TETRA TECHNOLOGIES INC — Regulatory Filings 2010

May 5, 2010

As filed with the Securities and Exchange Commission on May 5, 2010

Registration No. 333-

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
of
incorporation or organization)	Identification
No.)
24955
Interstate 45 North
The
Woodlands, Texas	77380
(Address
of Principal Executive Offices)	(Zip
Code)

TETRA TECHNOLOGIES, INC.

2007 LONG TERM INCENTIVE COMPENSATION PLAN

(Full Title of the Plan)

Bass C. Wallace, Jr.

General Counsel

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)

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 [ X ] | Accelerated
Filer [ ] |
| --- | --- |
| Non-Accelerated
Filer [ ] (Do not check if a smaller reporting
company) | Smaller
Reporting Company
[ ] |

CALCULATION OF REGISTRATION FEE

| Title
of securities to
be registered | Amount
to be registered (1) | Proposed
maximum offering
price per
share (2) | Proposed
maximum aggregate
offering price (2) | Amount
of registration
fee |
| --- | --- | --- | --- | --- |
| Common Stock,
par value $0.01 per share (3) | 1,000,000
shares | $12.33 | $12,330,000 | $879.15 |

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, the number of shares of common stock registered herein includes an indeterminate number of additional shares that may be issued with respect to the securities registered hereunder by reason of stock dividends, spin-offs, extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations or similar transactions.

(2) Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended and based upon the average of the high and low sales prices of the Registrant’s common stock on the New York Stock Exchange on May 3, 2010.

(3) Includes the preferred stock purchase rights (as adjusted and as subject to further adjustment upon certain events) associated with the common stock.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by TETRA Technologies, Inc., a Delaware corporation (the “Company”) relating to 1,000,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), issuable under the TETRA Technologies, Inc. 2007 Long Term Incentive Compensation Plan (the “Plan”), which Common Stock is in addition to the 90,000 shares of Common Stock registered on the Company’s Registration Statement on Form S-8 filed on May 4, 2007 (Commission File No. 333-142637) and the 4,500,000 shares of Common Stock registered on the Company’s Registration Statement on Form S-8 filed on May 9, 2008 (Commission File No. 333-150783) (together, the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements 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, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as supplemented by the information set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which have been previously filed by the Company with the Securities and Exchange Commission (the “SEC”), are incorporated by reference into this Registration Statement, other than any portions of the respective filings that were furnished rather than filed (pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K or other applicable SEC rules):

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 as filed with the SEC on March 1, 2010 (File No. 001-13455);

(b) The Company’s Current Report on Form 8-K as filed by the Company with the SEC on March 12, 2010 (File No. 001-13455);

(c) The description of the Company’s common stock, par value $0.01 per share, contained in the Registration Statement on Form 8-A filed with the SEC on October 7, 1997 (File No. 001-13455), including any amendments and reports filed for the purpose of updating such description; and

(d) The description of the Company’s Series One Junior Participating Preferred Stock contained in the Company’s Registration Statement on Form 8-A filed with the SEC on October 28, 1998 (File No. 001-13455), as amended by Amendment No. 1 thereto filed with the SEC on November 6, 2008 (File No. 001-13455), including any additional amendments or reports filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K or other applicable SEC rules) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

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Item 8. EXHIBITS

The following exhibits have been filed as a part of this Registration Statement and are specifically incorporated by reference:

| Exhibit
No. | Description |
| --- | --- |
| +4.1 | Restated
Certificate of Incorporation of TETRA Technologies, Inc. (incorporated by
reference to Exhibit 3.1 to the Company’s Registration Statement on Form
S-4 filed on December 27, 1995 (SEC File No.
33-80881)). |
| +4.2 | Certificate
of Amendment of Restated Certificate of Incorporation of TETRA
Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the
Company’s Registration Statement on Form S-4 filed on December 27, 1995
(SEC File No. 33-80881)). |
| +4.3 | Certificate
of Amendment of Restated Certificate of Incorporation of TETRA
Technologies, Inc. (incorporated by reference to Exhibit 3.1(ii) to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2003
filed on March 15, 2004 (SEC File No. 001-13455)). |
| +4.4 | Certificate
of Amendment of Restated Certificate of Incorporation of TETRA
Technologies, Inc. (incorporated by reference to Exhibit 4.4 to the
Company’s Registration Statement on Form S-4 filed on May 25, 2004 (SEC
File No. 333-115859)). |
| +4.5 | Certificate
of Amendment of Restated Certificate of Incorporation of TETRA
Technologies, Inc (incorporated by reference to Exhibit 4.5 to the
Company’s Registration Statement on Form S-8 filed on May 4, 2006 (SEC
File No. 333-133790)). |
| +4.6 | Amended and
Restated Bylaws of TETRA Technologies, Inc. (incorporated by reference to
Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on
May 4, 2006 (SEC File No. 333-133790)). |
| +4.7 | Certificate
of Designation of Series One Junior Participating Preferred Stock of the
Company, dated October 27, 1998 (incorporated by reference to Exhibit 2 to
the Company’s Registration Statement on Form 8-A filed on October 28, 1998
(SEC File No. 001-13455)). |
| +4.8 | Rights
Agreement, dated as of October 26, 1998, between the Company and Harris
Trust and Savings Bank (predecessor to Computershare Investor Services
LLC), as Rights Agent (incorporated by reference to Exhibit 1 to the
Company’s Registration Statement on Form 8-A filed on October 28, 1998
(SEC File No. 001-13455)). |
| +4.9 | 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
(incorporated by reference to Exhibit 4.1 to the Company’s Current Report
on Form 8-K filed on November 6, 2008 (SEC File No.
001-13455)). |
| +4.10 | Specimen
Common Stock Certificate of the Company (incorporated by reference to
Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on
February 23, 1990 (SEC File No. 33-33586)). |
| 4.11 | TETRA
Technologies, Inc. 2007 Long Term Incentive Compensation
Plan. |
| 4.12 | Form of
Employee Incentive Stock Option Agreement under the TETRA Technologies,
Inc. 2007 Long Term Incentive Compensation Plan. |
| 4.13 | Form of
Employee Nonqualified Stock Option Agreement under the TETRA Technologies,
Inc. 2007 Long Term Incentive Compensation Plan. |
| 4.14 | Form of
Employee Restricted Stock Agreement under the TETRA Technologies, Inc.
2007 Long Term Incentive Compensation Plan. |
| 4.15 | Form of
Non-Employee Consultant Nonqualified Stock Option Agreement under the
TETRA Technologies, Inc. 2007 Long Term Incentive Compensation
Plan. |
| 4.16 | Form of
Non-Employee Consultant Restricted Stock Agreement under the TETRA
Technologies, Inc. 2007 Long Term Incentive Compensation
Plan. |

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| 4.17 | Form of
Non-Employee Director Restricted Stock Agreement under the TETRA
Technologies, Inc. 2007 Long Term Incentive Compensation
Plan. |
| --- | --- |
| 5.1 | Opinion of
Andrews Kurth LLP. |
| 23.1 | Consent of
Andrews Kurth LLP (included in Exhibit 5.1). |
| 23.2 | Consent of
Ernst & Young LLP. |
| 23.3 | Consent of
Ryder Scott Company, L.P. |
| 23.4 | Consent of
DeGolyer and MacNaughton. |
| *24.1 | Powers of
Attorney (included on signature
page). |

+Incorporated by reference.

• Filed herewith.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 this 5 th day of May, 2010.

| TETRA
TECHNOLOGIES, INC. |
| --- |
| By: /s/Stuart
M.
Brightman |
| Name: Stuart
M. Brightman |
| Title:
President & 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 Stuart M. Brightman and Bass C. Wallace, Jr., and each of them severally, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, 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 Securities and Exchange Commission 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 might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

Name and Signature	Title	Date
/s/Stuart M.
Brightman	President,
Chief Executive Officer and Director	May 5,
2010
Stuart M.
Brightman	(Principal
Executive Officer)
/s/Joseph M.
Abell	Senior Vice
President and Chief Financial Officer	May 5,
2010
Joseph M.
Abell	(Principal
Financial Officer)
/s/Ben C.
Chambers	Vice
President – Accounting	May 5,
2010
Ben C.
Chambers	(Principal
Accounting Officer)
/s/Ralph S.
Cunningham	Chairman of
the Board of Directors and Director	May 5,
2010
Ralph S.
Cunningham
/s/Paul D.
Coombs	Director	May 5,
2010
Paul D.
Coombs
/s/Tom H.
Delimitros	Director	May 5,
2010
Tom H.
Delimitros
/s/Geoffrey
M. Hertel	Director	May 5,
2010
Geoffrey M.
Hertel
/s/Allen T.
McInnes	Director	May 5,
2010
Allen T.
McInnes
/s/Kenneth P.
Mitchell	Director	May 5,
2010
Kenneth P.
Mitchell
/s/William D.
Sullivan	Director	May 5,
2010
William D.
Sullivan
/s/Kenneth E.
White, Jr.	Director	May 5,
2010
Kenneth E.
White, Jr.

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EXHIBIT INDEX

| Exhibit
No. | Description |
| --- | --- |
| +4.1 | Restated
Certificate of Incorporation of TETRA Technologies, Inc. (incorporated by
reference to Exhibit 3.1 to the Company’s Registration Statement on Form
S-4 filed on December 27, 1995 (SEC File No.
33-80881)). |
| +4.2 | Certificate
of Amendment of Restated Certificate of Incorporation of TETRA
Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the
Company’s Registration Statement on Form S-4 filed on December 27, 1995
(SEC File No. 33-80881)). |
| +4.3 | Certificate
of Amendment of Restated Certificate of Incorporation of TETRA
Technologies, Inc. (incorporated by reference to Exhibit 3.1(ii) to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2003
filed on March 15, 2004 (SEC File No. 001-13455)). |
| +4.4 | Certificate
of Amendment of Restated Certificate of Incorporation of TETRA
Technologies, Inc. (incorporated by reference to Exhibit 4.4 to the
Company’s Registration Statement on Form S-4 filed on May 25, 2004 (SEC
File No. 333-115859)). |
| +4.5 | Certificate
of Amendment of Restated Certificate of Incorporation of TETRA
Technologies, Inc (incorporated by reference to Exhibit 4.5 to the
Company’s Registration Statement on Form S-8 filed on May 4, 2006 (SEC
File No. 333-133790)). |
| +4.6 | Amended and
Restated Bylaws of TETRA Technologies, Inc. (incorporated by reference to
Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on
May 4, 2006 (SEC File No. 333-133790)). |
| +4.7 | Certificate
of Designation of Series One Junior Participating Preferred Stock of the
Company, dated October 27, 1998 (incorporated by reference to Exhibit 2 to
the Company’s Registration Statement on Form 8-A filed on October 28, 1998
(SEC File No. 001-13455)). |
| +4.8 | Rights
Agreement, dated as of October 26, 1998, between the Company and Harris
Trust and Savings Bank (predecessor to Computershare Investor Services
LLC), as Rights Agent (incorporated by reference to Exhibit 1 to the
Company’s Registration Statement on Form 8-A filed on October 28, 1998
(SEC File No. 001-13455)). |
| +4.9 | 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
(incorporated by reference to Exhibit 4.1 to the Company’s Current Report
on Form 8-K filed on November 6, 2008 (SEC File No.
001-13455)). |
| +4.10 | Specimen
Common Stock Certificate of the Company (incorporated by reference to
Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on
February 23, 1990 (SEC File No. 33-33586)). |
| 4.11 | TETRA
Technologies, Inc. 2007 Long Term Incentive Compensation
Plan. |
| 4.12 | Form of
Employee Incentive Stock Option Agreement under the TETRA Technologies,
Inc. 2007 Long Term Incentive Compensation Plan. |
| 4.13 | Form of
Employee Nonqualified Stock Option Agreement under the TETRA Technologies,
Inc. 2007 Long Term Incentive Compensation Plan. |
| 4.14 | Form of
Employee Restricted Stock Agreement under the TETRA Technologies, Inc.
2007 Long Term Incentive Compensation Plan. |
| 4.15 | Form of
Non-Employee Consultant Nonqualified Stock Option Agreement under the
TETRA Technologies, Inc. 2007 Long Term Incentive Compensation
Plan. |
| 4.16 | Form of
Non-Employee Consultant Restricted Stock Agreement under the TETRA
Technologies, Inc. 2007 Long Term Incentive Compensation
Plan. |
| 4.17 | Form of
Non-Employee Director Restricted Stock Agreement under the TETRA
Technologies, Inc. 2007 Long Term Incentive Compensation
Plan. |
| 5.1 | Opinion of
Andrews Kurth LLP. |

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| 23.1 | Consent of
Andrews Kurth LLP (included in Exhibit 5.1). |
| --- | --- |
| 23.2 | Consent of
Ernst & Young LLP. |
| 23.3 | Consent of
Ryder Scott Company, L.P. |
| 23.4 | Consent of
DeGolyer and MacNaughton. |
| *24.1 | Powers of
Attorney (included on signature page). |

+Incorporated by reference.

• Filed herewith.

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