TTEK Tetra Tech Inc

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):

January 18, 2016

TETRA TECH, INC.

(Exact name of registrant as specified in its charter)

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:

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

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

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

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

Item 8.01.                                        Other Events.

On January 19, 2016, Tetra Tech, Inc. (the “Registrant”) announced that its off-market takeover bid for all of the outstanding shares of Coffey International Limited (“Coffey”), a publicly traded Australian corporation (ASX: COF), is free from all conditions required to close the purchase.  The Registrant has received tendered shares representing approximately 93% of Coffey shares and sufficient acceptances to compulsorily acquire all remaining shares.  Accordingly, the Registrant has appointed new Coffey directors to replace the Board, which resigned effective January 18, 2016.  The new Board named Ronald J. Chu, the Registrant’s Executive Vice President and President of Resource Management and Energy, as Coffey’s Chief Executive Officer.  A copy of the press release issued by the Registrant concerning this matter is furnished herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety.

The information contained in this Item 8.01, and in the accompanying exhibit, shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.  The information in this Current Report, including the exhibit hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01.                                        Financial Statements and Exhibits.

(d)                                 Exhibits

99.1                        Press Release, dated January 19, 2016, regarding the Registrant’s off-market takeover offer to acquire the shares of Coffey International Limited.

2

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.

3

Exhibit 99.1

January 19, 2016

Tetra Tech Declares Coffey International Limited Offer Unconditional

Pasadena, California.  Tetra Tech, Inc. (NASDAQ:  TTEK) announced today its off-market takeover bid for all of the outstanding shares of Coffey International Limited (ASX: COF) is free from all conditions required to close the purchase.  Tetra Tech has now received tendered shares representing approximately 93% of Coffey shares and sufficient acceptances to compulsorily acquire all remaining shares in Coffey.

Accordingly, Tetra Tech appointed new Coffey directors to replace the Board which resigned effective January 18, 2016.  The new Board has named Ron Chu, Tetra Tech’s Executive Vice President and President of Resource Management & Energy, as Chief Executive Officer of Coffey.

“We are pleased to welcome Coffey’s staff to Tetra Tech,” said Dan Batrack, Tetra Tech Chairman and CEO.  “The addition of Coffey propels us to a global leadership position in international development and provides us a platform for future growth in the Asia-Pacific region.  This acquisition advances our strategy to be the premier worldwide provider of consulting and engineering services in each of the markets we serve.  We will now begin implementing the integration plan that will bring even greater technical capabilities in water and the environment to our combined clients.  We plan to update our fiscal 2016 guidance to include Coffey’s financial results in our next quarterly earnings release, which is scheduled for January 27, 2016.”

About Tetra Tech

Tetra Tech is a leading provider of consulting and engineering services.  For 50 years, the Company has supported commercial and government clients focused on water, environment, infrastructure, resource management, energy, and international development.  With 16,000 staff worldwide, Tetra Tech provides clear solutions to complex problems.  For more information about Tetra Tech, please visit tetratech.com, follow us on Twitter (@TetraTech), or like us on Facebook.

CONTACTS:
Jim Wu, Investor Relations
Charlie MacPherson, Media & Public Relations
(626) 470-2844

Any statements made in this release that are not based on historical fact are forward-looking statements. Any forward-looking statements made in this release represent management’s best judgment as to what may occur in the future. However, Tetra Tech’s actual outcome and results are not guaranteed and are subject to certain risks, uncertainties and assumptions (“Future Factors”), and may differ materially from what is expressed. For a description of Future Factors that could cause actual results to differ materially from such forward-looking statements, see the discussion under the section “Risk Factors” included in the Company’s Form 10-K and 10-Q filings with the Securities and Exchange Commission.