tti8_k110608.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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): November 6,
2008
TETRA
Technologies, Inc.
(Exact name of
registrant as specified in its charter)
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Delaware
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1-13455
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74-2148293
|
|
(State or
other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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25025
Interstate 45 North, Suite 600
The
Woodlands, Texas 77380
(Address of
Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (281) 367-1983
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 (see General Instruction A.2. below):
[ ]
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))
Item
1.01. Entry Into a Material Definitive Agreement.
Following the approval of its Board of
Directors, TETRA Technologies, Inc. (the “Company”) entered into a First
Amendment to Rights Agreement, dated as of November 6, 2008 (“First Amendment”),
amending the Rights Agreement dated as of October 26, 1998 (the “Rights
Agreement”) between the Company and Computershare Trust Company, N.A. (as
successor rights agent to Harris Trust and Savings bank), as rights
agent.
The amendment extends the term of the Rights
Agreement and final expiration date of the Company’s outstanding rights
thereunder, which would otherwise have expired as of the close of business on
November 6, 2008, until the close of business on November 6, 2018. The amendment
also increases the purchase price for each one-hundredth of a preferred share
purchasable pursuant to the exercise of a right to $100.00.
The foregoing description of the First
Amendment is qualified in its entirety by the executed First Amendment, a copy
of which is attached hereto as Exhibit 4.1 and incorporated herein by
reference.
Item
3.03. Material Modification to Rights of Security Holders.
See the description set forth under “Item 1.01.
Entry Into a Material Definitive Agreement” which is incorporated herein by
reference.
Item
8.01. Other Events.
On November 6, 2008, the Company issued a press
release announcing that it had extended the expiration date of the Rights
Agreement and increased the purchase price thereunder. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
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Exhibit
Number
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|
Description
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4.1
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First
Amendment to Rights Agreement, dated as of November 6, 2008, by and
between TETRA Technologies, Inc. and Computershare Trust Company, N.A. (as
successor rights agent to Harris Trust and Savings Bank), as Rights
Agent.
|
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99.1
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Press
Release, dated November 6, 2008.
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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 Technologies, Inc.
By: /s/Geoffrey M.
Hertel
Geoffrey M. Hertel
President & Chief Executive
Officer
Date: November 6,
2008
EXHIBIT
INDEX
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Exhibit
Number
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Description
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4.1
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First
Amendment to Rights Agreement, dated as of November 6, 2008, by and
between TETRA Technologies, Inc. and Computershare Trust Company, N.A. (as
successor rights agent to Harris Trust and Savings Bank), as Rights
Agent.
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|
99.1
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Press
Release, dated November 6, 2008.
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3