As filed with the Securities and Exchange Commission on July 6, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INSITUFORM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3032158
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
702 Spirit 40 Park Drive
Chesterfield, Missouri 63005
(Address of principal executive offices)
INSITUFORM TECHNOLOGIES, INC.
1992 EMPLOYEE STOCK OPTION PLAN
(Full Title of Plan)
ANTHONY W. HOOPER
Chief Executive Officer
Insituform Technologies, Inc.
702 Spirit 40 Park Drive
Chesterfield, Missouri 63005
(636) 530-8000
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
THOMAS A. A. COOK, ESQ.
Vice President and General Counsel
Insituform Technologies, Inc.
702 Spirit 40 Park Drive
Chesterfield, Missouri 63005
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering aggregate registration
registered registered price per share offering price fee
- ---------- ---------- --------------- -------------- ----------
Class A
Common Stock 141,280 $ 14.44 (1) $ 2,040,083.20 $ 510.02
($.01 par value) shares
Class A
Common Stock 5,750 $ 21.50 (2) $ 123,625.00 $ 30.91
($.01 par value) shares
Class A
Common Stock 15,000 $ 20.50 (3) $ 307,500.00 $ 76.88
($.01 par value) shares
Class A
Common Stock 367,066 $ 28.94 (4) $10,622,890.04 2,655.72
($.01 par value) shares
Class A
Common Stock 5,000 $ 28.25 (5) $ 141,250.00 $ 35.31
($.01 par value) shares
Class A
Common Stock 15,000 $ 32.19 (6) $ 482,850.00 $ 120.71
($.01 par value) shares
Class A
Common Stock 1,050 $ 34.00 (7) $ 35,700.00 $ 8.93
($.01 par value) shares
Class A
Common Stock 489,140 $ 29.06 (8) $14,214,408.40 $3,553.60
($.01 par value) shares
Class A
Common Stock 810,714 $ 35.98 (9) $29,169,489.72 $7,292.37
($.01 par value) shares
Total 1,850,000 $57,137,796.36 $14,284.45
shares
- --------------------
(1) Estimated solely for the purpose of calculating the registration fee
on the basis of an exercise price of $14.44 per share of Class A
Common Stock for shares subject to options granted.
(2) Estimated solely for the purpose of calculating the registration fee
on the basis of an exercise price of $21.50 per share of Class A
Common Stock for shares subject to options granted.
(3) Estimated solely for the purpose of calculating the registration fee
on the basis of an exercise price of $20.50 per share of Class A
Common Stock for shares subject to options granted.
(4) Estimated solely for the purpose of calculating the registration fee
on the basis of an exercise price of $28.94 per share of Class A
Common Stock for shares subject to options granted.
(5) Estimated solely for the purpose of calculating the registration fee
on the basis of an exercise price of $28.25 per share of Class A
Common Stock for shares subject to options granted.
(6) Estimated solely for the purpose of calculating the registration fee
on the basis of an exercise price of $32.19 per share of Class A
Common Stock for shares subject to options granted.
(7) Estimated solely for the purpose of calculating the registration fee
on the basis of an exercise price of $34.00 per share of Class A
Common Stock for shares subject to options granted.
(8) Estimated solely for the purpose of calculating the registration fee
on the basis of an exercise price of $29.06 per share of Class A
Common Stock for shares subject to options granted.
(9) Estimated solely for the purpose of calculating the registration fee
on the basis of the average of the high and low prices reported on
the NASDAQ Stock Market on July 2, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
-------------------------------------
Pursuant to General Instruction E of Form S-8, the contents
of Registration Statement on Form S-8 (No. 33-82488), under which
Insituform Technologies, Inc. (the "Registrant") registered
1,000,000 shares of its class A common stock, $.01 par value, for
sale pursuant to options granted under the Registrant's 1992
Employee Stock Option Plan, and all documents incorporated by
reference therein, are incorporated by reference in this
Registration Statement.
Item 8. Exhibits.
--------
The exhibits required to be filed as part of this
Registration Statement are listed in the attached Index to
Exhibits.
CONSENT OF COUNSEL
The consent of Krugman & Kailes LLP is contained in
their opinion filed as Exhibit 5 to this Registration Statement.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 25, 2001 (except with respect to Note 15 to
the consolidated financial statements, as to which the date is
February 28, 2001), incorporated by reference in Insituform
Technologies, Inc.'s Form 10-K for the year ended December 31,
2000, and of our report dated February 9, 2001 appearing in
Insituform Technologies, Inc.'s Current Report on Form 8-K dated
February 28, 2001 (as amended).
ARTHUR ANDERSEN LLP
St. Louis, Missouri
July 3, 2001
POWER OF ATTORNEY
The Registrant and each person whose signature appears below
hereby appoints Anthony W. Hooper and Joseph A. White as
attorneys-in-fact with full power of substitution, severally, to
execute in their respective names and on behalf of the Registrant
and each such person, individually and in each capacity stated
below, one or more amendments (including post-effective
amendments) to the registration statement as the attorney-in-fact
acting in the premises deems appropriate and to file any such
amendment to the registration statement with the Securities and
Exchange Commission.
SIGNATURES
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 Chesterfield, State of Missouri, on the 6th day of July, 2001.
INSITUFORM TECHNOLOGIES, INC.
By s/Anthony W. Hooper
-----------------------
Anthony W. Hooper
Chairman of the Board,
President and Chief
Executive Officer
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 indicated.
Signature Title Date
--------- ----- ----
s/Anthony W. Hooper Chairman of the
- ------------------------ Board, President,
Anthony W. Hooper Principal Executive
Officer and
Director July 6, 2001
s/Joseph A. White Principal July 6, 2001
- ------------------------ Financial and
Joseph A. White Accounting Officer
s/Robert W. Affholder Director July 6, 2001
- ----------------------
Robert W. Affholder
s/Paul A. Biddelman Director July 6, 2001
- ----------------------
Paul A. Biddelman
s/Stephen P. Cortinovis Director July 6, 2001
- -----------------------
Stephen P. Cortinovis
s/Juanita Hinshaw Director July 6, 2001
- -----------------------
Juanita Hinshaw
s/Thomas N. Kalishman Director July 6, 2001
- -----------------------
Thomas N. Kalishman
s/Sheldon Weinig Director July 6, 2001
- -----------------------
Sheldon Weinig
s/Alfred L. Woods Director July 6, 2001
- -----------------------
Alfred L. Woods
INDEX TO EXHIBITS
Number
- ------
4(i) - Copy of Insituform Technologies, Inc. 1992 Employee
Stock Option Plan, as amended
4(ii) - Form of Stock Option Certificates under Insituform
Technologies, Inc. 1992 Employee Stock Option Plan
4(iii) - Restated Certificate of Incorporation of the
Registrant, as amended (Incorporated by reference to
Exhibit 3.1 to the Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000)
4(iv) - By-Laws of the Registrant (Incorporated by reference to
Exhibit 3.2 to the Annual Report on Form 10-K for the
year ended December 31, 2000)
5 - Opinion of Krugman & Kailes LLP
23(i) - Consent of Arthur Andersen LLP (See "Consent of
Independent Public Accountants" in the Registration
Statement)
23(ii) - Consent of Counsel (contained in Exhibit 5)
24 - Power of Attorney (See "Power of Attorney" in the
Registration Statement)
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