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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

September 6, 2024

 

TETRA TECH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   0-19655   95-4148514
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		  

(IRS Employer

Identification Number)

 

3475 East Foothill Boulevard, Pasadena, California 91107

(Address of principal executive office, including zip code)

 

(626)351-4664

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value   TTEK   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

 

  Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 31, 2024, Tetra Tech, Inc. (the “Company”) announced a five-for-one forward stock split (the “Stock Split”) of the Company’s common stock, to be effected through the filing of an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Company filed the Amendment to effect the Stock Split and proportionately increase the number of shares of the Company’s authorized common stock from 150,000,000 to 750,000,000. The Amendment, which became effective at 5:00 p.m. Eastern Time on September 6, 2024, is filed as Exhibit 3.1 to this Current Report on Form 8-K.

 

  Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

3.1 Amendment to the Restated Certificate of Incorporation of Tetra Tech, Inc., dated September 6, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  TETRA TECH, INC.
   
Date: September 6, 2024 By: /s/ Dan L. Batrack
    Dan L. Batrack
    Chairman and Chief Executive Officer

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT TO

RESTATED CERTIFICATE OF INCORPORATION

OF

TETRA TECH, INC.

 

Tetra Tech, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

 

FIRST: That the first paragraph of Article IV of the Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

 

“The total number of shares of all classes of stock that the Corporation shall have authority to issue is seven hundred fifty-two million (752,000,000), consisting of seven hundred fifty million (750,000,000) shares of common stock, par value $0.01 (“Common Stock”), and two million (2,000,000) shares of preferred stock, par value $0.01 (“Preferred Stock”). Effective as of 5:00 p.m., Eastern Time, on September 6, 2024 (the “Effective Time”), each issued and outstanding share of the Corporation’s Common Stock shall be divided into five (5) validly issued, fully paid and non-assessable shares of Common Stock reflecting a five (5) for one (1) stock split (the “Stock Split”). The Stock Split shall occur without any further action on the part of the Corporation or the holders of shares of Common Stock and whether or not certificates representing such holders’ shares prior to the Stock Split are surrendered for cancellation.”

 

SECOND: The said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed on this 6th day of September, 2024.

 

  By:
   
  /s/ Dan L. Batrack
  Dan L. Batrack
  Chairman and Chief Executive Officer

 

 

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Sep. 06, 2024
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Document Period End Date Sep. 06, 2024
Current Fiscal Year End Date --09-29
Entity File Number 0-19655
Entity Registrant Name TETRA TECH, INC.
Entity Central Index Key 0000831641
Entity Tax Identification Number 95-4148514
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3475 East Foothill Boulevard
Entity Address, City or Town Pasadena
Entity Address, State or Province CA
Entity Address, Postal Zip Code 91107
City Area Code 626
Local Phone Number 351-4664
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol TTEK
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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