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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
June 30, 2003
Date of Report (date of earliest event reported)
Commission File Number
1-9812
TENERA, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3213541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Bush Street, Suite 850, San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
(415) 445-3200
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On June 30, 2003, TENERA Rocky Flats, LLC. ("Rocky Flats"), a
wholly-owned subsidiary of TENERA, Inc. ("TENERA" or "the Company") approved the
transfer (in exchange for a small amount of cash, assumption of certain of the
joint venture management responsibilities and recruitment of remaining key
personnel) of Rocky Flats' remaining contracted work scopes for the Department
of Energy sites and its majority joint venture interest in Closure Mission
Support Services, LLC ("CMSS") to The S.M. Stoller Corporation, a Colorado
corporation and one of Rocky Flats' minority joint-venture partners in CMSS. The
purchase price and other terms of the asset sale were determined in arms-length
negotiations between the parties.
The Asset Purchase Agreement entered into by and between Rocky Flats
LLC and Stoller concerning the asset sale is attached hereto as Exhibit 2.1, and
is incorporated herein by reference. The press release announcing the closing of
the asset sale are attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
The unaudited pro forma financial information required by this
item is attached hereto as Exhibit 99.2, and is incorporated
herein by reference.
(c) Exhibits
The following Exhibits are filed as part of this report:
Exhibit
No.
2.1 Asset Purchase Agreement, dated as of June 30, 2003, by and
between TENERA Rocky Flats, LLC and The S.M. Stoller
Corporation.
99.1 Press Release, dated as of July 1, 2003, entitled "TENERA
Announces Further Actions."
99.2 Unaudited Pro Forma Condensed Consolidated Financial
Information.
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, thereunto duly authorized.
TENERA, Inc.
By: /s/ Jeffrey R. Hazarian
---------------------------------
Jeffrey R. Hazarian
Chief Executive Officer
Date: July 25, 2003
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EXHIBIT INDEX
Exhibit No. Description
2.1 Asset Purchase Agreement, dated as of June 30, 2003, by and
between TENERA Rocky Flats, LLC and The S.M. Stoller
Corporation.
99.1 Press Release, dated as of July 1, 2003, entitled "TENERA
Announces Further Actions."
99.2 Unaudited Pro Forma Condensed Consolidated Financial
Information.