SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(MARK ONE)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER 0-18335
TETRA Technologies, Inc.
(EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)
| DELAWARE |
74-2148293 |
| (STATE
OR OTHER JURISDICTION OF |
(I.R.S.
EMPLOYER |
| INCORPORATION
OR ORGANIZATION) |
IDENTIFICATION
NO.) |
25025
INTERSTATE 45 NORTH, SUITE 600 |
|
THE
WOODLANDS, TEXAS |
77380 |
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES) |
(ZIP
CODE) |
(REGISTRANT'S
TELEPHONE NUMBER, INCLUDING AREA CODE):
(281) 367-1983 |
|
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| COMMON STOCK, PAR VALUE $0.01 PER SHARE |
NEW YORK STOCK EXCHANGE |
| (TITLE OF CLASS) |
(NAME OF EXCHANGE ON WHICH REGISTERED) |
|
|
|
|
RIGHTS TO PURCHASE SERIES ONE JUNIOR PARTICIPATING PREFERRED STOCK |
NEW YORK STOCK EXCHANGE |
| (TITLE OF CLASS) |
(NAME OF EXCHANGE ON WHICH REGISTERED) |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES [ X ] NO [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [ ]
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS DEFINED IN RULE 12b-2 OF THE ACT). YES [ X ] NO [ ]
THE AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT WAS $368,543,736 AS OF JUNE 28, 2002, THE LAST BUSINESS DAY OF THE REGISTRANT'S MOST RECENTLY COMPLETED SECOND FISCAL QUARTER.
NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK AS OF MARCH 14, 2003 WAS 14,421,637 SHARES.
PART III INFORMATION IS INCORPORATED BY REFERENCE FROM THE REGISTRANT'S PROXY STATEMENT FOR ITS ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 23, 2003 TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITHIN 120 DAYS OF THE END OF THE REGISTRANT'S FISCAL YEAR.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Annual Report on Form 10-K of TETRA Technologies, Inc. (the “Company”) for the year ended December 31, 2002 (the “Original Form 10-K”) is to amend the Company’s disclosure regarding the effectiveness of its disclosure controls and procedures pursuant to Item 307 of Regulation S-K to state that the Company’s chief executive officer and chief financial officer determined such controls and procedures to be effective. In accordance with Securities and Exchange Commission Release No. 33-8238 and the amendments to Form 10-K set forth therein, the Company’s disclosure regarding the effectiveness of its disclosure controls and procedures pursuant to Item 307 of Regulation S-K will be set forth in Item 9A rather than Item 14.
This Amendment No. 1 amends and restates in its entirety Part II, Item 14 (now referred to as Item 9A) and Part IV, Item 15(a)(3) of the Original Form 10-K. This Amendment No. 1 continues to reflect circumstances as of the date of the filing of the Original Form 10-K and does not reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures in any way.
PART II
Item 9A. Controls and Procedures.
The Company’s chief executive officer and chief financial officer have evaluated the Company’s disclosure controls and procedures as of December 31, 2002, the end of the period covered by this report. Based upon that evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ending December 31, 2002 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) List of documents filed as part of this Report |
| 3. List of Exhibits |
||
| 3.1(i) |
Restated Certificate of Incorporation (filed as an exhibit to the Company's Registration Statement on Form S-1(33-33586) and incorporated herein by reference). |
|
| 3.1(ii) |
Certificate of Designation of Series One Junior Participating Preferred Stock of the Company dated October 27, 1998 (filed as an exhibit to the Company's Registration Statement on Form 8-A filed on October 27, 1998 (the "1998 Form 8-A") and incorporated herein by reference). |
|
| 3.2 |
Bylaws, as amended (filed as an exhibit to the Company's Registration Statement on Form S-1 (33-33586) and incorporated herein by reference). |
|
| 4.1 |
Rights Agreement dated as of October 26, 1998 between the Company and Computershare Investor Services LLC (as successor to Harris Trust & Savings Bank), as Rights Agent (filed as an exhibit to the 1998 Form 8-A and incorporated herein by reference). |
|
| 10.1 |
Long-term Supply Agreement with Bromine Compounds Ltd. (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 1996 and incorporated herein by reference; certain portions of this exhibit have been omitted pursuant to a confidential treatment request filed with the Securities and Exchange Commission). |
|
| 10.2 |
Agreement dated November 28, 1994 between Olin Corporation and TETRA-Chlor, Inc. (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 1994 and incorporated herein by reference; certain portions of this exhibit have been omitted pursuant to a confidential treatment request filed with the Securities and Exchange Commission). |
|
| 10.3+ |
1990 Stock option Plan, as amended through January 5, 2001 (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2000 and incorporated herein by reference). |
|
| 10.4+ |
Director Stock Option Plan (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2000 and incorporated herein by reference). |
|
| 10.5+ |
1998 Director Stock Option Plan (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2000 and incorporated herein by reference). |
|
| 10.6 |
Amended and Restated Credit Agreement dated as of December 14, 2001 with Bank of America N.A. (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2001 and incorporated herein by reference). |
|
| 10.7+ |
Letter of Agreement with Gary C. Hanna, dated March, 2002 (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2001 and incorporated herein by reference). |
|
| 10.8**+ |
1998 Director Stock Option Plan (As Amended and Restated Effective December 18, 2002). |
|
| 21** |
Subsidiaries of the Company. |
|
| 23.1** |
Consent of Ernst & Young, LLP. |
| 31.1* |
Certification Pursuant to Rule 13(a) -14(a) or 15(d) -14(a) of the Exchange Act Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
| 31.2* |
Certification Furnished Pursuant to Rule 13(a) -14(a) or 15(d) -14(a) of the Exchange Act Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
* Filed with this report
** Previously filed
+ Management contract or compensatory plan or arrangement
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, TETRA Technologies, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TETRA Technologies, Inc.
Date: March 12, 2004
By: /s/Geoffrey M. Hertel
Geoffrey M. Hertel, President and CEO
EXHIBIT INDEX
Exhibit Number
| 3.1(i) |
Restated Certificate of Incorporation (filed as an exhibit to the Company's Registration Statement on Form S-1(33-33586) and incorporated herein by reference). |
|
| 3.1(ii) |
Certificate of Designation of Series One Junior Participating Preferred Stock of the Company dated October 27, 1998 (filed as an exhibit to the Company's Registration Statement on Form 8-A filed on October 27, 1998 (the "1998 Form 8-A") and incorporated herein by reference). |
|
| 3.2 |
Bylaws, as amended (filed as an exhibit to the Company's Registration Statement on Form S-1 (33-33586) and incorporated herein by reference). |
|
| 4.1 |
Rights Agreement dated as of October 26, 1998 between the Company and Computershare Investor Services LLC (as successor to Harris Trust & Savings Bank), as Rights Agent (filed as an exhibit to the 1998 Form 8-A and incorporated herein by reference). |
|
| 10.1 |
Long-term Supply Agreement with Bromine Compounds Ltd. (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 1996 and incorporated herein by reference; certain portions of this exhibit have been omitted pursuant to a confidential treatment request filed with the Securities and Exchange Commission). |
|
| 10.2 |
Agreement dated November 28, 1994 between Olin Corporation and TETRA-Chlor, Inc. (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 1994 and incorporated herein by reference; certain portions of this exhibit have been omitted pursuant to a confidential treatment request filed with the Securities and Exchange Commission). |
| 10.3+ |
1990 Stock option Plan, as amended through January 5, 2001 (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2000 and incorporated herein by reference). |
|
| 10.4+ |
Director Stock Option Plan (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2000 and incorporated herein by reference). |
|
| 10.5+ |
1998 Director Stock Option Plan (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2000 and incorporated herein by reference). |
|
| 10.6 |
Amended and Restated Credit Agreement dated as of December 14, 2001 with Bank of America N.A. (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2001 and incorporated herein by reference). |
|
| 10.7+ |
Letter of Agreement with Gary C. Hanna, dated March, 2002 (filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2001 and incorporated herein by reference). |
|
| 10.8**+ |
1998 Director Stock Option Plan (As Amended and Restated Effective December 18, 2002). |
|
| 21** |
Subsidiaries of the Company. |
|
| 23.1** |
Consent of Ernst & Young, LLP. |
| 31.1* |
Certification Pursuant to Rule 13(a) -14(a) or 15(d) -14(a) of the Exchange Act Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
| 31.2* |
Certification Furnished Pursuant to Rule 13(a) -14(a) or 15(d) -14(a) of the Exchange Act Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
* Filed with this report
** Previously filed
+ Management contract or compensatory plan or arrangement
Exhibit 31.1
Certification Pursuant to
Rule 13(a) - 14(a) or 15(d) - 14(a) of the Exchange Act
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Geoffrey M. Hertel, certify that:
1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of TETRA Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a) -15(e) and 15d -15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 12, 2004
/s/ Geoffrey M. Hertel
Geoffrey M. Hertel
President
Chief Executive Officer
Exhibit 31.2
Certification Pursuant to
Rule 13(a) - 14(a) or 15(d) - 14(a) of the Exchange Act
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Jospeh M. Abell, certify that:
1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of TETRA Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a) -15(e) and 15d -15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 12, 2004
/s/ Joseph M. Abell
Joseph M. Abell
Senior Vice President
Chief Financial Officer