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As filed with the Securities and Exchange Commission on January 20, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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LI-SAN HWANG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TETRA TECH, INC.
670 NORTH ROSEMEAD BOULEVARD
PASADENA, CALIFORNIA 91107
(626) 351-4664
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
JANIS B. SALIN
Riordan & McKinzie
300 South Grand Avenue
29th Floor
Los Angeles, California 90071
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as PRACTICABLE after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE(1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value......... 402,680 shares $13.875 $5,587,185 $1,476
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
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 JANUARY 20, 2000
TETRA TECH, INC.
402,680 SHARES OF COMMON STOCK
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The stockholders of Tetra Tech, Inc. listed herein are offering and selling
402,680 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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Certain of the selling stockholders obtained their shares of Common
Stock on May 21, 1999 in connection with Tetra Tech, Inc.'s acquisition of
BAHA Communications, Inc., and the other selling stockholders obtained their
shares on September 23, 1999 in connection with Tetra Tech, Inc.'s
acquisition of PDR Engineers, 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 January 19, 2000, the closing price of the Common
Stock on the Nasdaq National Market was $13-7/8 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 JANUARY ___, 2000
<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.
THERE ARE RISKS ASSOCIATED WITH OUR ACQUISITION STRATEGY THAT COULD ADVERSELY
IMPACT OUR BUSINESS AND OPERATING RESULTS
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 1999, we purchased eleven companies in
nine 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 typically encounter. 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.
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, WHICH COULD HAVE A
NEGATIVE EFFECT ON THE PRICE OF OUR COMMON STOCK
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 of expenses incurred for corporate initiatives;
- 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.
THE VALUE OF OUR COMMON STOCK COULD CONTINUE TO BE VOLATILE
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.
IF WE ARE NOT ABLE TO SUCCESSFULLY MANAGE OUR GROWTH STRATEGY, OUR BUSINESS
AND RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED
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.
THE LOSS OF KEY PERSONNEL OR OUR INABILITY TO ATTRACT AND RETAIN QUALIFIED
PERSONNEL COULD SIGNIFICANTLY DISRUPT OUR BUSINESS
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 certain 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 once
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.
CHANGES IN EXISTING LAWS AND REGULATIONS COULD REDUCE THE DEMAND FOR OUR
SERVICES
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.
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OUR REVENUES FROM AGENCIES OF THE FEDERAL GOVERNMENT ARE CONCENTRATED, AND A
REDUCTION IN SPENDING BY THESE AGENCIES COULD ADVERSELY AFFECT OUR BUSINESS
AND OPERATING RESULTS
Agencies of the Federal government are among our most significant
clients. During fiscal 1999 approximately 36.8% of our net revenue was
derived from three Federal agencies as follows: 21.9% of our net revenue was
derived from the Department of Defense (DOD), 11.6% from the Environmental
Protection Agency (EPA), and 3.3% 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
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.
OUR CONTRACTS WITH GOVERNMENTAL AGENCIES ARE SUBJECT TO AUDIT, WHICH COULD
RESULT IN THE DISALLOWANCE OF CERTAIN COSTS
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 negotiations with the DCAA, the DCAA disallowed
approximately $4.4 million in costs.
OUR BUSINESS AND OPERATING RESULTS COULD BE ADVERSELY AFFECTED BY LOSSES
UNDER FIXED-PRICE CONTRACTS OR TERMINATION OF CONTRACTS AT THE CLIENT'S
DISCRETION
We contract with Federal and state governments, as well as with the
commercial sector. These contracts are often subject to termination at the
discretion of the client. Additionally, we enter into various types of
contracts with our clients, including fixed-price contracts. In fiscal 1999,
approximately 34.6% 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. Losses
under fixed-price contracts or termination of contracts at the discretion of
the client could have a material adverse effect on our business.
In fiscal 1999, we had a contract change with Tele-Communications,
Inc. involving three turnkey contracts. This change was due in part to
Tele-Communications, Inc.'s change in strategy from turnkey contracts to
direct service contracts in the upgrading of their network systems.
OUR INABILITY TO FIND QUALIFIED SUBCONTRACTORS COULD ADVERSELY AFFECT THE
QUALITY OF OUR SERVICE AND OUR ABILITY TO PERFORM UNDER CERTAIN CONTRACTS
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 1999, subcontractor
costs comprised 23.7% 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.
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OUR INDUSTRY IS HIGHLY COMPETITIVE AND WE MAY BE UNABLE TO COMPETE EFFECTIVELY
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 ours.
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.; EA Engineering, Science &
Technology, Inc.; Earth Tech, Inc.; ICF Kaiser International, Inc.; IT Group
Inc.; Mastec, Inc.; Montgomery Watson; Quanta Services; Roy F. Weston, Inc.;
Wireless Facilities, Inc. and URS Greiner Corporation.
OUR SERVICES EXPOSE US TO SIGNIFICANT RISKS OF LIABILITY AND OUR INSURANCE
POLICIES MAY NOT PROVIDE ADEQUATE COVERAGE
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. Professional liability
policies are "claims made" policies. Thus, only claims made during the term
of the policy are covered. Should we terminate our professional liability
policies and 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 policies may
not protect us against potential liability due to 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. Partially or completely uninsured claims, if successful and of
significant magnitude, could have a material adverse affect on our business.
WE MAY BE PRECLUDED FROM PROVIDING CERTAIN SERVICES DUE TO CONFLICT OF
INTEREST ISSUES
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.
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OUR INTERNATIONAL OPERATIONS EXPOSE US TO RISKS SUCH AS FOREIGN CURRENCY
FLUCTUATIONS
In fiscal 1999 approximately 2.3% 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.
WE COULD EXPERIENCE BUSINESS INTERRUPTIONS RELATING TO THE YEAR 2000
We are working to resolve the potential impact of the year 2000 (Y2K)
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 (Y2K) 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 Y2K compliant
by our vendors. We believe that our financial and accounting and human
resource management information systems are now Y2K compliant and will not be
materially impacted by Y2K.
We have extensive business with the Federal government. Should the
Federal government, especially the DOD, experience significant business
interruptions relating to Y2K compliance, our business could be materially
impacted. To the extent that other third parties upon which we rely, such as
banking institutions, clients and vendors, are unable to address their Y2K
issues in a timely manner, our business could be materially impacted. We
believe that the worst case scenario relating to the Y2K 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 cash flow and working capital needs;
- The impact on our profitability; and
- Our potential liability to third parties for not meeting contracted
deliverables.
SELLING STOCKHOLDERS
On May 21, 1999, we acquired BAHA Communications, Inc., a Nevada
corporation ("BAHA"), through the merger of BAHA Acquisition Corporation, a
Nevada corporation and our wholly-owned subsidiary, into BAHA. In connection
with this acquisition, we issued to the BAHA shareholders an aggregate of
166,155 shares of our Common Stock (as adjusted to reflect a post-closing
purchase price adjustment). Of the 166,155 shares, 29,272 shares are being
held in escrow to provide security for BAHA's generation of specified
operating profit during the 12-month period that commenced on June 1, 1999.
Depending upon BAHA's performance during this period, some or all of the
escrowed shares will be delivered to the former BAHA shareholders.
On September 3, 1999, we acquired PDR Engineers, Inc., a Kentucky
corporation ("PDR"), through the merger of PDR into PDR Acquisition
Corporation, a Delaware corporation and our wholly-owned subsidiary. In
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connection with this acquisition, PDR Acquisition Corporation changed its
name to PDR Engineers, Inc. and we issued to the PDR shareholders an
aggregate of 236,525 shares of our Common Stock.
Under a Registration Rights Agreement dated as of May 21, 1999 as to
the BAHA acquisition and a Registration Rights Agreement dated September 3,
1999 as to the PDR Acquisition, we agreed to register the shares of Common
Stock issued to the former BAHA and PDR shareholders 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 (including shares held in
escrow). 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 of the first three
selling stockholders is c/o BAHA Communications, Inc., 6000 S. Eastern, Suite
9-E, Las Vegas, Nevada 89119, and the address of each of the other selling
stockholders is c/o PDR Engineers, Inc., 800 Corporate Drive, Suite 100,
Lexington, Kentucky 40503.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY NUMBER
OWNED OF
PRIOR SHARES
NAMES TO OFFERING %(1) OFFERED
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<S> <C> <C> <C>
Tim Baker......................... 91,386 * 91,386
Mark Baker........................ 41,539 * 41,539
Dennis Baker...................... 33,230 * 33,230
Elbert C. Ray..................... 134,082 * 134,082
Steven D. Singleton............... 24,412 * 24,412
David B. Servis................... 30,849 * 30,849
Michael A. Cooper................. 47,182 * 47,182
</TABLE>
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* Represents less than 1% of the outstanding shares of Common Stock.
The first three selling stockholders listed above are employees of
BAHA and the other selling stockholders are employees of PDR. No selling
stockholder has had any material relationship with us, or any of our
predecessors or affiliates, other than as an employee. 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.
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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.
9
<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 3, 1999,
as filed with the SEC on December 30, 1999;
2. Definitive Proxy Statement as filed with the SEC on December 30, 1999,
for the 2000 Annual Meeting of Stockholders; and
3. 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, California 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.
10
<PAGE>
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 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 3, 1999 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
<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........................... $ 1,476
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..................................... $11,476
=======
</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>
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 has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Pasadena,
State of California on the 19th day of January, 2000.
TETRA TECH, INC.
By: /s/ Li-San Hwang
------------------------------------
Li-San Hwang
Chairman of the Board,
Chief Executive Officer and
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Li-San Hwang and James M. Jaska, and each of
them his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, including any post-effective amendments as well as any related
registration statement (or amendment thereto) filed in reliance upon Rule
462(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Li-San Hwang Chairman of the Board, Chief January 19, 2000
- ---------------------------- Executive Officer and President
Li-San Hwang (Principal Executive Officer)
/s/ James M. Jaska Vice President, Chief January 19, 2000
- ---------------------------- Financial Officer and Treasurer
James M. Jaska (Principal Financial Officer and
Principal Accounting Officer)
/s/ J. Christopher Lewis Director January 19, 2000
- ----------------------------
J. Christopher Lewis
/s/ Patrick C. Haden Director January 19, 2000
- ----------------------------
Patrick C. Haden
/s/ Joseph J. Shelton Director January 19, 2000
- ----------------------------
Joseph J. Shelton
/s/ Director
- ----------------------------
Daniel A. Whalen
</TABLE>
<PAGE>
EXHIBIT 5
RIORDAN & MCKINZIE
A PROFESSIONAL LAW CORPORATION
300 S. GRAND AVENUE, 29TH FLOOR
LOS ANGELES, CALIFORNIA 90071-3155
January 19, 2000
21-088-001
Tetra Tech, Inc.
670 N. Rosemead Boulevard
Pasadena, California 91107-2190
Ladies and Gentlemen:
We have acted as counsel to Tetra Tech, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "1933 Act"), of 402,680 authorized and previously
issued shares of the Common Stock (the "Shares"), $.01 par value per share,
of the Company to be sold by certain selling stockholders. This opinion is
delivered to you in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the 1933 Act in connection with the Registration
Statement on Form S-3, including all pre-effective and post-effective
amendments thereto (the "Registration Statement"), for the aforementioned
sale, filed with the Securities and Exchange Commission (the "Commission")
under the 1933 Act.
In rendering the opinion set forth herein, we have made such
investigations of fact and law, and examined such documents and instruments,
or copies thereof established to our satisfaction to be true and correct
copies thereof, as we have deemed necessary under the circumstances.
Based upon the foregoing and such other examination of law and fact
as we have deemed necessary, and in reliance thereon, we are of the opinion
that, the Shares are duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is a part of the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the 1933 Act
or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Riordan & McKinzie
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Tetra Tech, Inc. on Form S-3 of our reports dated November 16, 1999
(except for Note 5, as to which the date is December 24, 1999), appearing in
and incorporated by reference in, the Annual Report on Form 10-K of Tetra
Tech, Inc. for the year ended October 3, 1999, 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
January 17, 2000
