are provided to a client base including
Federal (Departments of Defense, Interior and Energy; U.S. Environmental
Protection Agency; and the U.S. Post Office), state and local agencies, as
well as the commercial sector. 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 customer. 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. The Company believes that its principal
competitors include Dames & Moore, Inc., E.A. Engineering Science &
Technology, ICF Kaiser International, Inc., International Technology Corp.,
TRC Companies, Inc., URS Consultants, Inc., Roy F. Weston, Inc., Castle Tower
Corporation and OSP Consultants, Inc.
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 by the DCAA as a result of audit, however, there can be no
assurance that DCAA audits will not result in material cost disallowances in
the future. 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.
In September 1995, the Company acquired Tetra Tech EM Inc. (formerly
known as PRC Environmental Management, Inc.; "EMI"). EMI likewise contracts
with the Federal government and such contracts are subject to the same
auditing standards as those of the Company. Audits and negotiations for the
years 1987 through 1992 have recently been completed and cost disallowances
as a result of audit totaled approximately $672,000. Negotiations for the
1993 audit are currently underway. Audits for the years 1994 and 1995 have
yet to be completed.
The Company enters into various contracts with its clients, which
include fixed-price contracts. In fiscal 1997, 32.2% 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 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, should they occur,
could have a material adverse effect on the Company.
The Company contracts with both domestic and international customers.
Certain contracts with international customers are denominated in a currency
other than the U.S. dollar. Contracts denominated in any currency other than
the U.S. dollar contain certain inherent risks, including risks on foreign
currency translation and risks in expatriating funds from foreign countries.
In fiscal 1997, 3.7% of the Company's net revenue was derived from the
international marketplace, compared to 1.6% for fiscal 1996. As the
Company's net revenue derived from the international marketplace increases,
so do the risks associated in realizing the full contract value of those
contracts denominated in foreign currencies. The Company is currently
evaluating options to hedge future potential losses from foreign currency
transactions.
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.
COMPUTER SYSTEMS AND BUSINESS PROCESSES. The Company is currently
converting its computer systems and business processes to ensure that its
computer systems will be capable of processing periods for the year 2000 and
beyond as well as ensure that its business processes will be able to support
current and anticipated growth projections. The Company does not presently
anticipate the costs associated with ensuring these capabilities will have a
material adverse effect on the Company.
TETRA TECH, INC.
Through a network of more than 100 offices, Tetra Tech provides
comprehensive resource management, infrastructure and telecommunications
support services including research and development, applied science and
management consulting, engineering and architectural 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.
ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, EARNINGS PER
SHARE, which the Company has adopted. The Statement replaces the
presentation of primary Earnings Per Share (EPS) with a presentation of basic
EPS, which excludes dilution and is computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding for the period. The Statement also requires the dual
presentation of basic and diluted EPS on the face of the income statement for
all entities with complex capital structures and requires a reconciliation of
the numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation. Diluted EPS is computed
similarly to fully diluted EPS pursuant to Accounting Principles Board
Opinion No.15. The following table presents selected consolidated financial
data, including EPS computed in accordance with SFAS No. 128, for the past
five years.
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
Fiscal Years Ended
Sept. 28,(2) Sept. 29,(3) Oct. 1,(4) Oct. 2,(5) Oct. 3,
------------ ------------ ---------- ---------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Gross revenue. . . . . . . . . . $246,767 $220,099 $120,034 $ 96,472 $ 74,488
Subcontractor costs. . . . . . . 55,976 59,062 32,160 28,653 23,323
-------- --------- -------- -------- -------
Net revenue. . . . . . . . . . . 190,791 161,037 87,874 67,819 51,165
Cost of net revenue. . . . . . . 141,019 122,084 65,484 51,069 38,628
-------- --------- -------- -------- -------
Gross profit . . . . . . . . . . 49,772 38,953 22,390 16,750 12,537
Selling, general and
administrative expenses. . . . 25,173 21,218 10,634 7,589 5,696
Income from operations . . . . . 24,599 17,735 11,756 9,161 6,841
Net interest income (expense). . (20) (776) 833 354 290
-------- --------- -------- -------- -------
Income before income taxes . . . 24,579 16,959 12,589 9,515 7,131
Income tax expense . . . . . . . 10,323 6,854 5,036 3,806 2,852
-------- --------- -------- -------- -------
Net income . . . . . . . . . . . $ 14,256 $10,105 $7,553 $5,709 $ 4,279
-------- --------- -------- -------- -------
-------- --------- -------- -------- -------
Net income per share(1)-basic. . $ 0.76 $0.58 $0.46 $0.35 $ 0.27
-------- --------- -------- -------- -------
-------- --------- -------- -------- -------
Net income per share(1)-diluted. $ 0.72 $0.56 $0.45 $0.34 $ 0.26
-------- --------- -------- -------- -------
-------- --------- -------- -------- -------
Weighted average shares
Basic. . . . . . . . . . . . . . 18,697 17,481 16,468 16,074
Diluted. . . . . . . . . . . . . 19,725 18,065 16,917 16,334
</TABLE>
<TABLE>
<CAPTION>
SEPT. 28, SEPT. 29, OCT. 1, OCT. 2, OCT. 3,
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Working capital $42,539 $32,739 $39,872 $24,833 $23,722
Total assets 159,513 88,463 92,930 51,606 38,572
Long-term obligations, excluding
current installments -- -- 19,045 -- -
Stockholders' equity 107,641 63,269 41,496 33,507 26,446
</TABLE>
_____
(1) REFLECTS THE EFFECT, ON A RETROACTIVE BASIS, OF A 5-FOR-4 STOCK
SPLIT, EFFECTED IN THE FORM OF A 25% STOCK DIVIDEND, IN DECEMBER 1997.
(2) INCLUDES THE RESULTS OF OPERATIONS AND FINANCIAL POSITIONS OF IWA
ENGINEERS (ACQUIRED DECEMBER 11, 1996), FLO ENGINEERING, INC. (ACQUIRED
DECEMBER 20, 1996), SCM CONSULTANTS, INC. (ACQUIRED MARCH 19, 1997), WHALEN &
COMPANY, INC. (ACQUIRED JUNE 11, 1997) AND COMMSITE DEVELOPMENT CORPORATION
(ACQUIRED JULY 11, 1997) FROM THE DATES SET FORTH IN THE RELATED PURCHASE
AGREEMENTS.
(3) INCLUDES THE RESULTS OF OPERATIONS AND FINANCIAL POSITION OF KCM,
INC. (ACQUIRED NOVEMBER 7, 1995) FROM THE DATE SET FORTH IN THE RELATED
PURCHASE AGREEMENT.
(4) INCLUDES THE RESULTS OF OPERATIONS AND FINANCIAL POSITION OF TETRA
TECH EM INC., FORMERLY KNOWN AS PRC ENVIRONMENTAL MANAGEMENT, INC. (ACQUIRED
SEPTEMBER 15, 1995) FROM THE DATE SET FORTH IN THE RELATED PURCHASE AGREEMENT.
(5) INCLUDES THE RESULTS OF OPERATIONS AND FINANCIAL POSITIONS OF SIMONS,
LI & ASSOCIATES, INC. (ACQUIRED OCTOBER 4, 1993) AND HYDRO-SEARCH, INC.
(ACQUIRED JUNE 3, 1994) FROM THE DATES SET FORTH IN THE RELATED PURCHASE
AGREEMENTS.
6
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS
The following discussion reflects the effect of Tetra Tech's
five-for-four stock split, paid on December 1, 1997 to stockholders of record
on November 14, 1997 (the "Stock Split"). The Stock Split was accomplished
by Tetra Tech's payment of a 25% stock dividend.
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 87,771 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 7,904 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 40,138 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 181,741 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 15,831 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 March 1, 1998 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 . . . . . . . . . . . . . . . 1,375,153 -- 6.2 %
Daniel A. Whalen (3)
Whalen & Company, Inc.
3675 Mt. Diablo Blvd.
Suite 360
Lafayette, California 94549 . . . . . . . . . . . . . . 3,639,795 -- 16.3
Pilgrim Baxter & Associates, Ltd. (4)
Harold J. Baxter
Gary I. Pilgrim
1255 Drummers Lane
Wayne, Pennsylvania 19087 . . . . . . . . . . . . . . . 2,301,265 -- 10.3
J. Christopher Lewis (5) . . . . . . . . . . . . . . . . . 63,439 -- *
Patrick C. Haden (6) . . . . . . . . . . . . . . . . . . . 19,464 -- *
James J. Shelton (7) . . . . . . . . . . . . . . . . . . . 12,083 -- *
Thomas D. Brisbin (8) . . . . . . . . . . . . . . . . . . 20,290 -- *
Charles R. Faust (9) . . . . . . . . . . . . . . . . . . . 37,807 -- *
James M. Jaska (10). . . . . . . . . . . . . . . . . . . . 39,206 -- *
All directors and executive officers
as a group (12 persons) (11) . . . . . . . . . . . . . . 5,537,019 -- 24.8
SELLING STOCKHOLDERS
--------------------
Mark A. Bogh . . . . . . . . . . . . . . . . . . . . . . . 12,310 12,310 *
J. Marie Marston . . . . . . . . . . . . . . . . . . . . . 6,252 6,252 *
Kelly E. Nolan . . . . . . . . . . . . . . . . . . . . . . 5,449 5,449 *
James A. Lenzotti. . . . . . . . . . . . . . . . . . . . . 19,495 19,495 *
William T. Fullerton . . . . . . . . . . . . . . . . . . . 20,642 20,642 *
Bruce G. Schwan. . . . . . . . . . . . . . . . . . . . . . 84,142 84,142 *
Gerald T. Caprio . . . . . . . . . . . . . . . . . . . . . 77,943 77,943 *
Joan M. Schwan . . . . . . . . . . . . . . . . . . . . . . 8,612 8,612 *
Joanne L. Caprio . . . . . . . . . . . . . . . . . . . . . 7,977 7,977 *
Dale G. Van Schoiack . . . . . . . . . . . . . . . . . . . 5,425 5,425 *
Michael J. Brightman . . . . . . . . . . . . . . . . . . . 6,528 6,528 *
Adina M. Kennell . . . . . . . . . . . . . . . . . . . . . 2,628 2,628 *
George W. Umbright, Jr.. . . . . . . . . . . . . . . . . . 3,743 3,743 *
8
<PAGE>
</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.
(2) Excludes an aggregate of 19,319 shares of Common Stock owned by Dr.
Hwang's adult children as to which Dr. Hwang disclaims beneficial
ownership. Includes 12,792 shares issuable with respect to stock options
exercisable within 60 days after March 1, 1998.
(3) Includes 3,003,307 shares of Common Stock held by Daniel A. Whalen and
Katherine C. Whalen as Trustees for the Whalen Family Trust U/A/D 4/30/92,
(ii) 500,000 shares of Common Stock held by Daniel A. Whalen and Katherine
C. Whalen as Trustees for the Whalen 1997 Charitable Remainder Unitrust,
(iii) 22,748 shares of Common Stock held by Daniel A. Whalen and Katharine
C. Whalen as Trustees for the MJW Whalen Trust 1997 - D, (iv) 22,748 shares
of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as
Trustees for the ACW Whalen Trust 1997 - D, (v) 22,748 shares of Common
Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the
MCW Whalen Trust 1997 - D, (vi) 22,748 shares of Common Stock held by
Daniel A. Whalen and Katharine C. Whalen as Trustees for the MJW Whalen
Trust 1997 - K, (vii) 22,748 shares of Common Stock held by Daniel A.
Whalen and Katharine C. Whalen as Trustees for the ACW Whalen Trust 1997
- K, and (viii) 22,748 shares of Common Stock held by Daniel A. Whalen and
Katharine C. Whalen as Trustees for the MCW Whalen Trust 1997 - K. All
information regarding share ownership is taken from and furnished in
reliance upon the Schedule 13D (Amendment No. 1), dated as of February
17, 1998, filed by Daniel A. Whalen.
(4) All information regarding share ownership is taken from and furnished in
reliance upon the Schedule 13G (Amendment No. 5), dated as of February 9,
1998, filed by Pilgrim Baxter & Associates, Ltd.
(5) Includes 12,204 shares issuable with respect to stock options exercisable
within 60 days after March 1, 1998.
(6) Excludes an aggregate of 2,147 shares of Common Stock owned by Mr. Haden's
wife as to which Mr. Haden disclaims beneficial ownership. Includes 12,204
shares issuable with respect to stock options exercisable within 60 days
after March 1, 1998.
(7) Includes 2,930 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 9,153 shares issuable with
respect to stock options exercisable within 60 days after March 1,
1998.
(8) Includes 19,922 shares issuable with respect to stock options exercisable
within 60 days after March 1, 1998.
(9) Includes 12,839 shares issuable with respect to stock options exercisable
within 60 days after March 1, 1998. Additionally, Dr. Faust's minor
children own an aggregate of 1,758 shares of Common Stock as to which Dr.
Faust disclaims beneficial ownership.
(10) Includes 38,808 shares issuable with respect to stock options exercisable
within 60 days after March 1, 1998.
(11) Includes 179,440 shares issuable with respect to stock options exercisable
within 60 days after March 1, 1998.
Except as provided above, (i) all Selling Stockholders are employees or
former employees of IWA, FLO or SCM, or family members, or trusts benefitting
the families, of such employees or former employees, and (ii) except as noted
below, 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(k)
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 28, 1997 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.
The financial statements of NUS Environmental for the year ended
December 31, 1997 incorporated in this Prospectus by reference from the
Company's Current Report on Form 8-K/A dated December 31, 1997 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm given 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.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective 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
23rd day of March, 1998.
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
Post-Effective 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 March 23rd, 1998
- ------------------------ Executive Officer and President
Li-San Hwang (Principal Executive Officer)
* Vice President, Chief March 23rd, 1998
- ------------------------ Financial Officer and Treasurer
James M. Jaska (Principal Financial Officer and
Principal Accounting Officer)
* Director March 23rd, 1998
- ------------------------
J. Christopher Lewis
* Director March 23rd, 1998
- ------------------------
Patrick C. Haden
* Director March 23rd, 1998
- ------------------------
Joseph J. Shelton
Director
- ------------------------
Daniel A. Whalen
*By:/s/ Li-San Hwang
--------------------
Li-San Hwang
Attorney-in-Fact
</TABLE>
II-2
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-26199 of Tetra Tech, Inc. on Form S-3
of our reports dated November 7, 1997 (except for Note 5, as to which the
date is December 15, 1997), appearing in, and incorporated by reference in,
the Annual Report on Form 10-K of Tetra Tech, Inc. for the year ended
September 28, 1997, and of our report dated March 13, 1998 appearing in, and
incorporated by reference, in the Current Report on Form 8-K/A of Tetra Tech,
Inc. dated December 31, 1997, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Los Angeles, California
March 23, 1998
