Form 8-K

 

 

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): December 9, 2016

 

 

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13455   74-2148293

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

24955 Interstate 45 North

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:

 

☐ 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 7.01. Regulation FD Disclosure.

On December 9, 2016, TETRA Technologies, Inc. ( the “Company”) announced that it had priced its upsized public offering of 19,400,000 shares of the Company’s common stock, par value, $0.01 per share (the “Common Stock”) at $5.15 per share and warrants to purchase 9,700,000 shares of Common Stock at an exercise price of $5.75 per share prior to the 60-month expiration date of the warrants. The offering also includes up to an additional 2,910,000 shares of Common Stock and additional warrants to purchase up to an additional 1,455,000 shares of Common Stock, in each case to be sold by the Company to cover over-allotments, if any. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number

   

Description

99.1    Press Release, dated December 9, 2016.

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.

 

Date: December 9, 2016     TETRA Technologies, Inc.
    By:  

/s/ Stuart M. Brightman

    Name:   Stuart M. Brightman
    Title:   President & Chief Executive Officer

Exhibit Index

 

Exhibit Number

   

Description

99.1    Press Release, dated December 9, 2016.