S-8 1 emps8.txt 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) corp\ina\forms\S-8-01