<PAGE>
PROSPECTUS
TETRA TECH, INC.
274,886 SHARES OF COMMON STOCK
------------
The 274,886 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."
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The Common Stock is traded on the Nasdaq National Market under the
symbol "WATR." On November 5, 1998, the reported closing price of the
Common Stock on the Nasdaq National Market was $22 1/16 per share.
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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.
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THE DATE OF THIS PROSPECTUS IS NOVEMBER 6, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), 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.
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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. Quarterly Report on Form 10-Q for the fiscal quarter ended
March 29, 1998, as filed with the Commission on May 13, 1998;
4. Quarterly Report on Form 10-Q for the fiscal quarter ended
June 29, 1998, as filed with the Commission on August 11, 1998;
5. Current Report on Form 8-K for event of September 22,
1998, as filed with the Commission on October 1, 1998;
6. Current Report on Form 8-K for event of December 31, 1997,
as filed with the Commission on January 15, 1998;
7. 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;
8. 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;
9. 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
10. 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 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 policies, 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
areas and coverage of $10,000,000 for its telecommunications business area.
The Company's professional liability insurance ("E&O") policy, which includes
pollution coverage, for 1998 provides $10,000,000 in coverage for resource
management and infrastructure business areas, with a $100,000 self-insured
retention. The same E&O policy covers the telecommunications business area
with a sublimit of $1,000,000 for each claim and $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 are approximately $890,000.
The Company evaluates and determines the risk associated with
uninsured claims. 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 it 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, Energy and the Interior; U.S.
Environmental Protection Agency; and the U.S. Postal Service), 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.
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Engineering Science & Technology, ICF Kaiser International, Inc.,
International Technology Corp., TRC Companies, Inc., URS Consultants, Inc.,
Roy F. Weston, Inc., Castle Tower Corporation, OSP Consultants, Inc. and
Mastec, Inc.
CONTRACTS. The Company's contracts with Federal and State
governments and some of its other client contracts 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, 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, except as further described.
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 1993 have recently been completed and cost
disallowances as a result of audit and negotiation totaled approximately
$2,900,000. At the time of acquisition, reserves for such cost disallowances
were established. The Company does not believe that the ultimate resolution
of such audits and disallowances will have a material adverse effect on the
Company. 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. To date, in fiscal 1998, 27.3% 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. To date, in fiscal 1998, 2.7% of the Company's net revenue was
derived from the international marketplace. 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
other public or private entities. The Company has, on occasion, declined to
bid on a project because of an actual or potential 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
5
<PAGE>
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 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.
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.
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SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
FISCAL YEARS ENDED
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SEPT. 28,(2) SEPT. 29,(3) OCT. 1,(4) OCT. 2,(5) OCT. 3,
1997 1996 1995 1994 1993
------------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
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.............. $ 0.61 $ 0.46 $ 0.37 $ 0.28 $ 0.21
---- ---- ---- ---- ----
---- ---- ---- ---- ----
Net income per share(1)-diluted............ $ 0.58 $ 0.45 $ 0.36 $ 0.27 $ 0.21
---- ---- ---- ---- ----
---- ---- ---- ---- ----
Weighted average shares outstanding(1):
Basic...................................... 23,371 21,851 20,585 20,464 20,093
------- ------- ------- ------- -------
Diluted.................................... 24,656 22,581 21,146 20,811 20,418
------- ------- ------- ------- -------
------- ------- ------- ------- -------
</TABLE>
<TABLE>
<CAPTION>
SEPT. 28, SEPT. 29, OCT. 1, OCT. 2, OCT. 3,
1997 1996 1995 1994 1993
------------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS)
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>
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(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 and in
September 1998.
(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.
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(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.
USE OF PROCEEDS
All of the shares of Common Stock covered hereby are being offered
by the Selling Stockholders. The Company will not receive any proceeds from
the sales of Common Stock by the Selling Stockholders.
PRINCIPAL AND SELLING STOCKHOLDERS
On July 9, 1998, Tetra Tech completed the acquisition of McNamee,
Porter & Seeley, Inc., a Michigan corporation ("MPS"), pursuant to the terms
of a Stock Purchase Agreement dated June 30, 1998 among Tetra Tech and the
shareholders of MPS (the "MPS Acquisition"). In connection with the MPS
Acquisition, Tetra Tech (i) issued to the shareholders of MPS an aggregate of
274,886 shares of Common Stock and (ii) paid to the shareholders of MPS an
aggregate of $9,601,972.39 in cash.
The shares of Common Stock to be sold hereunder were issued to the
former shareholders of MPS (collectively, the "Selling Stockholders") in
connection with the MPS Acquisition.
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The following table sets forth information regarding the ownership of
the Company's Common Stock as of September 1, 1998 (as adjusted to reflect
the 5-for-4 stock split effected on September 15, 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....................................... 1,619,388 -- 5.8%
Daniel A. Whalen (3)
Whalen & Company, Inc.
3675 Mt. Diablo Blvd.
Suite 360
Lafayette, California 94549..................................... 4,555,650 -- 16.3
Pilgrim Baxter & Associates, Ltd. (4)
Harold J. Baxter
Gary I. Pilgrim
1255 Drummers Lane
Wayne, Pennsylvania 19087....................................... 2,873,206 -- 10.3
J. Christopher Lewis (5).............................................. 72,658 -- *
Patrick C. Haden (6).................................................. 24,330 -- *
James J. Shelton (7).................................................. 15,103 -- *
Thomas D. Brisbin (8)................................................. 46,667 -- *
Charles R. Faust (9).................................................. 43,817 -- *
James M. Jaska (10)................................................... 55,827 -- *
All directors and executive officers
as a group (12 persons) (11)..................................... 6,814,517 -- 24.4
SELLING STOCKHOLDERS
--------------------
Khalil Z. Atasi....................................................... 14,206 14,206 *
Dennis J. Benoit...................................................... 14,206 14,206 *
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Glenn S. Burkhardt, as Trustee of the
Glenn S. Burkhardt Trust dated September 12, 1996..................... 26,281 26,281 *
Thomas M. Doran, as Trustees of the
Thomas M. Doran Trust dated June 26, 1996............................. 26,281 26,281 *
Charles D. Fifield.................................................... 22,020 22,020 *
Richard W. Force, as Trustee of the
Richard W. Force Trust dated June 9, 1992............................. 26,281 26,281 *
S. Joh Kang, as Trustee of the Shin Joh
Kang Trust dated January 17, 1992..................................... 26,281 26,281 *
Kenneth E. Kingsley................................................... 14,206 14,206 *
Donald E. Lund........................................................ 26,281 26,281 *
John P. Oyer, as Trustee of the John P.
Oyer Trust dated January 21, 1997..................................... 26,281 26,281 *
Suresh K. Sangal, as Trustee of the
Suresh Kumar Sangal Trust dated July 22, 1992......................... 26,281 26,281 *
Philip C. Youngs...................................................... 26,281 26,281 *
</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 26,238 shares of Common Stock owned by Dr. Hwang's
adult children as to which Dr. Hwang disclaims beneficial ownership.
Includes 15,990 shares issuable with respect to stock options exercisable
within 60 days after September 1, 1998.
(3) Includes 3,754,133 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) 625,000 shares of Common Stock held by Daniel A. Whalen and Katherine
C. Whalen as Trustees for the Whalen 1997 Charitable Remainder Unitrust,
(iii) 28,435 shares of Common Stock held by Daniel A. Whalen and Katharine
C. Whalen as Trustees for the MJW Whalen Trust 1997 - D, (iv) 28,435 shares
of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as
Trustees for the ACW Whalen Trust 1997 - D, (v) 28,435 shares of Common
Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the
MCW Whalen Trust 1997 - D, (vi) 28,435 shares of Common Stock held by
Daniel A. Whalen and Katharine C. Whalen as Trustees for the MJW Whalen
Trust 1997 - K, (vii) 28,435 shares of Common Stock held by Daniel A.
Whalen and Katharine C. Whalen as Trustees for the ACW Whalen Trust 1997-
K, and (viii) 28,435 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
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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. Also includes 3,906 shares issuable with respect to stock options
exercisable within 60 days after September 1, 1998.
(4) All information regarding share ownership is taken from and furnished in
reliance upon the Schedule 13G (Amendment No. 6), dated as of April 9,
1998, jointly filed by Pilgrim Baxter & Associates, Ltd., Harold J. Baxter
and Gary I. Pilgrim.
(5) Includes 15,255 shares issuable with respect to stock options exercisable
within 60 days after September 1, 1998.
(6) Excludes an aggregate of 2,683 shares of Common Stock owned by Mr. Haden's
wife as to which Mr. Haden disclaims beneficial ownership. Includes 15,255
shares issuable with respect to stock options exercisable within 60 days
after September 1, 1998.
(7) Includes 3,662 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 11,441 shares issuable with
respect to stock options exercisable within 60 days after September 1,
1998.
(8) Includes 45,898 shares issuable with respect to stock options exercisable
within 60 days after September 1, 1998.
(9) Includes 16,048 shares issuable with respect to stock options exercisable
within 60 days after September 1, 1998. Additionally, Dr. Faust's minor
children own an aggregate of 2,197 shares of Common Stock as to which Dr.
Faust disclaims beneficial ownership.
(10) Includes 55,176 shares issuable with respect to stock options exercisable
within 60 days after September 1, 1998.
(11) Includes 257,821 shares issuable with respect to stock options exercisable
within 60 days after September 1, 1998.
All Selling Stockholders are employees of MPS, and 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.
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PLAN OF DISTRIBUTION
The Company is registering the Shares on behalf of the Selling
Stockholders. As used herein, "Selling Stockholders" includes donees and
pledgees selling shares received from a named Selling Shareholder after the date
of this Prospectus. All costs, expenses and fees in connection with the
registration of the Shares offered hereby will be borne by the Company.
Brokerage commissions and similar selling expenses, if any attributable to the
sale of Shares will be borne by the Selling Stockholders. Sales of Shares may
be effected by Selling Stockholders from time to time in one or more types of
transactions (which may include block transactions) on the Nasdaq National
Market, in the over-the-counter market, in negotiated transactions, through put
or call options transactions relating to the Shares, through short sales of
Shares, or a combination of such methods of sale, at market prices prevailing at
the time of sale, or at negotiated prices. Such transactions may or may not
involve brokers or dealers.
In addition, the Selling Stockholders may enter into hedging transactions
with broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in short
sales of the Company's Common Stock in the course of hedging the positions they
assume with Selling Stockholders. The Selling Stockholders may also enter into
options or other transactions with broker-dealers or other financial
institutions, which require the delivery to such broker-dealer or other
financial institution of the Shares offered hereby, which Shares such
broker-dealer or other financial institution may resell pursuant to this
Prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholders have advised the Company that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities, nor is
there an underwriter or coordinating broker acting in connection with the
proposed sale of Shares by the Selling Stockholders.
The Selling Stockholders may effect such transactions by selling Shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of Shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The Selling Stockholders and any broker-dealers that act in connection with
the sale of Shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the Shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. The Company has agreed to indemnify each Selling
Stockholder against certain liabilities, including liabilities arising under the
Securities Act. The Selling Stockholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
Shares against certain liabilities, including liabilities arising under the
Securities Act.
Because the Selling Stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Stockholders
will be subject to the prospectus delivery requirements of the Securities Act.
The Company has informed the Selling Stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales in the market.
Selling Stockholders also may resell all or a portion of the Shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of such Rule.
Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale
of Shares through a block trade, special offering, exchange
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distribution or secondary distribution or a purchase by a broker or dealer, a
supplement to this Prospectus will be filed, if required, pursuant to Rule
424(b) under the Securities Act, disclosing (i) the name of each such Selling
Stockholder and of the participating broker-dealer(s), (ii) the number of
Shares involved, (iii) the price at which such Shares were sold, (iv) the
commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated
by reference in this Prospectus and (vi) other facts material to the
transaction. In addition, upon the Company being notified by a Selling
Stockholder that a donee or pledgee intends to sell more than 500 Shares, a
supplement to this Prospectus will be filed.
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.
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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.
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