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PROSPECTUS
TETRA TECH, INC.
1,534,743 SHARES OF COMMON STOCK
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The stockholders of Tetra Tech, Inc. listed herein are offering and
selling 1,534,743 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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The selling stockholders received their shares of Common Stock on June
11, 1997 in connection with Tetra Tech, Inc.'s acquisition of Whalen & Company,
Inc. and Whalen Services Corps 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.
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Tetra Tech, Inc. Common Stock is traded on the Nasdaq National Market
under the symbol "WATR." On April 27, 1999, the closing price of the Common
Stock on the Nasdaq National Market was $24 7/8 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 APRIL 28, 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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SELLING STOCKHOLDERS
On June 11, 1997, Tetra Tech completed the acquisition of Whalen &
Company, Inc., a Delaware corporation ("WhalenCo"), and Whalen Service Corps
Inc., a Delaware corporation ("Whalen Service" and collectively with WhalenCo,
"WAC"), pursuant to the terms of an Agreement and Plan of Reorganization (the
"WAC Agreement") dated June 11, 1997 among Tetra Tech, WAC and the stockholders
of WAC. The WAC Agreement provided for the merger of WAC with and into Tetra
Tech (the "WAC Merger"). Immediately following the WAC Merger, Tetra Tech formed
Whalen & Company, Inc., a Delaware corporation ("New WhalenCo"), and Whalen
Service Corps Inc., a Delaware corporation ("New Whalen Service"), as
wholly-owned subsidiaries. On June 12, 1997, Tetra Tech transferred the former
assets and liabilities of WhalenCo to New WhalenCo, and transferred the former
assets and liabilities of Whalen Service to New Whalen Service.
Under a Registration Rights Agreement dated as of June 11, 1997, we
agreed to register the shares of Common Stock issued to the selling stockholders
in the WAC Merger 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. 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, the address
of each selling stockholder is c/o Whalen & Company, Inc., 3675 Mt. Diablo
Boulevard, Suite 360, Lafayette, California 94549.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY NUMBER OF
OWNED PRIOR SHARES
NAMES TO OFFERING %(1) OFFERED
- --------------------------------------------------------- ------------ ----- ----------
<S> <C> <C> <C>
Daniel A. Whalen and Katharine C. Whalen,
as Trustees for the Whalen Family Trust
U/A/D 4/30/92 . . . . . . . . . . . . . . . . . . . . . . 1,181,399 3.9% 1,181,399
Brown Investment Advisory & Trust Company, as
Trustee for the Whalen 1997 Charitable Remainder
Unitrust . . . . . . . . . . . . . . . . . . . . . . . . 31,000 * 31,000
DKW/CRT Investments . . . . . . . . . . . . . . . . . . . 199,498 * 199,498
D-K-W Ventures LP . . . . . . . . . . . . . . . . . . . . 122,846 * 122,846
</TABLE>
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* Represents less than 1% of the outstanding shares of Common Stock.
(1) Applicable percentages of ownership are based on 29,936,686 shares of
Common Stock outstanding on April 7, 1999.
All selling stockholders are entities benefitting the family of Daniel A.
Whalen, who serves as our Executive Vice President of Telecommunication Services
and one of our Directors. Because the selling stockholders may sell all or part
of their shares of Common Stock offered hereby, no estimate can be given as to
the number of shares of Common Stock that will be held by any selling
stockholder upon termination of any offering made hereby.
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PLAN OF DISTRIBUTION
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 stockholder 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
- 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
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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 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. Annual Report on Form 10-K/A (Amendment No. 2) for the fiscal year
ended October 4, 1998 filed on March 5, 1999;
4. Quarterly Report on Form 10-Q for the fiscal quarter ended January
3, 1999 filed on February 16, 1999.
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5. Current Report on Form 8-K for the event of September 22, 1998, as
filed with the SEC on October 7, 1998;
6. Current Report on Form 8-K/A for event of September 22, 1998, as
filed with the SEC on December 1, 1998;
7. Definitive Proxy Statement, filed on December 31, 1998, for the
1999 Annual Meeting of Stockholders;
8. Definitive Proxy Statement (Amendment No. 1), filed on January 12,
1999, for the 1999 Annual Meeting of Stockholders; and
9. 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
160,000 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.
11
