<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1999
REGISTRATION NO. 333-64165
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- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
TETRA TECH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4148514
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
670 NORTH ROSEMEAD BOULEVARD
PASADENA, CALIFORNIA 91107
(626) 351-4664
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
----------------------
LI-SAN HWANG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TETRA TECH, INC.
670 NORTH ROSEMEAD BOULEVARD
PASADENA, CALIFORNIA 9110
(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. / /
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>
The information in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell securities, and we are not soliciting offers to buy these
securities, in any state where the offer or sale is not permitted.
PROSPECTUS SUBJECT TO COMPLETION
DATED FEBRUARY 26, 1999
TETRA TECH, INC.
248,605 SHARES OF COMMON STOCK
----------------
The stockholders of Tetra Tech, Inc. listed herein are offering and selling
248,605 shares of Common Stock of Tetra Tech, Inc. under this prospectus.
----------------
INVESTING IN TETRA TECH, INC. COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 2.
----------------
The selling stockholders received their shares of Common Stock on July
9, 1998 in connection with Tetra Tech, Inc.'s acquisition of McNamee, Porter
& Seeley, Inc. 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.
----------------
Tetra Tech, Inc. Common Stock is traded on the Nasdaq National Market
under the symbol "WATR." On February ___, 1999, the closing price of the
Common Stock on the Nasdaq National Market was $__________ per share.
----------------
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.
----------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY ___, 1999
<PAGE>
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:
- We may not be able to identify suitable acquisition candidates or to
acquire additional companies on favorable terms;
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- 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.
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
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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), 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.
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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.
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.
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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 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
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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 July 9, 1998, we completed the acquisition of McNamee, Porter &
Seeley, Inc., a Michigan corporation ("MPS"), pursuant to the terms of a
Stock Purchase Agreement dated June 30, 1998 among Tetra Tech and the
shareholders of MPS (the "MPS Acquisition"). In connection with the MPS
Acquisition, we (i) issued to the shareholders of MPS an aggregate of 274,886
shares of Common Stock and (ii) paid to the shareholders of MPS an aggregate
of $9,601,972.39 in cash.
Under a Registration Rights Agreement dated as of July 9, 1998, we
agreed to register the shares of Common Stock issued to the selling
stockholders 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 248,605 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 Number of Beneficially
Owned Prior Shares Owned 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 *
</TABLE>
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<TABLE>
<CAPTION>
Shares Shares
Beneficially Number of Beneficially
Owned Prior Shares Owned After
Names to Offering %(1) Offered Offering %(1)
- ----------------------------------------- ------------ ---- --------- ------------ ----
<S> <C> <C> <C> <C> <C>
All directors and executive officers
as a group (12 persons)(16) . . . . . . . 3,843,144 12.9% -- 3,843,144 12.9%
SELLING STOCKHOLDERS
Khalil Z. Atasi . . . . . . . . . . . . . 14,206 * 14,206 -- *
Dennis J. Benoit . . . . . . . . . . . . 14,206 * 14,206 -- *
Glenn S. Burkhardt, as Trustee of the
Glenn S. Burkhardt Trust dated
September 12, 1996 . . . . . . . . . . . 26,281 * 26,281 -- *
Thomas M. Doran, as Trustee of the
Thomas M. Doran Trust dated
June 26, 1996 . . . . . . . . . . . . . 26,281 * 26,281 -- *
Charles D. Fifield . . . . . . . . . . . 22,020 * 22,020 -- *
Richard W. Force, as Trustee of the
Richard W. Force Trust dated
June 9, 1992 . . . . . . . . . . . . . . 26,281 * 26,281 -- *
S. Joh Kang, as Trustee of the Shin Joh
Kang Trust dated January 17, 1992 . . . . 26,281 * 26,281 -- *
Kenneth E. Kingsley . . . . . . . . . . . 14,206 * 14,206 -- *
Donald E. Lund . . . . . . . . . . . . . 26,281 26,281 -- *
John P. Oyer, as Trustee of the John P.
Oyer Trust dated January 21, 1997 . . . . 26,281 * 26,281 -- *
Philip C. Youngs . . . . . . . . . . . . 26,281 * 26,281 -- *
</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
9
<PAGE>
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.
(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, 1999.
(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 MPS or trusts of which such
employees are the trustees, 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.
10
<PAGE>
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
- 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.
11
<PAGE>
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 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.
12
<PAGE>
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.
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.
13
<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>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . $ 1,523
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 . . . . . . . . . . . . . . . . . . . $11,523
-------
-------
</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
II-1
<PAGE>
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.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
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).*
</TABLE>
______________
* Previously filed.
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.
II-2
<PAGE>
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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Pasadena, State of California on the 26th of February, 1999.
TETRA TECH, INC.
By: /s/ Li-San Hwang
---------------------------------
Li-San Hwang
Chairman of the Board,
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the 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 February 26, 1999
- ---------------------------- Board, Chief
Li-San Hwang Executive Officer and
President (Principal
Executive Officer)
/s/ James M. Jaska Vice President, Chief February 26, 1999
- ---------------------------- Financial Officer and
James M. Jaska Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
* Director February 26, 1999
- -----------------------------
J. Christopher Lewis
* Director February 26, 1999
- -----------------------------
Patrick C. Haden
* Director February 26, 1999
- -----------------------------
Joseph J. Shelton
Director
- -----------------------------
Daniel A. Whalen
*By: /s/ Li-San Hwang
------------------------
Li-San Hwang
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement on Form S-3 (333-64165) of Tetra Tech, Inc.
on Form S-3 of our reports dated November 13, 1998, appearing in, and
incorporated by reference in, the Annual Report on Form 10-K of Tetra Tech,
Inc. for the year ended October 4, 1998, 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
February 26, 1999
