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 DIRECTOR 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 - ---------- ---------- --------------- -------------- ----------- 61: Class A Common Stock 66,810 $13.50 (1) $ 901,935.00 $ 225.49 ($.01 par value) shares Class A Common Stock 105,000 $13.81 (2) $1,450,050.00 $ 362.51 ($.01 par value) shares Class A Common Stock 35,000 $11.63 (3) $ 407,050.00 $ 101.76 ($.01 par value) shares Class A Common Stock 102,500 $11.38 (4) $ 1,166,450.00 $ 291.61 ($.01 par value) shares Class A Common Stock 7,500 $ 9.13 (5) $ 68,475.00 $ 17.12 ($.01 par value) shares Class A Common Stock 127,572 $29.06 (6) $ 3,707,242.32 $ 926.81 ($.01 par value) shares Class A Common Stock 555,618 $35.98 (7) $19,991,135.64 $4,997.78 ($.01 par value) shares Total 1,000,000 $27,692,337.96 $6,923.08 shares - ------------------ (1)	Estimated solely for the purpose of calculating the registration fee on the basis of an exercise price of $13.50 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 $13.81 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 $11.63 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 $11.38 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 $9.13 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 $29.06 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 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. 33-82486), under which Insituform Technologies, Inc. (the "Registrant") registered 500,000 shares of its class A common stock, $.01 par value, for sale pursuant to options granted under the Registrant's 1992 Director 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 15, 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 Director Stock Option Plan, as amended 4(ii) -	Form of Stock Option Certificates under Insituform Technologies, Inc. 1992 Director 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) corp\ina\forms\S-8.mar