-----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, MozvUFV6IgT8RP4Nm+Q5hSTO6QtXBY3KJM2+ibncVR15Wt6UoKgjlU3e68e8uPi9 E7P0KaS04cP3MBdELUkusA== 0001047469-98-035343.txt : 19980925 0001047469-98-035343.hdr.sgml : 19980925 ACCESSION NUMBER: 0001047469-98-035343 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980924 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: S-3 SEC ACT: SEC FILE NUMBER: 333-64165 FILM NUMBER: 98714066 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 S-3 1 S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1998 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ 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 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as PRACTICABLE after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF SECURITIES TO BE TO BE PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE(1) - -------------------------------------------------------------------------------- Common Stock, 274,886 $18.75 $5,154,113 $1,521 $.01 par value - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457, based on the average of the high and low sales prices, $19.25 and $18.25, respectively, on September 21, 1998 as reported on the Nasdaq National Market. 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. PROSPECTUS SUBJECT TO COMPLETION DATED SEPTEMBER 24, 1998 TETRA TECH, INC. 274,886 SHARES OF COMMON STOCK ------------ The 274,886 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 4 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 ___________, 1998, the reported closing price of the Common Stock on the Nasdaq National Market was $__________ 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 _____________, 1998 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), 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. Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 1998, as filed with the Commission on May 13, 1998; 4. Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 1998, as filed with the Commission on August 11, 1998; 5. Current Report on Form 8-K for event of December 31, 1997, as filed with the Commission on January 15, 1998; 6. 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; 7. 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; 8. 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 9. 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 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. 3 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 policies, 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 areas and coverage of $10,000,000 for its telecommunications business area. The Company's professional liability insurance ("E&O") policy, which includes pollution coverage, for 1998 provides $10,000,000 in coverage for resource management and infrastructure business areas, with a $100,000 self-insured retention. The same E&O policy covers the telecommunications business area with a sublimit of $1,000,000 for each claim and $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 are approximately $890,000. The Company evaluates and determines the risk associated with uninsured claims. 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 it 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, Energy and the Interior; U.S. Environmental Protection Agency; and the U.S. Postal Service), 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. 4 Engineering Science & Technology, ICF Kaiser International, Inc., International Technology Corp., TRC Companies, Inc., URS Consultants, Inc., Roy F. Weston, Inc., Castle Tower Corporation, OSP Consultants, Inc. and Mastec, Inc. CONTRACTS. The Company's contracts with Federal and State governments and some of its other client contracts 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, 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, except as further described. 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 1993 have recently been completed and cost disallowances as a result of audit and negotiation totaled approximately $2,900,000. At the time of acquisition, reserves for such cost disallowances were established. The Company does not believe that the ultimate resolution of such audits and disallowances will have a material adverse effect on the Company. 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. To date, in fiscal 1998, 27.3% 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. To date, in fiscal 1998, 2.7% of the Company's net revenue was derived from the international marketplace. 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 other public or private entities. The Company has, on occasion, declined to bid on a project because of an actual or potential 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 5 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. 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. 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. 6 SELECTED CONSOLIDATED FINANCIAL DATA
FISCAL YEARS ENDED ------------------------------------------------------------------------------------ SEPT. 28,(2) SEPT. 29,(3) OCT. 1,(4) OCT. 2,(5) OCT. 3, 1997 1996 1995 1994 1993 ------------ ------------ ----------- ------------ ------------ (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.............. $ 0.61 $ 0.46 $ 0.37 $ 0.28 $ 0.21 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Net income per share(1)-diluted............ $ 0.58 $ 0.45 $ 0.36 $ 0.27 $ 0.21 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Weighted average shares outstanding(1): Basic...................................... 23,371 21,851 20,585 20,464 20,093 ------- ------- ------- ------- ------- Diluted.................................... 24,656 22,581 21,146 20,811 20,418 ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
SEPT. 28, SEPT. 29, OCT. 1, OCT. 2, OCT. 3, 1997 1996 1995 1994 1993 ------------ ------------ ----------- ------------ ------------ (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 and in September 1998. (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. 7 (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. 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. PRINCIPAL AND SELLING STOCKHOLDERS On July 9, 1998, Tetra Tech completed the acquisition of McNamee, Porter & Seeley, Inc., a Michigan corporation ("MPS"), pursuant to the terms of a Stock Purchase Agreement dated June 30, 1998 among Tetra Tech and the shareholders of MPS (the "MPS Acquisition"). In connection with the MPS Acquisition, Tetra Tech (i) issued to the shareholders of MPS an aggregate of 274,886 shares of Common Stock and (ii) paid to the shareholders of MPS an aggregate of $9,601,972.39 in cash. The shares of Common Stock to be sold hereunder were issued to the former shareholders of MPS (collectively, the "Selling Stockholders") in connection with the MPS Acquisition. 8 The following table sets forth information regarding the ownership of the Company's Common Stock as of September 1, 1998 (as adjusted to reflect the 5-for-4 stock split effected on September 15, 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....................................... 1,619,388 -- 5.8% Daniel A. Whalen (3) Whalen & Company, Inc. 3675 Mt. Diablo Blvd. Suite 360 Lafayette, California 94549..................................... 4,555,650 -- 16.3 Pilgrim Baxter & Associates, Ltd. (4) Harold J. Baxter Gary I. Pilgrim 1255 Drummers Lane Wayne, Pennsylvania 19087....................................... 2,873,206 -- 10.3 J. Christopher Lewis (5).............................................. 72,658 -- * Patrick C. Haden (6).................................................. 24,330 -- * James J. Shelton (7).................................................. 15,103 -- * Thomas D. Brisbin (8)................................................. 46,667 -- * Charles R. Faust (9).................................................. 43,817 -- * James M. Jaska (10)................................................... 55,827 -- * All directors and executive officers as a group (12 persons) (11)..................................... 6,814,517 -- 24.4 SELLING STOCKHOLDERS Khalil Z. Atasi....................................................... 14,206 14,206 * Dennis J. Benoit...................................................... 14,206 14,206 *
9 Glenn S. Burkhardt, as Trustee of the Glenn S. Burkhardt Trust dated September 12, 1996..................... 26,281 26,281 * Thomas M. Doran, as Trustees of the Thomas M. Doran Trust dated June 26, 1996............................. 26,281 26,281 * Charles D. Fifield.................................................... 22,020 22,020 * Richard W. Force, as Trustee of the Richard W. Force Trust dated June 9, 1992............................. 26,281 26,281 * S. Joh Kang, as Trustee of the Shin Joh Kang Trust dated January 17, 1992..................................... 26,281 26,281 * Kenneth E. Kingsley................................................... 14,206 14,206 * Donald E. Lund........................................................ 26,281 26,281 * John P. Oyer, as Trustee of the John P. Oyer Trust dated January 21, 1997..................................... 26,281 26,281 * Suresh K. Sangal, as Trustee of the Suresh Kumar Sangal Trust dated July 22, 1992......................... 26,281 26,281 * Philip C. Youngs...................................................... 26,281 26,281 *
- --------------- * 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 26,238 shares of Common Stock owned by Dr. Hwang's adult children as to which Dr. Hwang disclaims beneficial ownership. Includes 15,990 shares issuable with respect to stock options exercisable within 60 days after September 1, 1998. (3) Includes 3,754,133 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) 625,000 shares of Common Stock held by Daniel A. Whalen and Katherine C. Whalen as Trustees for the Whalen 1997 Charitable Remainder Unitrust, (iii) 28,435 shares of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the MJW Whalen Trust 1997 - D, (iv) 28,435 shares of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the ACW Whalen Trust 1997 - D, (v) 28,435 shares of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the MCW Whalen Trust 1997 - D, (vi) 28,435 shares of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the MJW Whalen Trust 1997 - K, (vii) 28,435 shares of Common Stock held by Daniel A. Whalen and Katharine C. Whalen as Trustees for the ACW Whalen Trust 1997- K, and (viii) 28,435 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 10 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. Also includes 3,906 shares issuable with respect to stock options exercisable within 60 days after September 1, 1998. (4) All information regarding share ownership is taken from and furnished in reliance upon the Schedule 13G (Amendment No. 6), dated as of April 9, 1998, jointly filed by Pilgrim Baxter & Associates, Ltd., Harold J. Baxter and Gary I. Pilgrim. (5) Includes 15,255 shares issuable with respect to stock options exercisable within 60 days after September 1, 1998. (6) Excludes an aggregate of 2,683 shares of Common Stock owned by Mr. Haden's wife as to which Mr. Haden disclaims beneficial ownership. Includes 15,255 shares issuable with respect to stock options exercisable within 60 days after September 1, 1998. (7) Includes 3,662 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 11,441 shares issuable with respect to stock options exercisable within 60 days after September 1, 1998. (8) Includes 45,898 shares issuable with respect to stock options exercisable within 60 days after September 1, 1998. (9) Includes 16,048 shares issuable with respect to stock options exercisable within 60 days after September 1, 1998. Additionally, Dr. Faust's minor children own an aggregate of 2,197 shares of Common Stock as to which Dr. Faust disclaims beneficial ownership. (10) Includes 55,176 shares issuable with respect to stock options exercisable within 60 days after September 1, 1998. (11) Includes 257,821 shares issuable with respect to stock options exercisable within 60 days after September 1, 1998. All Selling Stockholders are employees of MPS, and 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. 11 PLAN OF DISTRIBUTION The Company is registering the Shares 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. All costs, expenses and fees in connection with the registration of the Shares offered hereby will be borne by the Company. Brokerage commissions and similar selling expenses, if any attributable to the sale of Shares will be borne by the Selling Stockholders. Sales of Shares may be effected by Selling Stockholders from time to time in one or more types of transactions (which may include block transactions) on the Nasdaq National Market, in the over-the-counter market, in negotiated transactions, through put or call options transactions relating to the Shares, through short sales of Shares, or a combination of such methods of sale, at market prices prevailing at the time of sale, or at negotiated prices. Such transactions may or may not involve brokers or dealers. In addition, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the Company's 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 such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders have advised the Company 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 may effect such transactions by selling Shares directly to purchasers or to or through broker-dealers, which may act as agents or principals. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders and/or the purchasers of Shares for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). 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. The Company has agreed to indemnify each Selling Stockholder against certain liabilities, including liabilities arising under the Securities Act. The Selling Stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the Shares against certain liabilities, including liabilities arising under the Securities Act. Because the Selling Stockholders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, the Selling Stockholders will be subject to the prospectus delivery requirements of the Securities Act. The Company has informed the Selling Stockholders that the anti-manipulative provisions of Regulation M promulgated under the Exchange Act may apply to their sales in the market. 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 the Company 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 12 distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this Prospectus will be filed, 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, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this Prospectus and (vi) other facts material to the transaction. In addition, upon the Company being notified by a Selling Stockholder that a donee or pledgee intends to sell more than 500 Shares, a supplement to this Prospectus will be filed. 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. 13 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. 14 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. SEC registration fee........................................ $ 1,523 Legal fees.................................................. 5,000 Accountants' fees........................................... 2,000 Blue Sky qualification fees and expenses.................... 1,000 Transfer Agent fees......................................... 1,000 Miscellaneous............................................... 1,000 ------- Total $11,523 ------- -------
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 of their fiduciary duty of care, including any II-1 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. EXHIBIT NUMBER DESCRIPTION 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). 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 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 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 of September, 1998. 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. SIGNATURE TITLE DATE /s/ LI-SAN HWANG Chairman of the Board, September 16, 1998 - --------------------------- Chief Executive Officer Li-San Hwang and President (Principal Executive Officer) /s/ JAMES M. JASKA Vice President, Chief September 16, 1998 - --------------------------- Financial Officer and James M. Jaska Treasurer (Principal Financial Officer and Principal Accounting Officer) /s/ J. CHRISTOPHER LEWIS Director September 16, 1998 - --------------------------- J. Christopher Lewis /s/ PATRICK C. HADEN Director September 16, 1998 - --------------------------- Patrick C. Haden /s/ JOSEPH J. SHELTON Director September 16, 1998 - --------------------------- Joseph J. Shelton Director - --------------------------- Daniel A. Whalen II-4 EX-5 2 EXHIBIT 5 EXHIBIT 5 RIORDAN & MCKINZIE A PROFESSIONAL LAW CORPORATION 300 S. GRAND AVENUE, 29TH FLOOR LOS ANGELES, CALIFORNIA 90071-3155 September 22, 1998 21-088-001 Tetra Tech, Inc. 670 N. Rosemead Boulevard Pasadena, California 91107-2190 Ladies and Gentlemen: We have acted as counsel to Tetra Tech, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "1933 Act"), of 274,886 authorized and previously issued shares of the Common Stock (the "Shares"), $.01 par value per share, of the Company to be sold by certain selling stockholders. This opinion is delivered to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the 1933 Act in connection with the Registration Statement on Form S-3, including all pre-effective and post-effective amendments thereto (the "Registration Statement"), for the aforementioned sale, filed with the Securities and Exchange Commission (the "Commission") under the 1933 Act. In rendering the opinion set forth herein, we have made such investigations of fact and law, and examined such documents and instruments, or copies thereof established to our satisfaction to be true and correct copies thereof, as we have deemed necessary under the circumstances. Based upon the foregoing and such other examination of law and fact as we have deemed necessary, and in reliance thereon, we are of the opinion that, the Shares are duly authorized, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus which is a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission thereunder. Very truly yours, Riordan & McKinzie EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Tetra Tech, Inc. on Form S-3 of our reports dated November 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 (on the financial statements of NUS Environmental) dated March 13, 1998 appearing 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 September 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----