<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 1998
REGISTRATION NO. 333-
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
TETRA TECH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4148514
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
670 NORTH ROSEMEAD BOULEVARD
PASADENA, CALIFORNIA 91107
(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
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of each class Amount Proposed maximum Proposed maximum Amount of
of securities to be to be offering price aggregate registration
registered registered per unit(1) offering price(1) fee(1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value..... 3,957,873 $23.47 $92,891,279 $27,403
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</TABLE>
(1) Calculated pursuant to Rule 457, based on the average of the high and low
sales prices, $23.63 and $23.31 respectively, on March 20, 1998 as
reported on the Nasdaq National Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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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 MARCH 24, 1998
TETRA TECH, INC.
3,957,873 SHARES OF COMMON STOCK
----------------------
The 3,957,873 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 __, 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 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 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 are 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 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, 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
4
<PAGE>
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, 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.
5
<PAGE>
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
1997 1996 1995 1994 1993
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
outstanding(1):
Basic. . . . . . . . . . . . . . . 18,697 17,481 16,468 16,371 16,074
Diluted. . . . . . . . . . . . . . 19,725 18,065 16,917 16,649 16,334
</TABLE>
<TABLE>
<CAPTION>
Fiscal Years Ended
1997 1996 1995 1994 1993
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>
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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.
(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.
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 June 11, 1997 (the "WAC Closing Date"), Tetra Tech completed the
acquisition of Whalen & Company, Inc., a Delaware corporation ("WhalenCo"),
and Whalen Service Corps Inc., a Delaware corporation ("Whalen Service" and
collectively with WhalenCo, "WAC"), pursuant to the terms of an Agreement and
Plan of Reorganization (the "WAC Agreement") dated June 11, 1997 among Tetra
Tech, WAC and the stockholders of WAC. The WAC Agreement provided for the
merger of WAC with and into Tetra Tech (the "WAC Merger"). Immediately
following the WAC Merger, Tetra Tech formed Whalen & Company, Inc., a
Delaware corporation ("New WhalenCo"), and Whalen Service Corps Inc., a
Delaware corporation ("New Whalen Service"), as wholly-owned subsidiaries.
On June 12, 1997, Tetra Tech transferred the former assets and liabilities of
WhalenCo to New WhalenCo, and transferred the former assets and liabilities
of Whalen Service to New Whalen Service.
In connection with the WAC Merger, Tetra Tech (i) paid to the
stockholders of WAC an aggregate of $8,050,584 in cash and (ii) issued to the
stockholders of WAC an aggregate of (A) 2,100,000 shares of Common Stock and
(B) 1,231,840 shares of Series A Preferred Stock that were subsequently
converted into 1,539,795 shares of Common Stock.
On July 11, 1997 (the "CDC Closing Date"), Tetra Tech completed the
acquisition of CommSite Development Corporation, a California corporation
("CDC"), pursuant to the terms of an Agreement and Plan and Reorganization
(the "CDC Agreement") dated July 11, 1997 among Tetra Tech, CDC, CDC
Acquisition Corporation, a California corporation and a wholly-owned
subsidiary of Tetra Tech ("CDC Acquisition"), and the shareholders of CDC.
The CDC Agreement provided for the merger of CDC Acquisition with and into
CDC (the "CDC Merger"). As a result of the CDC Merger, CDC became a
wholly-owned subsidiary of Tetra Tech.
In connection with the CDC Merger, Tetra Tech issued to the shareholders
of CDC an aggregate of 318,078 shares of Common Stock on the CDC Closing
Date. In connection with the post-closing purchase price adjustment required
under the CDC Agreement, Tetra Tech paid to the shareholders of CDC an
aggregate of $728,523 in cash.
The shares of Common Stock to be sold hereunder were issued to the
former shareholders of WAC and CDC (collectively, the "Selling Stockholders")
in connection with the WAC Merger and the CDC Merger, respectively.
6
<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
--------------------
Whalen Family Trust U/A/D 4/30/92........... 3,003,307 3,003,307 13.4
Whalen 1997 Charitable Remainder Unitrust... 500,000 500,000 *
MJW Whalen Trust 1997-D..................... 22,748 22,748 *
ACW Whalen Trust 1997-D..................... 22,748 22,748 *
MCW Whalen Trust 1997-D..................... 22,748 22,748 *
MJW Whalen Trust 1997-K..................... 22,748 22,748 *
ACW Whalen Trust 1997-K..................... 22,748 22,748 *
MCW Whalen Trust 1997-K..................... 22,748 22,748 *
The Michael E. Flynn and Bonnie F. Flynn
Community Property Trust Dated 3/28/97.... 106,026 106,026 *
Gregory H. Guerrazzi........................ 106,026 106,026 *
John D. Petersen............................ 106,026 106,026 *
</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
7
<PAGE>
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 WAC or CDC, 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. As indicated in note (3) to the above table, Daniel A. Whalen,
who serves as Executive Vice President of Telecommunication Services and a
Director of Tetra Tech, also serves as a Trustee for the trusts listed in
such note. All of such trusts are Selling Stockholders hereunder. The
Company has been informed that such trusts intend to contribute certain of
their shares of Common Stock to D-K-W Ventures L.P., a California limited
partnership, and to DKW/CTR Investments, a California general partnership.
Daniel A. Whalen will continue to beneficially own all shares of Common Stock
transferred to such partnerships. After the foregoing contributions, the
partnerships will be Selling Stockholders hereunder. 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 (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
8
<PAGE>
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.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of estimated expenses to be paid by the
Registrant in connection with the issuance and distribution of the securities
being registered.
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee............................. $27,403
Legal fees....................................... 5,000
Accountants' fees................................ 2,000
Blue Sky qualification fees and expenses......... 1,000
Transfer Agent fees.............................. 1,000
Miscellaneous.................................... 1,000
-------
Total.................................. $37,403
-------
-------
</TABLE>
All of the above amounts, except for the SEC registration fee, have been
estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware Corporation Law provides that a Delaware
corporation may indemnify any person against expenses, judgments, fines and
settlements actually and reasonably incurred by any such person in connection
with a threatened, pending or completed action, suit or proceeding in which
he is involved by reason of the fact that he is or was director, officer,
employee or agent of such corporation, provided that (i) he acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation and (ii) with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful.
If the action or suit is by or in the name of the corporation, the
corporation may indemnify any such person against expense actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation for negligence or misconduct in the performance of his duty to
the corporation, unless and only to the extent that the Delaware Court of
Chancery or the court in which the action or suit is brought determines upon
application that, despite the adjudication of liability but in view of all of
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expense as the court deems proper.
The Company's By-Laws provides for indemnification of persons to the
fullest extent permitted by the Delaware Corporation Law.
In accordance with the Delaware Corporation Law, the Company's
Certificate of Incorporation, as amended, limits the personal liability of
its directors for violations of their fiduciary duty. The Certificate of
Incorporation eliminates each director's liability to the Company or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under the section of the Delaware law
providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions, or (iv) for any transaction from
which a director derived any improper personal benefit. The effect of this
provision is to eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence. This provision will
not, however, limit in any way the liability of directors for violations of
the Federal securities laws.
II-1
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5 Opinion of Riordan & McKinzie, a Professional Corporation.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Riordan & McKinzie (included in Exhibit 5).
24 Powers of Attorney with respect to the Company (included on page II-4)
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Pasadena,
State of California on the 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
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Li-San Hwang and James M. Jaska, and each of
them his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, including any post-effective amendments as well as any related
registration statement (or amendment thereto) filed in reliance upon Rule
462(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Li-San Hwang Chairman of the Board, Chief March 23, 1998
- ------------------------- Executive Officer and President
Li-San Hwang (Principal Executive Officer)
/s/ James M. Jaska Vice President, Chief March 23, 1998
- ------------------------- Financial Officer and Treasurer
James M. Jaska (Principal Financial Officer and
Principal Accounting Officer)
/s/ J. Christopher Lewis Director March 23, 1998
- -------------------------
J. Christopher Lewis
/s/ Patrick C. Haden Director March 23, 1998
- -------------------------
Patrick C. Haden
/s/ Joseph J. Shelton Director March 23, 1998
- -------------------------
Joseph J. Shelton
/s/ Daniel A. Whalen Director March 23, 1998
- -------------------------
Daniel A. Whalen
</TABLE>
II-3
<PAGE>
EXHIBIT 5
RIORDAN & MCKINZIE
A PROFESSIONAL LAW CORPORATION
300 S. GRAND AVENUE, 29TH FLOOR
LOS ANGELES, CALIFORNIA 90071-3155
March 23, 1998
21-088-001
Tetra Tech, Inc.
670 N. Rosemead Boulevard
Pasadena, California 91107-2190
Ladies and Gentlemen:
We have acted as counsel to Tetra Tech, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "1933 Act"), of 3,957,873 authorized and previously
issued shares of the Common Stock (the "Shares"), $.01 par value per share,
of the Company to be sold by certain selling stockholders. This opinion is
delivered to you in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the 1933 Act in connection with the Registration
Statement on Form S-3, including all pre-effective and post-effective
amendments thereto (the "Registration Statement"), for the aforementioned
sale, filed with the Securities and Exchange Commission (the "Commission")
under the 1933 Act.
In rendering the opinion set forth herein, we have made such
investigations of fact and law, and examined such documents and instruments,
or copies thereof established to our satisfaction to be true and correct
copies thereof, as we have deemed necessary under the circumstances.
Based upon the foregoing and such other examination of law and fact as
we have deemed necessary, and in reliance thereon, we are of the opinion
that, the Shares are duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is a part of the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the 1933 Act
or the rules and regulations of the Commission thereunder.
Very truly yours,
Riordan & McKinzie
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Tetra Tech, Inc. on Form S-3 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
