-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V5eoGXueeJQpqfqxe8K+HWR1ixBgLSMZrO+4xWliipQB6lLpdg8JI9AgBSNGpbh1 xgMRtnftbMG6zjSkDrzDHw== 0000922435-00-000006.txt : 20000216 0000922435-00-000006.hdr.sgml : 20000216 ACCESSION NUMBER: 0000922435-00-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000215 ITEM INFORMATION: FILED AS OF DATE: 20000215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSITUFORM TECHNOLOGIES INC CENTRAL INDEX KEY: 0000353020 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 133032158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-10786 FILM NUMBER: 545606 BUSINESS ADDRESS: STREET 1: 702 SPIRIT 40 PARK DRIVE CITY: CHESTERFIELD STATE: MO ZIP: 63005 BUSINESS PHONE: 6365308000 MAIL ADDRESS: STREET 1: 702 SPIRIT 40 PARK DRIVE CITY: CHESTERFIELD STATE: MO ZIP: 63005 FORMER COMPANY: FORMER CONFORMED NAME: INSITUFORM OF NORTH AMERICA INC/TN/ DATE OF NAME CHANGE: 19930617 8-K 1 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 Date of Report (Date of earliest event reported): February 2, 2000 ----------------- INSITUFORM TECHNOLOGIES, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-10786 13-3032158 - ------------------ ------------ -------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 702 Spirit 40 Park Drive, Chesterfield, Missouri 63005 - ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (636) 530-8000 -------------- Item 5. Other Events. ------------- On February 2, 2000, the Registrant acquired the rights to the Insituform(R) Process and the NuPipe(R) Process for the States of New York and New Jersey, through the purchase of: (i) all of the shares of the capital stock of Insituform Metropolitan Inc., the Registrant's licensee of the Insituform Process for the five boroughs of New York City, and (ii) the operating assets of Insituform Metropolitan, a joint venture comprised of Varlotta Equipment Co. Inc. and George Burrows Inc., a subsidiary of Spearin Preston & Burrows, Inc., and the Registrant's licensee of the Insituform Process for the New York suburbs and all of New Jersey. At closing, the licenses for the Insituform Process for upstate New York, and for the NuPipe Process for New York and New Jersey, held by affiliates of the sellers, were also surrendered to the Registrant. At closing, the Registrant paid to the sellers an aggregate of $3.5 million and delivered $777,000 into escrow to secure the sellers' indemnification obligations to the Registrant, in addition to assuming operating liabilities of the acquired business. The remainder of the purchase price (which the Registrant estimates will aggregate, together with the foregoing closing and escrow payments, $5.2 million), will be paid after adjustments for net assets to be shown on a closing balance sheet of the acquired business. In connection with the sale, the sellers entered into non- competition arrangements with the Registrant extending through the later of three years after closing or the cessation of all employment or consulting arrangements with the Registrant. The Registrant entered into an employment agreement with George Neumann, one of the sellers, extending for two years after closing, with an option by the Registrant to extend the employment term (or engage Mr. Neumann as a consultant) for one additional year. Reference is hereby made to the Registrant's press release attached to this Current Report as Exhibit 99.1, which is incorporated into this item. 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. INSITUFORM TECHNOLOGIES, INC. By s/Anthony W. Hooper ------------------------------ Anthony W. Hooper President Dated: February 15, 2000 INDEX TO EXHIBITS ----------------- Exhibit Description - ------- ----------- 99.1 - Press Release of the Registrant issued February 3, 2000 EX-99 2 Exhibit 99.1 Insituform Technologies, Inc. Acquires Its New York and New Jersey Licensees Business Editors CHESTERFIELD, Mo.--Feb.3, 2000--Insituform Technologies, Inc. (NASDAQ National Market: INSUA) ("Insituform") announced today that it had acquired the rights to the Insituform(R) Process and the NuPipe(R) Process for the States of New York and New Jersey, through the acquisition of Insituform Metropolitan Inc. and related assets of its affiliates. Since 1981, Insituform Metropolitan Inc. and its affiliates Empire Insituform, Inc. and Insituform Metropolitan (a joint venture of Varlotta Equipment Co. Inc. and George Burrows Inc., a subsidiary of Spearin Preston & Burrows, Inc.) have held license rights granted by the Company which entitled them to utilize the Insituform Process (and, since 1990, the NuPipe Process) in territories now aggregating all of the States of New York and New Jersey. As a result of the transaction, the Company will pay approximately $5.2 million in cash in exchange for all license rights and the transfer of the operating assets of the sellers in their pipe rehabilitation business. Anthony W. Hooper, Chairman of the Board, President and Chief Executive Officer of the Company, stated that, "We are pleased to bring this transaction to completion. The addition of New York and New Jersey increases the population base we serve in the United States by about 15%. It adds a region with many large cities with some of the oldest infrastructure in the country. We plan to extend our operations and business development model to this new territory." Insituform Technologies, Inc. is a worldwide provider of proprietary technologies and services for rehabilitating sewer, water and other underground piping systems without digging and disruption. More information about the Company can be found on its Internet site at www.insituform.com. This press release contains forward-looking statements, which are inherently subject to risks and uncertainties. Future results could differ materially from those anticipated currently due to a number of factors, including, without limitation, the competitive environment for the Company's products and services, the geographical distribution and mix of the Company's work, and other factors set forth in reports and documents filed by the Company with the Securities and Exchange Commission from time to time. CONTACT: Insituform Technologies, Inc. Joseph A. White, Vice President and CFO, 636/530-8000 -----END PRIVACY-ENHANCED MESSAGE-----