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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. / /
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............... 407,877 shares $23.53 $9,598,000 $2,534
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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.
<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 AUGUST 16, 2000
TETRA TECH, INC.
407,877 SHARES OF COMMON STOCK
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The stockholders of Tetra Tech, Inc. listed herein are offering and
selling 407,877 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 obtained their shares of Common Stock on April
3, 2000 in connection with Tetra Tech, Inc.'s acquisition of eXpert Wireless
Solutions, Inc. as of March 31, 2000. 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 August 14, 2000, the closing price of the Common
Stock on the Nasdaq National Market was $24.00 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 AUGUST 16, 2000
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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 6,500 employees worldwide, of which approximately 6,400 are located in
North America in more than 150 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.
During the nine months ended July 2, 2000, we purchased eight companies in seven
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. Competition may
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 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 principals and
stockholders of 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 the nine months ended July 2, 2000, approximately 28.9% of
our net revenue was derived from Federal agencies, of which 15.3% was derived
from the Department of Defense (DOD), 9.4% from the Environmental Protection
Agency (EPA), 2.2% from the Department of Energy (DOE), and 2.0% from various
other Federal government agencies. Some 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.
OUR CONTRACTS WITH GOVERNMENTAL AGENCIES ARE SUBJECT TO AUDIT, WHICH COULD
RESULT IN THE DISALLOWANCE OF CERTAIN COSTS
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. At the time of acquisition,
audits had not yet been completed or finalized. Accordingly, reserves were
established for potential disallowances. Since then, 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 has disallowed
approximately $4.4 million in costs which have been applied against the
established reserves.
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 with or without cause. Additionally, we enter into
various types of contracts with our clients, including 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. Reliance on
subcontractors varies from project to project. In the nine months ended July
2, 2000, subcontractor costs comprised 23.0% 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.;
URS Greiner Corporation and Wireless Facilities, Inc.
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
policy 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. Additionally, 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 the nine months ended July 2, 2000, approximately 2.8% 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 periodically enter into forward exchange
contracts to address certain foreign currency fluctuations.
SELLING STOCKHOLDERS
We acquired eXpert Wireless Solutions, Inc., a New Jersey corporation
("EWS"), as of March 31, 2000 through the merger of EWS with and into Tetra
Tech EWS Acquisition Corporation, a Delaware corporation and our wholly-owned
subsidiary. In connection with this acquisition, we issued to the EWS
shareholders an aggregate of 407,877 shares of our Common Stock.
Under a Registration Rights Agreement dated as of March 31, 2000, we
agreed to register the shares of Common Stock issued to the former EWS
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. 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 eXpert Wirless Solutions, Inc.,
2050 Center Avenue, Suite 120, Fort Lee, New Jersey 07024.
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<CAPTION>
SHARES
BENEFICIALLY NUMBER OF
NAMES OWNED PRIOR %(1) SHARES
TO OFFERING OFFERED
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Kamran Mahbobi.............................................................. 89,733 * 89,733
Behzad Ghahramani........................................................... 89,733 * 89,733
Phillippe Dorante........................................................... 89,733 * 89,733
Behnam Adelzadeh............................................................ 48,945 * 48,945
Abdolreza Ziglari........................................................... 89,733 * 89,733
</TABLE>
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* Represents less than 1% of the outstanding shares of Common Stock.
The selling stockholders listed above are employees of EWS. 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.
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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 shareholder after
the date of this Prospectus. This Prospectus may also be used by transferees
of the selling stockholders or by other persons acquiring shares, including
brokers who borrow the shares to settle short sales of shares of Common
Stock. We will bear all costs, expenses and fees in connection with the
registration of the shares offered hereby. The selling stockholders will bear
brokerage commissions and any similar selling expenses associated with the
sale of shares.
The selling stockholders may offer their shares of Common Stock at
various times in one or more of the following transactions:
- on the Nasdaq National Market;
- in the over-the-counter market;
- in transactions other than on the Nasdaq National Market or in
the over-the-counter market;
- in connection with short sales of the shares of Common Stock;
- by pledge to secure debts and other obligations;
- in connection with the writing of non-traded and exchange-traded
call options, in hedge transactions and in settlement of other
transactions in standardized or over-the-counter options; or
- 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.
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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 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;
3. Quarterly Report on Form 10-Q for the quarter ended January 2,
2000, as filed with the SEC on February 16, 2000;
4. Quarterly Report on Form 10-Q for the quarter ended April 2,
2000, as filed with the SEC on May 17, 2000;
5. Quarterly Report on Form 10-Q for the quarter ended July 2,
2000, as filed with the SEC on August 16, 2000; and
6. 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.
9
<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, 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.
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.
10
<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................................................................. $ 2,534
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........................................................................... $12,534
======
</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 16th day of August, 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 August 16, 2000
------------------------------------ Executive Officer and President
Li-San Hwang (Principal Executive Officer)
/s/ James M. Jaska Vice President, Chief August 16, 2000
-------------------------------------------- Financial Officer and Treasurer
James M. Jaska (Principal Financial Officer
and Principal Accounting
Officer)
/s/ J. Christopher Lewis Director August 16, 2000
--------------------------------------------
J. Christopher Lewis
/s/ Patrick C. Haden Director August 16, 2000
--------------------------------------------
Patrick C. Haden
/s/ James J. Shelton Director August 16, 2000
--------------------------------------------
James J. Shelton
Director
--------------------------------------------
Daniel A. Whalen
</TABLE>
II-4
