<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2000
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TETRA TECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4148514
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
670 North Rosemead Boulevard
Pasadena, California 9ll07
(626) 351-4664
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------------------
1992 Incentive Stock Plan
1992 Stock Option Plan for Nonemployee Directors
(Full title of the plans)
Li-San Hwang
President and CEO
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)
----------------------------
COPIES TO:
Janis B. Salin, Esq.
Riordan & McKinzie
300 S. Grand Avenue, Suite 2900
Los Angeles, California 90071
(213) 629-4824
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 3,377,533 $ 33.875 $ 114,413,930 $ 28,604
====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
<PAGE>
EXPLANATORY NOTE
On June 23, 1994, we registered on Form S-8 (file no. 33-80606) (the
"1994 Registration Statement") 662,500 shares of our common stock. Of such
shares, 625,000 were issuable under our 1992 Incentive Stock Plan (the
"Incentive Plan") and 37,500 were issuable under our 1992 Stock Option Plan for
Nonemployee Directors (the "Directors Plan"). On each of September 16, 1994,
June 23, 1995, June 21, 1996, December 1, 1997, September 15, 1998 and June 15,
1999, we consummated a five-for-four stock split (effected in the form of a 25%
dividend). In accordance with Rule 416 under the Securities Act of 1933, as
amended, there was a corresponding deemed increase in the number of shares
registered under the 1994 Registration Statement, bringing the total number of
shares of our common stock registered in connection with the Incentive Plan and
the Directors Plan to 2,384,186 and 143,051, respectively.
In November 1995 and December 1996, we amended the Incentive Plan to
increase the number of shares that may be issued pursuant to the Incentive Plan
to an aggregate of 2,950,000 shares. As a result of the aforementioned
five-for-four stock splits on December 1, 1997, September 15, 1998 and June 15,
1999 (effected in the form of 25% dividends), we are currently authorized to
issue 5,761,719 shares under the Incentive Plan. The purpose of this
Registration Statement is to register the 3,377,533 previously unregistered
shares (5,761,719 shares less 2,384,186 shares) that are authorized for issuance
under the Incentive Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Tetra Tech, Inc. (the "Company") hereby incorporates herein by
reference the contents of the Registration Statement of the Company on Form S-8
dated June 23, 1994, Registration No. 33-80606.
ITEM 8. EXHIBITS.
5.1 Opinion of Riordan & McKinzie
23.1 Consent of Riordan & McKinzie (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche
24.1 Powers of Attorney (included on page II-2)
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and 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 December 29, 2000.
TETRA TECH, INC.
By: /s/ Li-San Hwang
-------------------------------------
Li-San Hwang
Chairman, Chief Executive Officer and
President
POWERS OF ATTORNEY
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, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-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, 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, Chief Executive Officer and December 29, 2000
------------------------------------ President (Principal Executive Officer)
Li-San Hwang
/s/ James M. Jaska Executive Vice President and Chief December 29, 2000
------------------------------------ Financial Officer (Principal
James M. Jaska Accounting Officer and Principal
Financial Officer)
/s/ J. Christopher Lewis Director December 29, 2000
------------------------------------
J. Christopher Lewis
/s/ Patrick C. Haden Director December 29, 2000
------------------------------------
Patrick C. Haden
/s/ James J. Shelton Director December 29, 2000
------------------------------------
James J. Shelton
/s/ Daniel A. Whalen Director December 29, 2000
------------------------------------
Daniel A. Whalen
II-2
</TABLE>
