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TETRA TECH, INC.
920,354 SHARES OF COMMON STOCK
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The stockholders of Tetra Tech, Inc. listed herein are offering and selling
920,354 shares of Common Stock of Tetra Tech, Inc. under this prospectus.
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INVESTING IN TETRA TECH, INC. COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 2.
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All of the selling stockholders obtained or will obtain their shares of
Common Stock in exchange for their Exchangeable Shares of Tetra Tech Canada
Ltd., a subsidiary of Tetra Tech, Inc. The selling stockholders received their
Exchangeable Shares on September 22, 1998 in connection with Tetra Tech, Inc.'s
acquisition of the Sentrex Group of Companies. Some or all of the selling
stockholders expect to sell their shares.
The selling stockholders may offer their shares of Common Stock through
public or private transactions, on or off the Nasdaq National Market, at
prevailing market prices, or at privately negotiated prices.
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Tetra Tech, Inc. Common Stock is traded on the Nasdaq National Market
under the symbol "WATR." On March 18, 1999 the closing price of the Common
Stock on the Nasdaq National Market was $18.00 per share.
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THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS MARCH 18, 1999
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THE COMPANY
Tetra Tech, Inc. is a leading provider of specialized management
consulting and technical services in three principal business areas: resource
management, infrastructure and communications. As a specialized management
consultant, we assist our clients in defining problems and developing
innovative and cost-effective solutions. Our management consulting services
are complemented by our technical services. These technical services, which
implement solutions, include research and development, applied science,
engineering and architectural design, construction management, and operations
and maintenance. Our clients include a diverse base of public and private
organizations located in the United States and internationally.
Since our initial public offering in December 1991, we have increased the
size and scope of our business and have expanded our service offerings through
a series of strategic acquisitions and internal growth. We have more than
3,600 employees worldwide, 3,500 of whom are located in North America in more
than 100 locations. In addition, we have established a presence in Asia, South
America and Europe.
Our principal executive offices are located at 670 North Rosemead
Boulevard, Pasadena, California 91107, and our telephone number is (626)
351-4664. Our website is located at www.tetratech.com. Information contained
in our website is not a part of this prospectus.
USE OF PROCEEDS
The selling stockholders are offering all of the shares of Common Stock
covered by this prospectus. We will not receive any proceeds from the sales of
these shares.
RISK FACTORS
AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS
INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY REVIEW THE FOLLOWING RISK
FACTORS AS WELL AS THE OTHER INFORMATION SET FORTH IN THIS PROSPECTUS BEFORE
MAKING AN INVESTMENT.
SOME OF THE INFORMATION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL
RISKS AND UNCERTAINTIES. YOU CAN IDENTIFY THESE STATEMENTS BY FORWARD-LOOKING
WORDS SUCH AS "MAY," "WILL," "EXPECT," "ANTICIPATE," "BELIEVE," "ESTIMATE" AND
"CONTINUE" OR SIMILAR WORDS. YOU SHOULD READ STATEMENTS THAT CONTAIN THESE
WORDS CAREFULLY BECAUSE THEY: (1) DISCUSS OUR FUTURE EXPECTATIONS; (2) CONTAIN
PROJECTIONS OF OUR FUTURE OPERATING RESULTS OR OF OUR FUTURE FINANCIAL
CONDITION; OR (3) STATE OTHER "FORWARD-LOOKING" INFORMATION. WE BELIEVE IT IS
IMPORTANT TO COMMUNICATE OUR EXPECTATIONS TO OUR INVESTORS. THERE MAY BE EVENTS
IN THE FUTURE, HOWEVER, THAT WE ARE NOT ACCURATELY ABLE TO PREDICT OR OVER
WHICH WE HAVE NO CONTROL. THE RISK FACTORS LISTED IN THIS SECTION, AS WELL AS
ANY CAUTIONARY LANGUAGE IN THIS PROSPECTUS, PROVIDE EXAMPLES OF RISKS,
UNCERTAINTIES AND EVENTS THAT MAY CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THE EXPECTATIONS WE DESCRIBE IN OUR FORWARD-LOOKING STATEMENTS. BEFORE YOU
INVEST IN OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THE OCCURRENCE OF ANY OF
THE EVENTS DESCRIBED IN THESE RISK FACTORS AND ELSEWHERE IN THIS PROSPECTUS
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND
OPERATING RESULTS AND THAT UPON THE OCCURRENCE OF ANY OF THESE EVENTS, THE
TRADING PRICE OF OUR COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART
OF YOUR INVESTMENT.
RISKS ASSOCIATED WITH OUR ACQUISITION STRATEGY
A significant part of our growth strategy is to acquire other companies
that complement our lines of business or that broaden our geographic presence.
During fiscal 1998, we purchased ten companies in five separate transactions.
We expect to continue to acquire companies as an element of our growth
strategy. Acquisitions involve certain risks that could cause our actual growth
or operating results to differ from our expectations or the expectations of
security analysts. For example:
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- We may not be able to identify suitable acquisition candidates or to
acquire additional companies on favorable terms;
- We compete with others to acquire companies. We believe that this
competition will increase and may result in decreased availability or
increased price for suitable acquisition candidates;
- We may not be able to obtain the necessary financing, on favorable
terms or at all, to finance any of our potential acquisitions;
- We may ultimately fail to consummate an acquisition even if we
announce that we plan to acquire a company;
- We may fail to successfully integrate or manage these acquired
companies due to differences in business backgrounds or corporate
cultures;
- These acquired companies may not perform as we expect;
- We may find it difficult to provide a consistent quality of service
across our geographically diverse operations; and
- If we fail to successfully integrate any acquired company, our
reputation could be damaged. This could make it more difficult to
market our services or to acquire additional companies in the future.
In addition, our acquisition strategy may divert management's attention away
from our primary service offerings, result in the loss of key clients or
personnel and expose us to unanticipated liabilities.
Finally, acquired companies that derive a significant portion of their
revenues from the Federal government and that do not follow the same cost
accounting policies and billing procedures as we do may be subject to larger
cost disallowances for greater periods than we are. If we fail to determine
the existence of unallowable costs and establish appropriate reserves in
advance of an acquisition we may be exposed to material unanticipated
liabilities, which could have a material adverse effect on our business.
FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS
Our quarterly revenues, expenses and operating results may fluctuate
significantly because of a number of factors, including:
- The seasonality of the spending cycle of our public sector clients,
notably the Federal government;
- Employee hiring and utilization rates;
- The number and significance of client engagements commenced and
completed during a quarter;
- Delays incurred in connection with an engagement;
- The ability of our clients to terminate engagements without
penalties;
- The size and scope of engagements;
- The timing and size of the return on investment capital; and
- General economic and political conditions.
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Variations in any of these factors could cause significant fluctuations in
our operating results from quarter to quarter and could result in net losses.
POTENTIAL VOLATILITY OF OUR STOCK PRICE
The trading price of our Common Stock has fluctuated widely. In addition,
in recent years the stock market has experienced extreme price and volume
fluctuations. The overall market and the price of our Common Stock may continue
to fluctuate greatly. The trading price of our Common Stock may be
significantly affected by various factors, including:
- Quarter to quarter variations in our operating results;
- Changes in environmental legislation;
- Changes in investors' and analysts' perception of the business risks
and conditions of our business;
- Broader market fluctuations; and
- General economic or political conditions.
MANAGEMENT OF GROWTH
We are growing rapidly. Our growth presents numerous managerial,
administrative, operational and other challenges. Our ability to manage the
growth of our operations will require us to continue to improve our
operational, financial and human resource management information systems and
our other internal systems and controls. In addition, our growth will increase
our need to attract, develop, motivate and retain both our management and
professional employees. The inability of our management to manage our growth
effectively or the inability of our employees to achieve anticipated
performance or utilization levels, could have a material adverse effect on our
business.
RELIANCE ON KEY PERSONNEL AND QUALIFIED PROFESSIONALS
We depend upon the efforts and skills of our executive officers, senior
managers and consultants. With limited exceptions, we do not have employment
agreements with any of these individuals. The loss of the services of any of
these key personnel could adversely affect our business. Although we have
obtained non-compete agreements from the principal stockholders of each of the
companies we have acquired, we generally do not have non-compete or employment
agreements with key employees who were not equity holders of these companies.
We do not maintain key-man life insurance policies on any of our executive
officers or senior managers.
Our future growth and success depends on our ability to attract and retain
qualified scientists and engineers. The market for these professionals is
competitive and we may not be able to attract and retain such professionals.
DEPENDENCE UPON EXISTING LAWS AND REGULATIONS
A significant amount of our resource management business is generated
either directly or indirectly as a result of existing Federal and state
governmental laws, regulations and programs. Any changes in these laws or
regulations that reduce funding or affect the sponsorship of these programs
could reduce the demand for our services and could have a material adverse
effect on our business.
CONCENTRATION OF REVENUES
Agencies of the Federal government are among our most significant clients.
During fiscal 1998 and the three months ended January 3, 1999, approximately
46.8% and 41.5%, respectively, of our net revenue was derived from three
federal agencies as follows: 26.2% and 22.8%, respectively, of our net revenue
was derived from the Department of Defense (DOD), 17.1% and 14.4%,
respectively, from the Environmental Protection Agency (EPA),
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and 3.5% and 3.0%, respectively, from the Department of Energy (DOE). Some
of our contracts with Federal government agencies require annual funding
approval and may be terminated at their discretion. A reduction in spending
by Federal government agencies could limit the continued funding of our
existing contracts with them and could limit our ability to obtain additional
contracts. These limitations, if significant, could have a material adverse
effect on our business.
Additionally the failure of clients to pay significant amounts due us for
our services could adversely affect our business. For example, we recently
received notification from a federal government agency that we are entitled to
payments in excess of our billings. However, the agency involved must obtain
specific funding approval for amounts owed to us and there can be no assurance
this funding approval will be obtained.
RISKS ASSOCIATED WITH GOVERNMENTAL AUDITS
Our contracts with the Federal government and other governmental agencies
are subject to audit. Most of these audits are conducted by the Defense
Contract Audit Agency (DCAA), which reviews our overhead rates, operating
systems and cost proposals. The DCAA may disallow costs if it determines that
we accounted for these costs incorrectly or in a manner inconsistent with Cost
Accounting Standards. A disallowance of costs by the DCAA, or other
governmental auditors, could have a material adverse effect on our business.
In September 1995, we acquired PRC Environmental Management, Inc. (EMI).
EMI also contracts with Federal government agencies and such contracts are also
subject to the same governmental audits. The DCAA has completed audits of
EMI's contracts for the fiscal years 1987 through 1995. As a result of these
audits and our negotiations with the DCAA, the DCAA disallowed approximately
$2.9 million in costs.
FIXED PRICE CONTRACTS
We enter into various contracts with our clients, including fixed-price
contracts. In fiscal 1998 and the three months ended January 3, 1999,
approximately 26.1% and 30.4%, respectively, of our net revenue was derived
from fixed-price contracts. Fixed-price contracts protect clients and expose
us to a number of risks. These risks include underestimation of costs,
problems with new technologies, unforeseen costs or difficulties, delays beyond
our control and economic and other changes that may occur during the contract
period. If we incur losses under fixed-price contracts it could have a material
adverse effect on our business.
DEPENDENCE ON SUBCONTRACTORS
Under some of our contracts, we depend on the efforts and skills of
subcontractors for the performance of certain tasks. Our reliance on
subcontractors varies from project to project. In fiscal 1998 and the three
months ended January 3, 1999, subcontractor costs comprised 22.3% and 21.7%,
respectively, of our gross revenue. The absence of qualified subcontractors
with whom we have a satisfactory relationship could adversely affect the
quality of our service and our ability to perform under some of our contracts.
SIGNIFICANT COMPETITION
We provide specialized management consulting and technical services to a
broad range of public and private sector clients. The market for our services
is highly competitive and we compete with many other firms. These firms range
from small regional firms to large national firms which have greater financial
and marketing resources than we do.
We focus primarily on the resource management, infrastructure and
communications business areas. We provide services to our clients which
include Federal, state and local agencies, and organizations in the private
sector.
We compete for projects and engagements with a number of competitors which
can vary from 10 to 100 firms. Historically, clients have chosen among
competing firms based on the quality and timeliness of the firm's service. We
believe, however, that price has become an increasingly important factor.
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We believe that our principal competitors include, in alphabetical order,
Black & Veatch LLP; Brown & Caldwell; Castle Tower Corporation; Camp, Dresser &
McKee; CH2M Hill Companies Ltd.; Dames & Moore Group; EA Engineering, Science &
Technology, Inc.; Earth Tech, Inc.; ICF Kaiser International, Inc.; IT Group
Inc.; Mastec, Inc.; Montgomery Watson; OSP Consultants, Inc.; Roy F. Weston,
Inc.; and URS Greiner Corporation.
POTENTIAL LIABILITY AND INSURANCE
Our services involve significant risks of professional and other
liabilities which may substantially exceed the fees we derive from our
services. Our business activities could expose us to potential liability under
various environmental laws such as the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (CERCLA). In addition, we sometimes
contractually assume liability under indemnification agreements. We cannot
predict the magnitude of such potential liabilities.
We currently maintain comprehensive general liability, umbrella and
professional liability insurance policies. We believe that our insurance
policies are adequate for our business operations. These policies are "claims
made" policies. Thus, only claims made during the term of the policy are
covered. If we terminate our policies and do not obtain retroactive coverage,
we would be uninsured for claims made after termination even if these claims
are based on events or acts that occurred during the term of the policy. Our
insurance may not protect us against liability because our policies typically
have various exclusions and retentions. In addition, if we expand into new
markets, we may not be able to obtain insurance coverage for such activities
or, if insurance is obtained, the dollar amount of any liabilities incurred
could exceed our insurance coverage. A partially or completely uninsured
claim, if successful and of significant magnitude, could have a material
adverse affect on our business.
CONFLICTS OF INTEREST
Many of our clients are concerned about potential or actual conflicts of
interest in retaining management consultants. 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 us from bidding for
or performing contracts resulting from or relating to certain work we have
performed for the government. In addition, services performed for a private
client may create a conflict of interest that precludes or limits our ability
to obtain work from other public or private organizations. We have, on
occasion, declined to bid on projects because of these conflicts of interest
issues.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
In fiscal 1998 and the three months ended January 3, 1999, approximately
3.2% and 5.0%, respectively, of our net revenue was derived from the
international marketplace. Some contracts with our international clients are
denominated in foreign currencies. As such, these contracts contain inherent
risks including foreign currency exchange risk and the risk associated with
expatriating funds from foreign countries. If our international revenue
increases, our exposure to foreign currency fluctuations will also increase.
We have entered into forward exchange contracts to address certain foreign
currency fluctuations.
YEAR 2000
We are working to resolve the potential impact of the year 2000 on our
business operations and the ability of our computerized information systems to
accurately process information that may be date-sensitive. Any of our programs
that recognize a date using "00" as the year 1900 rather than the year 2000
could result in errors or system failures.
We utilize a number of computer programs across our entire operation. The
primary information technology systems we utilize are the accounting and
financial and human resource information management systems. We began our risk
assessment in 1995. Since that time we have procured and implemented certain
accounting and financial reporting systems as well as contract administration
and billing systems that have been certified as year 2000 compliant by our
vendors. Currently, approximately 72% of our gross revenue is recognized on
these year
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2000 compliant systems. We believe that our financial and accounting and
human resource management information systems will be year 2000 compliant in
a timely manner and will not be materially impacted by the year 2000. We may
fail, however, in updating our various systems to be year 2000 compliant in a
timely manner.
We have extensive business with the Federal government. Should the
Federal government, especially the DOD, experience significant business
interruptions relating to non-year 2000 compliance, our business could be
materially impacted. To the extent that other third parties which we rely
upon, such as banking institutions, clients and vendors, are unable to
address their year 2000 issues in a timely manner, our business could be
materially impacted. We believe that the worst case scenario relating to the
year 2000 would be an extensive period of time in which the Federal
government and other third parties could not process payments promptly, in
addition to our financial institutions not being able to supply us with our
working capital needs.
Additional risks associated with non-year 2000 compliance include:
- Our inability to invoice and process payments;
- Our inability to produce accurate and timely financials;
- The impact on our profitability; and
- Our potential liability to third parties for not meeting contracted
deliverables.
IMPACT OF ANTI-TAKEOVER PROVISIONS ON OUR STOCK PRICE
Our certificate of incorporation and by-laws and the Delaware General
Corporation Law include provisions that may be deemed to have anti-takeover
effects. These anti-takeover effects could delay or prevent a takeover attempt
that you or our other stockholders might consider in your or their best
interests.
In addition, our board of directors is authorized to issue, without
obtaining stockholder approval, up to 2,000,000 shares of preferred stock and
to determine the price, rights, preferences and privileges of such shares
without any further stockholder action. The existence of this "blank-check"
preferred stock could make more difficult or discourage an attempt to obtain
control of us by means of a tender offer, merger, proxy contest or otherwise.
In the future, we may adopt other measures that may have the effect of
delaying, deferring or preventing an unsolicited takeover, even if such a
change in control were at a premium price or favored by a majority of
unaffiliated stockholders. Certain of these measures may be adopted without any
further vote or action by the stockholders.
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PRINCIPAL AND SELLING STOCKHOLDERS
On September 22, 1998, we acquired, through our subsidiary, Tetra Tech
Canada Ltd. (TTC), four Canadian and two U.S. corporations that are
collectively referred to as the Sentrex Group of Companies (SGOC). In
connection with this acquisition, we issued to the SGOC shareholders an
aggregate of 920,354 Exchangeable Shares of TTC and paid to the SGOC
shareholders an aggregate of $4,515,467 in cash. The SGOC shareholders may
exchange their Exchangeable Shares for shares of our Common Stock on and
after February 22, 1999.
Under a Registration Rights Agreement dated as of September 22, 1998, we
agreed to register the shares of Common Stock issuable upon exchange of the
Exchangeable Shares and to use commercially reasonable efforts to keep the
registration statement effective until the date on which all selling
stockholders may sell their shares of Common Stock under Rule 144 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), without
any volume limitation. Our registration of the shares of Common Stock does
not necessarily mean that the selling stockholders will sell all or any of
the shares.
The shares listed below represent all of the shares that each selling
stockholder currently owns of our Common Stock. The following table sets
forth certain information regarding the beneficial ownership of our Common
Stock at February 17, 1999 and after giving effect to the sale by the selling
stockholders of 920,354 shares of Common Stock in this offering by: (1) each
director and executive officer; (2) each person we know to beneficially own
more than 5% of the outstanding shares of our Common Stock; (3) all officers
and directors as a group; and (4) the selling stockholders. Except as
otherwise noted, we know of no agreements among our stockholders which relate
to voting or investment power over our Common Stock. Except as otherwise
noted, each person named below has an address in care of our principal
executive offices.
<TABLE>
<CAPTION>
SHARES
SHARES BENEFICIALLY
BENEFICIALLY NUMBER OF OWNED
OWNED PRIOR SHARES AFTER
NAMES TO OFFERING %(1) OFFERED OFFERING %(1)
- --------------------------------------------------- ------------ ---- --------- ------------ ----
<S> <C> <C> <C> <C> <C>
Li-San Hwang(2) . . . . . . . . . . . . . . . . . . 1,629,961 5.5 % -- 1,629,961 5.5 %
Daniel A. Whalen(3) . . . . . . . . . . . . . . . . 1,538,649 5.2 -- 1,538,649 5.2
Whalen & Company, Inc.
3675 Mt. Diablo Boulevard
Suite 360
Lafayette, California 94549
Pilgrim Baxter & Associates, Ltd.(4) . . . . . . . 2,727,545 9.2 -- 2,727,545 9.2
825 Duportail Road
Wayne, Pennsylvania 19087
T. Rowe Price Associates, Inc.(5) . . . . . . . . . 1,777,555 6.0 -- 1,777,555 6.0
100 E. Pratt Street
Baltimore, Maryland 21202
J. Christopher Lewis(6) . . . . . . . . . . . . . . 76,472 * -- 76,472 *
Patrick C. Haden(7) . . . . . . . . . . . . . . . . 28,145 * -- 28,145 *
James J. Shelton(8) . . . . . . . . . . . . . . . . 20,869 * -- 20,869 *
Thomas D. Brisbin(9) . . . . . . . . . . . . . . . 47,603 * -- 47,603 *
Charles R. Faust(10) . . . . . . . . . . . . . . . . 48,908 * -- 48,908 *
James M. Jaska(11) . . . . . . . . . . . . . . . . 58,209 * -- 58,209 *
William R. Brownlie(12) . . . . . . . . . . . . . . 147,068 * -- 147,068 *
Steven A. Gherini(13) . . . . . . . . . . . . . . . 170,262 * -- 170,262 *
Arkan Say(14) . . . . . . . . . . . . . . . . . . . 39,157 * -- 39,157 *
Richard A. Lemmon(15) . . . . . . . . . . . . . . . 37,841 * -- 37,841 *
All directors and executive officers as a group
(12 persons)(16) . . . . . . . . . . . . . . . . 3,843,144 12.9 % -- 3,843,144 12.9 %
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<CAPTION>
SHARES
SHARES BENEFICIALLY
BENEFICIALLY NUMBER OF OWNED
OWNED PRIOR SHARES AFTER
NAMES TO OFFERING %(1) OFFERED OFFERING %(1)
- --------------------------------------------------- ------------ ---- --------- ------------ ----
<S> <C> <C> <C> <C> <C>
SELLING STOCKHOLDERS
Angus Footman . . . . . . . . . . . . . . . . . . 45,980 * 45,980 -- *
Leonard Stanmore . . . . . . . . . . . . . . . . 351,318 1.2 351,318 -- --
Peter Nicoletti . . . . . . . . . . . . . . . . . 227,541 * 227,541 -- *
Raymond Conroy . . . . . . . . . . . . . . . . . 147,190 * 147,190 -- *
James Suen . . . . . . . . . . . . . . . . . . . 57,653 * 57,653 -- *
Elizabeth Stanmore . . . . . . . . . . . . . . . 79,598 * 79,598 -- *
Silvana Nicoletti . . . . . . . . . . . . . . . . 4,713 * 4,713 -- *
Andre Greco . . . . . . . . . . . . . . . . . . . 3,533 * 3,533 -- *
Gordon Brooks . . . . . . . . . . . . . . . . . . 2,827 * 2,827 -- *
</TABLE>
- ---------------
* Represents less than 1% of the outstanding shares of Common Stock.
(1) Applicable percentages of ownership are based on 29,749,661 shares of
Common Stock outstanding on February 17, 1999, adjusted as required by the
rules promulgated by the Securities and Exchange Commission (SEC). This
table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G (if any) filed with the
SEC. Unless otherwise indicated, and subject to community property laws
where applicable, we believe that each of the stockholders named in this
table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Any security that any person named above
has the right to acquire within 60 days is deemed to be outstanding for
purposes of calculating the percentage ownership of such person, but is
not deemed to be outstanding for purposes of calculating the ownership
percentage of any other person.
(2) Includes 26,563 shares issuable with respect to stock options exercisable
within 60 days after February 17, 1999.
(3) Includes 3,906 shares issuable with respect to stock options exercisable
within 60 days after February 17, 1999. Also includes (a) 1,181,399
shares of Common Stock held by Daniel A. Whalen and Katharine C. Whalen,
as Trustees for the Whalen Family Trust U/A/D 4/30/92, (b) 31,000 shares
of Common Stock held by Brown Investment Advisory & Trust Company, as
Trustee for the Whalen 1997 Charitable Remainder Unitrust, (c) 199,498
shares of Common Stock held by DKW/CRT Investments, and (d) 122,846
shares of Common Stock held by D-K-W Ventures LP.
(4) All information regarding share ownership is taken from and furnished in
reliance upon the Schedule 13G (Amendment No. 9), dated as of January 19,
1999, filed by Pilgrim Baxter & Associates, Ltd.
(5) All information regarding share ownership is taken from and furnished
in reliance upon the Schedule 13G, dated as of February 12, 1999, filed
by T. Rowe Price Associates, Inc.
(6) Includes 19,070 shares issuable with respect to stock options exercisable
within 60 days after February 17, 1999.
(7) 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 19,070
shares issuable with respect to stock options exercisable within 60 days
after February 17, 1999.
(8) Includes 5,613 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 15,256 shares issuable
with respect to stock options exercisable within 60 days after
February 17, 1999.
(9) Includes 46,835 shares issuable with respect to stock options exercisable
within 60 days after February 17, 1999.
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(10) Includes 21,230 shares issuable with respect to stock options exercisable
within 60 days after February 17, 1999. Additionally, Charles R. Faust's
minor children own an aggregate of 2,882 shares of Common Stock as to
which Charles R. Faust disclaims beneficial ownership.
(11) Includes 57,558 shares issuable with respect to stock options exercisable
within 60 days after February 17, 1999.
(12) Includes 41,484 shares issuable with respect to stock options exercisable
within 60 days after February 17, 1999. Also includes an aggregate of 400
shares of Common Stock owned by Dr. Brownlie's minor children.
(13) Includes 27,090 shares issuable with respect to stock options exercisable
within 60 days after February 17, 1999.
(14) Includes 14,157 shares issuable with respect to stock options exercisable
within 60 days after February 17, 1999.
(15) Includes 11,945 shares issuable with respect to stock options exercisable
within 60 days after February 17, 199.
(16) Includes 304,164 shares issuable with respect to stock options exercisable
within 60 days after February 17, 1999.
All selling stockholders are employees of SGOC, and no selling stockholder
has had any material relationship with us, or any of our predecessors or
affiliates. Because the selling stockholders may sell all or part of their
shares of Common Stock offered hereby, no estimate can be given as to the number
of shares of Common Stock that will be held by any selling stockholder upon
termination of any offering made hereby.
PLAN OF DISTRIBUTION
We are registering the shares of Common Stock 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. This Prospectus may also be used by transferees of
the selling stockholders or by other persons acquiring shares, including
brokers who borrow the shares to settle short sales of shares of Common Stock.
We will bear all costs, expenses and fees in connection with the registration
of the shares offered hereby. The selling stockholders will bear brokerage
commissions and any similar selling expenses associated with the sale of shares.
The selling stockholders may offer their shares of Common Stock at various
times in one or more of the following transactions:
- on the Nasdaq National Market;
- in the over-the-counter market;
- in transactions other than on the Nasdaq National Market or in the
over-the-counter market;
- in connection with short sales of the shares of Common Stock;
- by pledge to secure debts and other obligations;
- in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other
transactions in standardized or over-the-counter options; or
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- in any combination of any of the above transactions.
In connection with hedging transactions, broker-dealers or other
financial institutions may engage in short sales of the 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 may be resold pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. The selling shareholders may use
broker-dealers to sell their shares. If this happens, broker-dealers will
either receive discounts or commissions from purchasers of shares for whom they
acted as agents.
The selling stockholders have advised us 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 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. We have 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. We have informed the selling stockholders that the
anti-manipulative provisions of Regulation M promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), may apply to their
sales in the market.
The 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 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 distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
Prospectus, 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, and (v) other
facts material to the transaction. In addition, upon being notified by a
selling stockholder that a donee or pledgee intends to sell more than 500
shares, we will file a supplement to this Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (SEC). You may read
and copy any document we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Our SEC filings are also
available to the public from the SEC's Website at "http: //www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by
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reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act:
1. Annual Report on Form 10-K for the fiscal year ended October 4, 1998
filed on December 31, 1998;
2. Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year
ended October 4, 1998 filed on February 2, 1999;
3. Quarterly Report on Form 10-Q for the fiscal quarter ended January 3,
1999 filed on February 16, 1999.
4. Current Report on Form 8-K for the event of September 22, 1998, as
filed with the SEC on October 7, 1998;
5. Current Report on Form 8-K/A for event of September 22, 1998, as filed
with the SEC on December 1, 1998;
6. Definitive Proxy Statement, filed on December 31, 1998, for the 1999
Annual Meeting of Stockholders;
7. Definitive Proxy Statement (Amendment No. 1), filed on January 12,
1999, for the 1999 Annual Meeting of Stockholders; and
8. The description of the Common Stock set forth in the Registration
Statement on Form 8-A dated November 13, 1991, including any
amendments or reports filed for the purpose of updating such
description.
You may request a copy of these filings, at no cost, by writing or
telephoning James M. Jaska as follows:
Tetra Tech, Inc.
Attention: Investor Relations
670 North Rosemead Boulevard
Pasadena, CA 91107
(626) 351-4664
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed on for us
by Riordan & McKinzie, a Professional Corporation, Los Angeles, California.
Certain principals of Riordan & McKinzie own, in the aggregate, approximately
162,140 shares of Common Stock.
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EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from our Annual Report on Form
10-K for the year ended October 4, 1998 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.
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