-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UrQKnd3rPSCH5rej7fAiU0w3PcvvkhpA38JT1Is1TSVz3Jy9gC+QHCO57PYCJWc8 16/l4Y0q+WE+Sq0sSfsgaA== 0001047469-98-011253.txt : 19980325 0001047469-98-011253.hdr.sgml : 19980325 ACCESSION NUMBER: 0001047469-98-011253 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980324 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TETRA TECH INC CENTRAL INDEX KEY: 0000831641 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 954148514 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-26199 FILM NUMBER: 98572260 BUSINESS ADDRESS: STREET 1: 670 N ROSEMEAD BOULEVARD CITY: PASEDENA STATE: CA ZIP: 91107-2190 BUSINESS PHONE: 6263514664 MAIL ADDRESS: STREET 1: 670 N ROSEMEAD BLVD CITY: PASADENA STATE: CA ZIP: 91107 POS AM 1 FORM POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 1998 REGISTRATION NO. 333-26199 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- TETRA TECH, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-4148514 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 670 NORTH ROSEMEAD BOULEVARD PASADENA, CALIFORNIA 91107 (626) 351-4664 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES) ----------------------- LI-SAN HWANG PRESIDENT AND CHIEF EXECUTIVE OFFICER TETRA TECH, INC. 670 NORTH ROSEMEAD BOULEVARD PASADENA, CALIFORNIA 91107 (626) 351-4664 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ----------------------- COPIES TO: JANIS B. SALIN Riordan & McKinzie 300 South Grand Avenue 29th Floor Los Angeles, California 90071 ----------------------- 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. - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ PROSPECTUS TETRA TECH, INC. 261,146 SHARES OF COMMON STOCK ---------------------- The 261,146 shares (the "Shares") of Common Stock, par value $.01 per share ("Common Stock"), of Tetra Tech, Inc. ("Tetra Tech" or the "Company") offered hereby are to be sold by the persons named herein under "Selling Stockholders." INVESTORS SHOULD CONSIDER THE INFORMATION SET FORTH IN THIS PROSPECTUS BEGINNING ON PAGE 5 UNDER "RISK FACTORS" PRIOR TO PURCHASE. Holders of the Shares may resell the Shares from time to time in transactions on the Nasdaq National Market, and may sell the Shares through a broker or brokers or in the over-the-counter market at prices prevailing on such exchange or over-the-counter market, as appropriate, at the times of such sales. The Selling Stockholders may also make private sales directly or through such broker or brokers. See "Plan of Distribution." Sales of the Shares may be effected by selling such securities to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the sellers thereof. Such sellers and any broker-dealer who acts in connection with the sales of Shares may be deemed to be "underwriters" as that term is defined in the Securities Act of 1933, as amended (the "Securities Act"), and any commissions received by them and profit on any resale of the Shares might be deemed to be underwriting discounts and commissions under the Securities Act. None of the proceeds from the sale of the Shares will be received by the Company. The Company has agreed to bear all expenses (other than underwriting discounts and selling commissions and fees and expenses of counsel and other advisors to the Selling Stockholders) in connection with the registration and sale of the Shares being registered hereby. See "Plan of Distribution." ---------------------- The Common Stock is traded on the Nasdaq National Market under the symbol "WATR." On March 23, 1998, the reported closing price of the Common Stock on the Nasdaq National Market was $23 5/16 per share. ---------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------------- No dealer, salesman or other person has been authorized to give any information or to make any representations not contained or incorporated by reference in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or by any other person. All information contained in this Prospectus is as of the date of this Prospectus. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or in the facts herein set forth since the date hereof. This Prospectus does not constitute an offer to sell or a solicitation of any offer to buy any security other than the securities covered by this Prospectus, nor does it constitute an offer to or solicitation of any person in any jurisdiction in which such offer or solicitation may not lawfully be made. ---------------------- THE DATE OF THIS PROSPECTUS IS MARCH 24, 1998 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, and the rules and regulations thereunder, and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional Offices of the Commission: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained by mail from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and other information concerning the Company are also available for inspection at the offices of The Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006. In addition the Commission maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants, including the Company, that file electronically with the Commission. The Company has filed with the Commission a registration statement on Form S-3 (together with all exhibits, schedules, amendments, and supplements thereto, the "Registration Statement") under the Securities Act with respect to the Common Stock offered by this Prospectus. This Prospectus, which forms a part of the Registration Statement, does not contain all the information set forth in the Registration Statement (certain parts of which have been omitted in accordance with the rules and regulations of the Commission). For further information with respect to the Company and the Common Stock, reference is made to the Registration Statement. Statements contained in this Prospectus as to the contents of any contract, agreement or other document are not necessarily complete, and, in each instance, reference is made to the copy of the document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by reference to such exhibit. The Registration Statement may be inspected and copied at the public reference facilities at the Commission's offices at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of all or any part thereof may be obtained from such office upon payment of prescribed fees. 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE This Prospectus incorporates by reference certain documents relating to the Company which are not delivered herewith. These documents (other than the exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents) are available without charge, upon oral or written request by any person, including any beneficial owner, to whom this Prospectus is delivered, from the Company, 670 N. Rosemead Boulevard, Pasadena, California 91107-2190, telephone number (626) 351-4664, Attention: Richard A. Lemmon, Vice President and Secretary. The following documents have been filed with the Commission pursuant to the Exchange Act (File No. 0-11695) and are incorporated in this Prospectus by reference and are made a part hereof: 1. Annual Report on Form 10-K for the fiscal year ended September 28, 1997 (the "Tetra Tech 10-K"), as filed with the Commission on December 26, 1997; 2. Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 1997, as filed with the Commission on February 10, 1998; 3. Current Report on Form 8-K for event of December 31, 1997, as filed with the Commission on January 15, 1998; 4. Current Report on Form 8-K/A (Amendment No. 1) for event of December 31, 1997, as filed with the Commission on March 16, 1998; 5. The portions of Tetra Tech's Proxy Statement for the Annual Meeting of Stockholders held on February 11, 1998 that have been incorporated by reference into the Tetra Tech 10-K, as filed with the Commission on January 9, 1998; 6. The portions of Tetra Tech's Annual Report to Stockholders for the fiscal year ended September 28, 1997 that have been incorporated by reference into the Tetra Tech 10-K, as filed with the Commission on December 26, 1997; and 7. The description of the Company's Common Stock which is contained in the Registration Statement on Form 8-A, filed with the Commission on November 13, 1991, including any amendments or reports filed for the purpose of updating such description. All documents and reports filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Common 3 Stock shall be deemed to be incorporated by reference in this Prospectus and shall be a part hereof from the date of filing of such documents. Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. 4 RISK FACTORS AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY SHOULD CAREFULLY REVIEW THE FOLLOWING RISK FACTORS AS WELL AS THE OTHER INFORMATION SET FORTH IN THIS PROSPECTUS. THIS PROSPECTUS, INCLUDING THE INFORMATION SET FORTH BELOW, CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND ARE INTENDED TO BE COVERED BY THE SAFE HARBORS CREATED THEREBY. PROSPECTIVE PURCHASERS ARE CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, THE RISKS OUTLINED IN THIS SECTION. POTENTIAL LIABILITY AND INSURANCE. Because of the type of projects in which the Company is or may be involved, the Company's current and anticipated future services may involve risks of potential liability under Superfund, common law or contractual indemnification agreements. It is difficult to assess accurately the magnitude of potential risks to the Company. The Company maintains two comprehensive general liability policies, both in the amount of $1,000,000. These amounts, together with two $9,000,000 umbrella policies, provide total general liability coverage of $10,000,000 for the Company's resource management and infrastructure business segments and coverage of $10,000,000 for its telecommunications business segment. The Company's professional liability insurance ("E&O") policy, which included pollution coverage, for 1998 provides $10,000,000 in coverage for resource management and infrastructure business segments, with a $100,000 self-insured retention. The same E&O policy covered the telecommunications segment with a sublimit of $1,000,000 for each claim/$1,000,000 in the aggregate. The Company procures insurance coverage through a broker who is experienced in the engineering field. The broker, together with the Company's Risk Manager, review the Company's risk/insurance programs with those of the Company's competitors and clients. This review, combined with historical experience, claims history and contractual requirements, allows the Company to determine the adequate amount of insurance. However, because there are various exclusions and retentions under the Company's insurance policies, there can be no assurance that all liabilities that may be incurred by the Company are subject to insurance coverage. In addition, the E&O policy is a "claims made" policy which only covers claims made during the term of the policy. If a policy terminates and retroactive coverage is not obtained, a claim subsequently made, even a claim based on events or acts which occurred during the term of the policy, would not be covered by the policy. In the event the Company expands its services into new markets, no assurance can be given that the Company will be able to obtain insurance coverage for such activities or, if insurance is obtained, that the dollar amount of any liabilities incurred in connection with the performance of such services will not exceed policy limits. The premiums to be paid by the Company for its E&O policies during fiscal 1998 were approximately $890,000. The Company evaluates and determines the risk associated with an uninsured claim. In the event the Company determines that an uninsured claim has potential liability, the Company establishes an appropriate reserve. The Company does not establish a reserve if its determines that the claim has no merit. The Company's historical levels of insurance coverage and reserves have been shown to be adequate. However, a partially or completely uninsured claim, if successful and of significant magnitude, could have a material adverse effect on the Company. SIGNIFICANT COMPETITION. The market for the Company's services is highly competitive. The Company competes with many other firms, ranging from small local firms to large national firms having greater financial and marketing resources than the Company. The Company performs engineering and consulting services across a broad spectrum of business areas, primarily in the resource management, infrastructure, and the telecommunication service business areas. Services within these business areas are provided to a client base including Federal (Departments of Defense, Interior and Energy; U.S. Environmental Protection Agency; and the U.S. Post Office), state and local agencies, as well as the commercial sector. The range of competitors for any one procurement can vary from ten to 100 firms, depending upon the relative value of the project, the financial terms and risks associated with the work, and any restrictions placed upon competition by the customer. Historically, competition has been based primarily on the quality and timeliness of service. However, the Company believes that price has become an increasingly important competitive factor. The Company believes that its principal competitors include Dames & Moore, Inc., E.A. Engineering Science & Technology, ICF Kaiser International, Inc., International Technology Corp., TRC Companies, Inc., URS Consultants, Inc., Roy F. Weston, Inc., Castle Tower Corporation and OSP Consultants, Inc. CONTRACTS. The Company's contracts with Federal and State governments and some of its other client contacts are subject to termination at the discretion of the client. Some contracts made with the Federal government are subject to annual approval of funding and audits of the Company's rates. Limitations imposed on spending by Federal government agencies may limit the continued funding of the Company's existing contracts with the Federal government and may limit the Company's ability to obtain additional contracts. These limitations, if significant, could have a material adverse effect on the Company. All of the Company's contracts with the Federal government are subject to audit by the government, primarily by the Defense Contract Audit Agency (the "DCAA"), which reviews the Company's overhead rates, 5 operating systems and cost proposals. During the course of its audit, the DCAA may disallow costs if it determines that the Company improperly accounted for such costs in a manner inconsistent with Cost Accounting Standards. A disallowance of costs by the DCAA could have a material adverse effect on the Company. Historically, the Company has not had any material cost disallowances by the DCAA as a result of audit, however, there can be no assurance that DCAA audits will not result in material cost disallowances in the future. The Company's government contracts are also subject to renegotiation of profits in the event of a change in the contractual scope of work to be performed. In September 1995, the Company acquired Tetra Tech EM Inc. (formerly known as PRC Environmental Management, Inc.; "EMI"). EMI likewise contracts with the Federal government and such contracts are subject to the same auditing standards as those of the Company. Audits and negotiations for the years 1987 through 1992 have recently been completed and cost disallowances as a result of audit totaled approximately $672,000. Negotiations for the 1993 audit are currently underway. Audits for the years 1994 and 1995 have yet to be completed. The Company enters into various contracts with its clients, which include fixed-price contracts. In fiscal 1997, 32.2% of the Company's net revenue was derived from fixed-price contracts. Under a fixed-price contract, the customer agrees to pay a specified price for the Company's performance of the entire contract. Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, problems with new technologies and economic and other changes that may occur over the contract period. Losses under fixed-price contracts, should they occur, could have a material adverse effect on the Company. The Company contracts with both domestic and international customers. Certain contracts with international customers are denominated in a currency other than the U.S. dollar. Contracts denominated in any currency other than the U.S. dollar contain certain inherent risks, including risks on foreign currency translation and risks in expatriating funds from foreign countries. In fiscal 1997, 3.7% of the Company's net revenue was derived from the international marketplace, compared to 1.6% for fiscal 1996. As the Company's net revenue derived from the international marketplace increases, so do the risks associated in realizing the full contract value of those contracts denominated in foreign currencies. The Company is currently evaluating options to hedge future potential losses from foreign currency transactions. CONFLICTS OF INTEREST. Many of the Company's clients are concerned about potential or actual conflicts of interest in retaining environmental consultants and engineers. For example, 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 the Company in certain cases from bidding for or performing contracts resulting from or relating to certain work the Company has performed for the government. In addition, services performed for a private client may create a conflict of interest which precludes or limits the Company's ability to obtain work from another private entity. The Company has, on occasion, declined to bid on a project because of an actual or potential conflict of interest. However, the Company has not experienced disqualification during a bidding or award negotiation process by any government or private client as a result of a conflict of interest. POTENTIAL VOLATILITY OF STOCK PRICE. The market price of the Company's Common Stock may be significantly affected by factors such as quarter-to-quarter variations in the Company's results of operations, changes in environmental legislation and changes in investors' perception of the business risks and conditions in the environmental services business. In addition, market fluctuations, as well as general economic or political conditions, may adversely affect the market price of the Company's Common Stock, regardless of the Company's actual performance. QUALIFIED PROFESSIONALS. The Company's ability to attract and retain qualified scientists and engineers is an important factor in determining the Company's future growth and success. The market for environmental professionals is competitive and there can be no assurance that the Company will continue to be successful in its efforts to attract and retain such professionals. COMPUTER SYSTEMS AND BUSINESS PROCESSES. The Company is currently converting its computer systems and business processes to ensure that its computer systems will be capable of processing periods for the year 2000 and beyond as well as ensure that its business processes will be able to support current and anticipated growth projections. The Company does not presently anticipate the costs associated with ensuring these capabilities will have a material adverse effect on the Company. TETRA TECH, INC. Through a network of more than 100 offices, Tetra Tech provides comprehensive resource management, infrastructure and telecommunications support services including research and development, applied science and management consulting, engineering and architectural design, construction management, and operation and maintenance. Tetra Tech provides these services to a broad base of customers worldwide. The Company's principal executive offices are located at 670 N. Rosemead Boulevard, Pasadena, California 91107-2190 and its telephone number is (626) 351-4664. USE OF PROCEEDS All of the shares of Common Stock covered hereby are being offered by the Selling Stockholders. The Company will not receive any proceeds from the sales of Common Stock by the Selling Stockholders. ACCOUNTING PRONOUNCEMENTS In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, EARNINGS PER SHARE, which the Company has adopted. The Statement replaces the presentation of primary Earnings Per Share (EPS) with a presentation of basic EPS, which excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. The Statement also requires the dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Diluted EPS is computed similarly to fully diluted EPS pursuant to Accounting Principles Board Opinion No.15. The following table presents selected consolidated financial data, including EPS computed in accordance with SFAS No. 128, for the past five years. SELECTED CONSOLIDATED FINANCIAL DATA
Fiscal Years Ended Sept. 28,(2) Sept. 29,(3) Oct. 1,(4) Oct. 2,(5) Oct. 3, ------------ ------------ ---------- ---------- -------- (in thousands, except per share data) STATEMENT OF OPERATIONS DATA Gross revenue. . . . . . . . . . $246,767 $220,099 $120,034 $ 96,472 $ 74,488 Subcontractor costs. . . . . . . 55,976 59,062 32,160 28,653 23,323 -------- --------- -------- -------- ------- Net revenue. . . . . . . . . . . 190,791 161,037 87,874 67,819 51,165 Cost of net revenue. . . . . . . 141,019 122,084 65,484 51,069 38,628 -------- --------- -------- -------- ------- Gross profit . . . . . . . . . . 49,772 38,953 22,390 16,750 12,537 Selling, general and administrative expenses. . . . 25,173 21,218 10,634 7,589 5,696 Income from operations . . . . . 24,599 17,735 11,756 9,161 6,841 Net interest income (expense). . (20) (776) 833 354 290 -------- --------- -------- -------- ------- Income before income taxes . . . 24,579 16,959 12,589 9,515 7,131 Income tax expense . . . . . . . 10,323 6,854 5,036 3,806 2,852 -------- --------- -------- -------- ------- Net income . . . . . . . . . . . $ 14,256 $10,105 $7,553 $5,709 $ 4,279 -------- --------- -------- -------- ------- -------- --------- -------- -------- ------- Net income per share(1)-basic. . $ 0.76 $0.58 $0.46 $0.35 $ 0.27 -------- --------- -------- -------- ------- -------- --------- -------- -------- ------- Net income per share(1)-diluted. $ 0.72 $0.56 $0.45 $0.34 $ 0.26 -------- --------- -------- -------- ------- -------- --------- -------- -------- ------- Weighted average shares Basic. . . . . . . . . . . . . . 18,697 17,481 16,468 16,074 Diluted. . . . . . . . . . . . . 19,725 18,065 16,917 16,334
SEPT. 28, SEPT. 29, OCT. 1, OCT. 2, OCT. 3, (IN THOUSANDS) BALANCE SHEET DATA Working capital $42,539 $32,739 $39,872 $24,833 $23,722 Total assets 159,513 88,463 92,930 51,606 38,572 Long-term obligations, excluding current installments -- -- 19,045 -- - Stockholders' equity 107,641 63,269 41,496 33,507 26,446
_____ (1) REFLECTS THE EFFECT, ON A RETROACTIVE BASIS, OF A 5-FOR-4 STOCK SPLIT, EFFECTED IN THE FORM OF A 25% STOCK DIVIDEND, IN DECEMBER 1997. (2) INCLUDES THE RESULTS OF OPERATIONS AND FINANCIAL POSITIONS OF IWA ENGINEERS (ACQUIRED DECEMBER 11, 1996), FLO ENGINEERING, INC. (ACQUIRED DECEMBER 20, 1996), SCM CONSULTANTS, INC. (ACQUIRED MARCH 19, 1997), WHALEN & COMPANY, INC. (ACQUIRED JUNE 11, 1997) AND COMMSITE DEVELOPMENT CORPORATION (ACQUIRED JULY 11, 1997) FROM THE DATES SET FORTH IN THE RELATED PURCHASE AGREEMENTS. (3) INCLUDES THE RESULTS OF OPERATIONS AND FINANCIAL POSITION OF KCM, INC. (ACQUIRED NOVEMBER 7, 1995) FROM THE DATE SET FORTH IN THE RELATED PURCHASE AGREEMENT. (4) INCLUDES THE RESULTS OF OPERATIONS AND FINANCIAL POSITION OF TETRA TECH EM INC., FORMERLY KNOWN AS PRC ENVIRONMENTAL MANAGEMENT, INC. (ACQUIRED SEPTEMBER 15, 1995) FROM THE DATE SET FORTH IN THE RELATED PURCHASE AGREEMENT. (5) INCLUDES THE RESULTS OF OPERATIONS AND FINANCIAL POSITIONS OF SIMONS, LI & ASSOCIATES, INC. (ACQUIRED OCTOBER 4, 1993) AND HYDRO-SEARCH, INC. (ACQUIRED JUNE 3, 1994) FROM THE DATES SET FORTH IN THE RELATED PURCHASE AGREEMENTS. 6 PRINCIPAL AND SELLING STOCKHOLDERS The following discussion reflects the effect of Tetra Tech's five-for-four stock split, paid on December 1, 1997 to stockholders of record on November 14, 1997 (the "Stock Split"). The Stock Split was accomplished by Tetra Tech's payment of a 25% stock dividend. On December 11, 1996 (the "IWA Closing Date"), Tetra Tech completed the acquisition of IWA Engineers, a California corporation ("IWA"), pursuant to the terms of an Agreement and Plan of Reorganization (the "IWA Agreement") dated December 7, 1996 among Tetra Tech, IWA, IWA Acquisition Corporation, a California corporation and wholly-owned subsidiary of Tetra Tech ("Acquisition"), and the shareholders of IWA. The IWA Agreement provided for the merger of Acquisition with and into IWA (the "IWA Merger"). As a result of the IWA Merger, IWA became a wholly-owned subsidiary of Tetra Tech. In connection with the IWA Merger, Tetra Tech (i) paid to the shareholders of IWA an aggregate of $132,497 in cash and (ii) issued to the shareholders of IWA an aggregate of 87,771 shares of Common Stock on the IWA Closing Date. In connection with the post-closing purchase price adjustment required under the IWA Agreement, Tetra Tech (i) paid to the shareholders of IWA an aggregate of $177,199 in cash and (ii) issued to four shareholders of IWA an aggregate of 7,904 shares of Common Stock. On December 18, 1996 (the "FLO Closing Date"), Tetra Tech completed the acquisition of FLO Engineering, Inc., a Colorado corporation ("FLO"), pursuant to the terms of an Agreement and Plan of Reorganization (the "FLO Agreement") dated December 18, 1996 among Tetra Tech, FLO, Out the Ranch, Inc., a Colorado corporation and the wholly-owned subsidiary of Tetra Tech ("OTR"), and the shareholders of FLO. The FLO Agreement provided for the merger of OTR with and into FLO (the "FLO Merger"). As a result of the FLO Merger, FLO became a wholly-owned subsidiary of Tetra Tech. In connection with the FLO Merger, Tetra Tech (i) paid to the shareholders of FLO an aggregate of $87,500 in cash and (ii) issued to the shareholders of FLO an aggregate of 40,138 shares of Common Stock on the FLO Closing Date. In connection with the post-closing purchase price adjustment required under the FLO Agreement, Tetra Tech paid to the shareholders of FLO an aggregate of $51,561 in cash. On March 20, 1997 (the "SCM Closing Date"), Tetra Tech completed the acquisition of SCM Consultants, Inc., a Washington corporation ("SCM"), pursuant to the terms of an Agreement and Plan of Reorganization (the "SCM Agreement") dated March 20, 1997 among Tetra Tech, SCM, SCM Acquisition Corporation, a Washington corporation and wholly-owned subsidiary of Tetra Tech ("SCM Acquisition"), and the shareholders of SCM. the SCM Agreement provided for the merger of SCM Acquisition with and into SCM (the "SCM Merger"). As a result of the SCM Merger, SCM became a wholly-owned subsidiary of Tetra Tech. In connection with the SCM Merger, Tetra Tech (i) paid to the shareholders of SCM an aggregate of $286,068 in cash and (ii) issued to the shareholders of SCM an aggregate of 181,741 shares of Common Stock on the SCM Closing Date. In connection with the post-closing purchase price adjustment required under the SCM Agreement, Tetra Tech (i) paid to the shareholders of SCM an aggregate of $24,801 in cash and (ii) issued to the shareholders of SCM an aggregate of 15,831 shares of Common Stock. The shares of Common Stock to be sold hereunder were issued to the former shareholders of IWA, FLO and SCM (collectively, the "Selling Stockholders") in connection with the IWA Merger, the FLO Merger and the SCM Merger, respectively. 7 The following table sets forth information regarding the ownership of the Company's Common Stock as of March 1, 1998 by (i) all those persons known by the Company to own beneficially more than 5% of the Company's Common Stock, (ii) each director and certain executive officers of the Company, (iii) all executive officers and directors as a group, and (iv) each Selling Stockholder. Except as otherwise noted, the Company knows of no agreements among its stockholders which relate to voting or investment power over its Common Stock.
NUMBER OF NUMBER OF PERCENTAGE OF SHARES SHARES OF SHARES BENEFICIALLY COMMON STOCK BENEFICIALLY NAME OF BENEFICIAL OWNER(1) OWNED OFFERED OWNED(1) --------------------------- ------------ ------------ ------------- Li-San Hwang (2) Tetra Tech, Inc. 670 N. Rosemead Blvd. Pasadena, California 91107 . . . . . . . . . . . . . . . 1,375,153 -- 6.2 % Daniel A. Whalen (3) Whalen & Company, Inc. 3675 Mt. Diablo Blvd. Suite 360 Lafayette, California 94549 . . . . . . . . . . . . . . 3,639,795 -- 16.3 Pilgrim Baxter & Associates, Ltd. (4) Harold J. Baxter Gary I. Pilgrim 1255 Drummers Lane Wayne, Pennsylvania 19087 . . . . . . . . . . . . . . . 2,301,265 -- 10.3 J. Christopher Lewis (5) . . . . . . . . . . . . . . . . . 63,439 -- * Patrick C. Haden (6) . . . . . . . . . . . . . . . . . . . 19,464 -- * James J. Shelton (7) . . . . . . . . . . . . . . . . . . . 12,083 -- * Thomas D. Brisbin (8) . . . . . . . . . . . . . . . . . . 20,290 -- * Charles R. Faust (9) . . . . . . . . . . . . . . . . . . . 37,807 -- * James M. Jaska (10). . . . . . . . . . . . . . . . . . . . 39,206 -- * All directors and executive officers as a group (12 persons) (11) . . . . . . . . . . . . . . 5,537,019 -- 24.8 SELLING STOCKHOLDERS -------------------- Mark A. Bogh . . . . . . . . . . . . . . . . . . . . . . . 12,310 12,310 * J. Marie Marston . . . . . . . . . . . . . . . . . . . . . 6,252 6,252 * Kelly E. Nolan . . . . . . . . . . . . . . . . . . . . . . 5,449 5,449 * James A. Lenzotti. . . . . . . . . . . . . . . . . . . . . 19,495 19,495 * William T. Fullerton . . . . . . . . . . . . . . . . . . . 20,642 20,642 * Bruce G. Schwan. . . . . . . . . . . . . . . . . . . . . . 84,142 84,142 * Gerald T. Caprio . . . . . . . . . . . . . . . . . . . . . 77,943 77,943 * Joan M. Schwan . . . . . . . . . . . . . . . . . . . . . . 8,612 8,612 * Joanne L. Caprio . . . . . . . . . . . . . . . . . . . . . 7,977 7,977 * Dale G. Van Schoiack . . . . . . . . . . . . . . . . . . . 5,425 5,425 * Michael J. Brightman . . . . . . . . . . . . . . . . . . . 6,528 6,528 * Adina M. Kennell . . . . . . . . . . . . . . . . . . . . . 2,628 2,628 * George W. Umbright, Jr.. . . . . . . . . . . . . . . . . . 3,743 3,743 * 8
- ------------------- * Amount represents less than 1% of the Company's Common Stock. (1) Unless otherwise indicated, the persons named in the table have sole voting and sole investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property rules where applicable and the information contained in this table and these notes. (2) Excludes an aggregate of 19,319 shares of Common Stock owned by Dr. Hwang's adult children as to which Dr. Hwang disclaims beneficial ownership. Includes 12,792 shares issuable with respect to stock options exercisable within 60 days after March 1, 1998. (3) Includes 3,003,307 shares of Common Stock held by Daniel A. Whalen and Katherine C. Whalen as Trustees for the Whalen Family Trust U/A/D 4/30/92, (ii) 500,000 shares of Common Stock held by Daniel A. Whalen and Katherine C. Whalen as Trustees for the Whalen 1997 Charitable Remainder Unitrust, (iii) 22,748 shares of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the MJW Whalen Trust 1997 - D, (iv) 22,748 shares of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the ACW Whalen Trust 1997 - D, (v) 22,748 shares of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the MCW Whalen Trust 1997 - D, (vi) 22,748 shares of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the MJW Whalen Trust 1997 - K, (vii) 22,748 shares of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the ACW Whalen Trust 1997 - K, and (viii) 22,748 shares of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the MCW Whalen Trust 1997 - K. All information regarding share ownership is taken from and furnished in reliance upon the Schedule 13D (Amendment No. 1), dated as of February 17, 1998, filed by Daniel A. Whalen. (4) All information regarding share ownership is taken from and furnished in reliance upon the Schedule 13G (Amendment No. 5), dated as of February 9, 1998, filed by Pilgrim Baxter & Associates, Ltd. (5) Includes 12,204 shares issuable with respect to stock options exercisable within 60 days after March 1, 1998. (6) Excludes an aggregate of 2,147 shares of Common Stock owned by Mr. Haden's wife as to which Mr. Haden disclaims beneficial ownership. Includes 12,204 shares issuable with respect to stock options exercisable within 60 days after March 1, 1998. (7) Includes 2,930 shares held by James J. Shelton, Sarah Belle Shelton and James J. Shelton, Jr., Trustees of the James J. Shelton and Sarah Belle Shelton Family Trust dated August 19, 1987, and 9,153 shares issuable with respect to stock options exercisable within 60 days after March 1, 1998. (8) Includes 19,922 shares issuable with respect to stock options exercisable within 60 days after March 1, 1998. (9) Includes 12,839 shares issuable with respect to stock options exercisable within 60 days after March 1, 1998. Additionally, Dr. Faust's minor children own an aggregate of 1,758 shares of Common Stock as to which Dr. Faust disclaims beneficial ownership. (10) Includes 38,808 shares issuable with respect to stock options exercisable within 60 days after March 1, 1998. (11) Includes 179,440 shares issuable with respect to stock options exercisable within 60 days after March 1, 1998. Except as provided above, (i) all Selling Stockholders are employees or former employees of IWA, FLO or SCM, or family members, or trusts benefitting the families, of such employees or former employees, and (ii) except as noted below, during the past three years, no Selling Stockholder has had any material relationship with the Company, or any of its predecessors or affiliates. Because the Selling Stockholders may sell all or part of their shares of Common Stock offered hereby, no estimate can be given as to the number of shares of Common Stock that will be held by any Selling Stockholder upon termination of any offering made hereby. PLAN OF DISTRIBUTION The Shares are being registered to permit public secondary sales of the Shares by the Selling Stockholders from time to time until the earlier of (i) such date as all of the Shares offered by have been sold or (ii) such time as all of the Shares offered hereby can be sold without compliance with the registration requirements of the Securities Act pursuant to Rule 144(k) promulgated thereunder. The Company has agreed, among other things, to bear all expenses (other than underwriting discounts, selling commissions and fees and the expenses of counsel and other advisors to the Selling Stockholders) in connection with the registration and sale of the Shares. Any distribution hereunder of the Common Stock by the Selling Stockholders may be effected from time to time in one or more of the following transactions: (a) through brokers acting as principal or agent, in transactions 9 (which may involve block transactions), in special offerings, on the Nasdaq National Market, in the over-the-counter market, or otherwise, at market prices obtainable at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, (b) to underwriters who will acquire shares of Common Stock for their own account and resell such shares in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale (any public offering price and any discount or concessions allowed or reallowed or paid to dealers may be changed from time to time), (c) directly or through brokers or agents in private sales at negotiated prices, (d) to lenders pledged as collateral to secure loans, credit or other financing arrangements and any subsequent foreclosure, if any, thereunder, or (e) by any other legally available means. Also, offers to purchase the Common Stock may be solicited by agents designated by the Selling Stockholders from time to time. Underwriters or other agents participating in an offering made pursuant to this Prospectus (as amended or supplemented from time to time) may receive underwriting discounts and commissions under the Securities Act, and discounts or concessions may be allowed or reallowed or paid to dealers, and brokers or agents participating in such transactions may receive brokerage or agent's commissions or fees. In order to comply with the securities laws of certain states, if applicable, the Common Stock will be sold hereunder in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the Common Stock may not be sold hereunder unless the Common Stock has been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with. The Company has been advised that, as of the date hereof, the Selling Stockholders have made no arrangement with any broker for the sale of their shares of Common Stock. The Selling Stockholders and any underwriters, brokers or dealers involved in the sale of the Common Stock may be considered "underwriters" as that term is defined by the Securities Act, although the Selling Stockholders and such brokers and dealers disclaim such status. LEGAL MATTERS The validity of the Common Stock in respect of which this Prospectus is being delivered will be passed on for the Company by Riordan & McKinzie, a Professional Corporation, Los Angeles, California. EXPERTS The financial statements and the related financial statement schedule incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended September 28, 1997 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. The financial statements of NUS Environmental for the year ended December 31, 1997 incorporated in this Prospectus by reference from the Company's Current Report on Form 8-K/A dated December 31, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given their authority as experts in accounting and auditing. 10 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits. Exhibit Number Description 23.1 Consent of Deloitte & Touche LLP. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Pasadena, State of California on the 23rd day of March, 1998. TETRA TECH, INC. By:/s/ Li-San Hwang --------------------------- Li-San Hwang Chairman of the Board, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Li-San Hwang Chairman of the Board, Chief March 23rd, 1998 - ------------------------ Executive Officer and President Li-San Hwang (Principal Executive Officer) * Vice President, Chief March 23rd, 1998 - ------------------------ Financial Officer and Treasurer James M. Jaska (Principal Financial Officer and Principal Accounting Officer) * Director March 23rd, 1998 - ------------------------ J. Christopher Lewis * Director March 23rd, 1998 - ------------------------ Patrick C. Haden * Director March 23rd, 1998 - ------------------------ Joseph J. Shelton Director - ------------------------ Daniel A. Whalen *By:/s/ Li-San Hwang -------------------- Li-San Hwang Attorney-in-Fact
II-2 EX-23.1 2 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-26199 of Tetra Tech, Inc. on Form S-3 of our reports dated November 7, 1997 (except for Note 5, as to which the date is December 15, 1997), appearing in, and incorporated by reference in, the Annual Report on Form 10-K of Tetra Tech, Inc. for the year ended September 28, 1997, and of our report dated March 13, 1998 appearing in, and incorporated by reference, in the Current Report on Form 8-K/A of Tetra Tech, Inc. dated December 31, 1997, 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 March 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----