As filed with the Securities and Exchange Commission on May 27, 2021
Registration No. 333-224678
UNITED STATES
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 TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 74-2148293 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
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24955 Interstate 45 North The Woodlands, Texas |
| 77380 |
(Address of Principal Executive Offices) |
| (Zip Code) |
TETRA Technologies, Inc. 2018 Non-Employee Director 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
(Name and address of agent for service)
(281) 367-1983
(Telephone number, including area code, of agent for service)
Copy to:
David Palmer Oelman
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 7002
(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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☑ |
Non-accelerated filer | ☐ | Smaller Reporting Company | ☑ |
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| 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 of 1933, as amended (the “Securities Act”). ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to Registration Statement No. 333-224678 on Form S-8 (the “Prior Registration Statement”) filed by TETRA Technologies, Inc., a Delaware corporation (the “Registrant”), with the Securities and Exchange Commission (the “SEC”) on May 4, 2018, pertaining to the registration of 335,000 shares of the Company’s common stock, par value $0.01 (“Common Stock”), under the TETRA Technologies, Inc. 2018 Non-Employee Director Equity Incentive Plan (as amended from time to time, the “Plan”).
On May 26, 2021, the Registrant’s shareholders approved the TETRA Technologies, Inc. First Amended and Restated 2018 Equity Incentive Plan (the “Amended 2018 Plan”) in order to (i) increase the number of shares of Common Stock available for grant under such plan and (ii) ease the administrative burden of maintaining two equity incentive plans by permitting non-employee directors to participate in such plan. In connection with the approval of the Amended 2018 Plan, the Registrant terminated the Plan, effective as of May 26, 2021, and filed a new Registration Statement on Form S-8 with the SEC on May 26, 2021 which registers the additional shares of Common Stock that may be issued under the Amended 2018 Plan.
Following the termination of the Plan, the shares of Common Stock that were registered on the Prior Registration Statement are no longer available for issuance under the Plan. In accordance with an undertaking made by the Registrant in Part II of the Prior Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes from registration the 166,783 shares of Common Stock registered but which remain unsold under the Prior Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of The Woodlands, Texas, on May 27, 2021.
| TETRA TECHNOLOGIES, INC. | |
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| By: | /s/ Brady M. Murphy |
| Name: | Brady M. Murphy |
| Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Name and Signature |
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/s/ Brady M. Murphy |
| President, Chief Executive Officer and Director | May 27, 2021 |
Brady M. Murphy |
| (Principal Executive Officer) |
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| Sr. Vice President and Chief Financial Officer | May 27, 2021 |
Elijio V. Serrano |
| (Principal Financial Officer) |
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/s/ Richard D. O’Brien |
| Vice President – Finance and Global Controller | May 27, 2021 |
Richard D. O’Brien |
| (Principal Accounting Officer) |
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| Chairman of the Board of Directors and Director | May 27, 2021 |
William D. Sullivan |
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| Director | May 27, 2021 |
Mark E. Baldwin |
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| Director | May 27, 2021 |
Thomas R. Bates, Jr. |
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* |
| Director | May 27, 2021 |
John F. Glick |
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/s/ Gina A. Luna |
| Director | May 27, 2021 |
Gina A. Luna |
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/s/ Shawn D. Williams |
| Director | May 27, 2021 |
Shawn D. Williams |
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* By: /s/Brady M. Murphy Attorney-in-Fact | May 27, 2021 |
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