UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): April 5, 2005
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INSITUFORM TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-10786 13-3032158
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
702 Spirit 40 Park Drive, Chesterfield, Missouri 63005
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (636) 530-8000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
On April 5, 2005, the Compensation Committee of Insituform Technologies,
Inc. (the "Company") approved the Company's 2005 Management Annual Incentive
Plan. All of the executive officers and certain key employees of the Company
participate in the annual incentive plan, which provides for a bonus pool
available for payment to participants, the amount of which shall be determined
by the Company's earnings for the 2005 fiscal year. The Compensation Committee,
in its sole discretion and based upon the recommendation of management, shall
allocate the bonus pool amount among participants after completion of the fiscal
year.
At the same meeting, the Compensation Committee established performance
criteria applicable to the Company's Long-Term Incentive Plan for the 2005 -
2007 performance period. All of the executive officers of the Company
participate in the long-term incentive plan, which provides for the payment of a
cash bonus to each executive officer subject to the Company's achievement of
certain pre-established performance objectives for the performance period. The
performance objectives under the long-term incentive plan are based upon
targeted return on equity and growth in earnings per share. Actual amounts
payable as a cash bonus range from 13% to 118% of each executive officer's base
salary, based upon the extent to which the performance objectives under each of
the designated criteria are met, exceeded or below established targets. If
minimum levels of target performance are not met, no cash bonuses will be paid
to the executive officers under the long-term incentive plan.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
See the Index to Exhibits attached hereto.
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 hereunto duly authorized.
INSITUFORM TECHNOLOGIES, INC.
By: /s/ David F. Morris
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David F. Morris
Vice President, General Counsel
and Secretary
Date: April 7, 2005
INDEX TO EXHIBITS
Exhibit Description
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10.1 2005 Management Annual Incentive Plan of Insituform
Technologies, Inc.