As filed with the Securities and Exchange Commission on January 16, 2008

Registration No. 333-11757

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TETRA TECH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

95-4148514

(State or other jurisdiction of

 

(IRS Employer Identification No.)

incorporation or organization)

 

 

 

3475 E. Foothill Boulevard, Pasadena, CA 9ll07

(626) 351-4664

(Address, including zip code of principal executive offices)

 

TETRA TECH, INC.

EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

 

Janis B. Salin

Vice President and General Counsel

TETRA TECH, INC.

3475 E. Foothill Boulevard, Pasadena, CA 91107

(626) 351-4664

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of
securities to be
registered

 

Amount
to be
Registered(1)(2)

 

Proposed
Maximum
Offering Price
Per Share(3)

 

Proposed
Maximum
Aggregate
Offering Price(3)

 

Amount of
Registration
Fee

Common Stock, $.01 par value

 

2,000,000 shares

 

$

19.47

 

$

38,940,000

 

$

1,530.34

(1)   Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Employee Stock Purchase Plan (the “ESPP”) as a result of stock splits, stock dividends or similar adjustments of the outstanding common stock.

 

(2)   The securities registered hereby represent an addition to the 2,373,290 shares of common stock issuable under the ESPP (as adjusted for stock splits), the offer and sale of which were previously registered pursuant to this Registration Statement.

 

(3)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based upon the last sales price for the registrant’s common stock as reported on the NASDAQ Global Select Market on January 15, 2008.

 

 


 

EXPLANATORY NOTE

 

On September 11, 1996, Tetra Tech, Inc., a Delaware corporation (the “Company”), filed a Registration Statement (333-11757) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register 2,373,290 shares of its common stock (as adjusted for subsequent stock splits) which had been authorized and reserved for issuance under the ESPP.  This Post-Effective Amendment will register an additional 2,000,000 shares of common stock to be included in the ESPP.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.    Exhibits.

 

4.1

 

Employee Stock Purchase Plan (incorporated by reference to the Company’s Proxy Statement for its 2007 Annual Meeting of Stockholders held on March 1, 2007).

 

 

5.1

 

Opinion of Janis B. Salin, Vice President and General Counsel of the Registrant.*

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP*

 

 

23.2

 

Consent of Counsel (included in Exhibit 5.1).*

 

*Filed herewith

 

II-2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this 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 this 9th day of January, 2008.

 

 

TETRA TECH, INC.

 

 

 

 

 

By:

 /s/ Dan L. Batrack

 

 

Dan L. Batrack

 

 

Chief Executive Officer

 

 

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/ ALBERT E. SMITH

 

Chairman of the Board

 

January 9, 2008

Albert E. Smith

 

 

 

 

 

 

 

 

 

/s/ DAN L. BATRACK

 

Chief Executive Officer

 

January 9, 2008

Dan L. Batrack

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ DAVID W. KING

 

Executive Vice President, Chief Financial Officer and Treasurer

 

January 9, 2008

David W. King

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ DAN L. BATRACK

 

Director

 

January 9, 2008

Dan L. Batrack

 

 

 

 

 

 

 

 

 

/s/ J. CHRISTOPHER LEWIS

 

Director

 

January 9, 2008

J. Christopher Lewis

 

 

 

 

 

 

 

 

 

/s/ PATRICK C. HADEN

 

Director

 

January 9, 2008

Patrick C. Haden

 

 

 

 

 

 

 

 

 

/s/ HUGH M. GRANT

 

Director

 

January 9, 2008

Hugh M. Grant

 

 

 

 

 

 

 

 

 

/s/ RICHARD H. TRULY

 

Director

 

January 9, 2008

Richard H. Truly

 

 

 

 

 

 

 

 

 

/s/ J. KENNETH THOMPSON

 

Director

 

January 9, 2008

J. Kenneth Thompson

 

 

 

 

 

II-3


 

EXHIBIT INDEX

 

4.1

 

Employee Stock Purchase Plan (incorporated by reference to the Company’s Proxy Statement for its 2007 Annual Meeting of Stockholders held on March 1, 2007).

 

 

 

5.1

 

Opinion of Janis B. Salin, Vice President and General Counsel of the Registrant.*

 

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP*

 

 

 

23.2

 

Consent of Counsel (included in Exhibit 5.1).*

 

*Filed herewith

 

II-4