As filed with the Securities and Exchange Commission on May 26, 2021
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TETRA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 74-2148293 |
(State or other jurisdiction | (I.R.S. Employer |
24955 Interstate 45 North The Woodlands, Texas | 77380 |
(Address of Principal Executive Offices) | (Zip Code) |
TETRA Technologies, Inc.
First Amended and Restated 2018 Equity Incentive Plan
(Full title of the plan)
Elijio V. Serrano
Sr. Vice President and Chief Financial Officer
24955 Interstate 45 North
The Woodlands, Texas 77380
(281) 367-1983
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
David Palmer Oelman
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-2222
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☑ |
Non-accelerated filer | ☐ | Smaller reporting company 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum | Proposed Maximum | Amount of |
Common stock, par value $0.01 per share | 6,325,000 shares | $3.37 | $21,315,250 | $2,325.49 |
(1) | This Registration Statement on Form S-8 (this “Registration Statement”) registers 6,325,000 additional shares of common stock, par value $0.01 per share (“Common Stock”) of TETRA Technologies, Inc., a Delaware corporation (the “Registrant”), that may be delivered with respect to awards under the TETRA Technologies Inc. First Amended and Restated 2018 Equity Incentive Plan (as amended from time to time, the “Plan”) and additional shares of Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to the terms and conditions of the Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock as may be necessary to adjust the number of shares of Common Stock that may become issuable by reason of stock splits, stock dividends or similar transactions pursuant to the anti-dilution provisions of the Plan. |
(2) | The proposed maximum offering price per share and the proposed maximum aggregate offering price for the shares of Common Stock have been estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act and based upon the average of the high and low sales prices of the shares of Common Stock as reported on The New York Stock Exchange on May 20, 2021 (a date within five business days prior to the date of filing this Registration Statement). |
EXPLANATORY NOTE
This Registration Statement is being filed by the Registrant for the purpose of registering an additional 6,325,000 shares of Common Stock that may be issued under the Plan, which shares of Common Stock are in addition to the 6,365,000 shares of Common Stock registered for issuance under the Plan on the Registrant’s Registration Statement on Form S‑8 filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2018 (SEC File No. 333-224679) (the “Prior Registration Statement”).
This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relate and is submitted in accordance with General Instruction E to Form S‑8 regarding the Registration of Additional Securities. Pursuant to Instruction E of Form S‑8, except as set forth below, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The contents of the Prior Registration Statement are incorporated herein by reference and made a part of this Registration Statement.
Item 8.Exhibits
Exhibit | Description | |
*4.1 | TETRA Technologies, Inc. First Amended and Restated 2018 Equity Incentive Plan. | |
*4.2 | ||
*4.3 | ||
*4.4 | ||
*5.1 | ||
*23.1 | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 to the Registration Statement). | |
*23.2 | ||
*23.3 | ||
*24.1 | Powers of Attorney (included on signature page). | |
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* Filed herewith.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, State of Texas, on May 26, 2021.
TETRA Technologies, Inc. |
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By: | /s/ Brady M. Murphy |
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| Brady M. Murphy |
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| President and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the registrant hereby constitutes and appoints Brady M. Murphy, Elijio V. Serrano and Kimberly M. O’Brien, and each of them severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement and any and all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the SEC or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself or she herself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.
Name and Signature |
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/s/ Brady M. Murphy |
| President, Chief Executive Officer and Director | May 26, 2021 |
Brady M. Murphy |
| (Principal Executive Officer) |
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/s/ Elijio V. Serrano |
| Sr. Vice President and Chief Financial Officer | May 26, 2021 |
Elijio V. Serrano |
| (Principal Financial Officer) |
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/s/ Richard D. O’Brien |
| Vice President – Finance and Global Controller | May 26, 2021 |
Richard D. O’Brien |
| (Principal Accounting Officer) |
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/s/ William D. Sullivan |
| Chairman of the Board of Directors and Director | May 26, 2021 |
William D. Sullivan |
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/s/ Mark E. Baldwin |
| Director | May 26, 2021 |
Mark E. Baldwin |
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/s/ Thomas R. Bates, Jr. |
| Director | May 26, 2021 |
Thomas R. Bates, Jr. |
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/s/ John F. Glick |
| Director | May 26, 2021 |
John F. Glick |
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/s/ Gina A. Luna |
| Director | May 26, 2021 |
Gina A. Luna |
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/s/ Shawn D. Williams |
| Director | May 26, 2021 |
Shawn D. Williams |
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