SEC Comment Letter for TETRA TECHNOLOGIES INC (TTI) (CIK 0000844965) (TTI) — Sep 14, 2009
TETRA TECHNOLOGIES INC (TTI) (CIK 0000844965)
Date: Sept. 14, 2009 · CIK: 0000844965 · Accession: 0000000000-09-050932
AI Filing Summary & Sentiment
File numbers found in text: 001-13455
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4628 DIVISION OF CORPORATION FINANCE September 14, 2009 Mr. Joseph M. Abell Chief Financial Officer Tetra Technologies, Inc. 24955 Interstate 45 North The Woodlands, Texas 77380 Re: Tetra Technologies, Inc. Form 10-K for the Fiscal Year Ended December 31, 2008 Filed March 2, 2009 File No. 001-13455
Dear Mr. Abell: We have reviewed your filing and have the following comments. We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. Please provide a written response to our comments. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2008
Financial Statements
Note J – Commitments and Contingencies, page F-29 1. We note you disclose that two putative class action lawsuits have been filed against the company and its officers alleging certain violations under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5. The allegations you disclose include “disseminating false and misleading statements”
Mr. Joseph M. Abell Tetra Technologies, Inc. September 14, 2009 Page 2
and “concealing material facts concerning our current and prospective business and financial results.” Please provide us with further details of these allegations, identifying the specific aspects of your financial statements and public disclosures which have been alleged to be false and misleading or defi cient Please explain how or why these allegations originated, in your opinion, based on your understanding, and how you determined that no aspects of your accounting or disclosures warranted further clarification or revision if true. Closing Comments
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review of your filing or in response to our comments on your filing.
Mr. Joseph M. Abell Tetra Technologies, Inc. September 14, 2009 Page 3
You may contact Craig Arakawa at (202) 551-3650, if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3686 with any other questions. S i n c e r e l y , Karl Hiller B r a n c h C h i e f
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628
DIVISION OF
CORPORATION FINANCE
September 14, 2009
Mr. Joseph M. Abell
Chief Financial Officer Tetra Technologies, Inc. 24955 Interstate 45 North The Woodlands, Texas 77380
Re: Tetra Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009
File No. 001-13455
Dear Mr. Abell:
We have reviewed your filing and have the following comments. We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. Please provide a written response to our comments. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2008
Financial Statements
Note J – Commitments and Contingencies, page F-29
1. We note you disclose that two putative class action lawsuits have been filed against the company and its officers alleging certain violations under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5. The allegations you disclose include “disseminating false and misleading statements”
Mr. Joseph M. Abell
Tetra Technologies, Inc.
September 14, 2009 Page 2
and “concealing material facts concerning our current and prospective business and financial results.” Please provide us with further details of these allegations, identifying the specific aspects of your financial statements and public disclosures which have been alleged to be false and misleading or defi cient Please explain how or why these
allegations originated, in your opinion, based on your understanding, and how you determined that no aspects of your accounting or disclosures warranted further clarification or revision if true.
Closing Comments
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
Mr. Joseph M. Abell
Tetra Technologies, Inc. September 14, 2009 Page 3
You may contact Craig Arakawa at (202) 551-3650, if you have questions
regarding comments on the financial statements and related matters. Please contact me at (202) 551-3686 with any other questions. S i n c e r e l y , Karl Hiller B r a n c h C h i e f