-----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, WpjjWZXNg0vI+euoPopb8yDpyPN60nfEvUvGLp59C0AhNmyQ+02NdMQRXNluH8wH 8ifHj6Dgk9YhSjwwYNXgCg== 0000922435-99-000011.txt : 19990727 0000922435-99-000011.hdr.sgml : 19990727 ACCESSION NUMBER: 0000922435-99-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990720 ITEM INFORMATION: FILED AS OF DATE: 19990726 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: 99669988 BUSINESS ADDRESS: STREET 1: 702 SPIRIT 40 PARK DRIVE CITY: CHESTERFIELD STATE: MO ZIP: 63005 BUSINESS PHONE: 3145308000 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): July 20, 1999 -------------- 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 July 20, 1999, the Registrant entered into a settlement agreement (the "Agreement") with Insituform East Inc. ("East") and its affiliates, providing for dismissal of the pending actions before the Delaware Chancery Court and the American Arbitration Association involving the parties and their joint venture doing business under the name Midsouth Partners ("Midsouth"). Under the Agreement: (i) the Registrant and its subsidiary withdrew as partners in Midsouth; and (ii) the licenses from the Registrant to Midsouth with respect to the Insituform(R) process and the NuPipe(R) process were terminated. Pursuant to the Agreement, East will pay to the Registrant an amount equal to the book value of the interests of the Registrant and its subsidiary in Midsouth, and will repay to the Registrant outstanding loans to Midsouth in the amount of $400,000. The Agreement expressly provides that the Registrant and its affiliates and licensees may operate in Midsouth's former exclusive territory (consisting of Tennessee and portions of Mississippi and Kentucky) without any obligation to East or its affiliates. Under the Agreement, a subsidiary of East retains a non-exclusive right in Midsouth's former territory to utilize the cured-in place process and technology in the condition and state as commercially practiced under license on the date of settlement. The Agreement further provides that such subsidiary: (i) retains no rights to use the trademark "Insituform"; (ii) is not entitled to receive from the Registrant any further improvements or modifications to the cured-in-place process or technology, nor any technical or marketing support; and (iii) may not use any of the rights granted outside of such territory unless such use is inadvertent and de minimis. Any breach of the foregoing limitations results in immediate abrogation of the rights granted. For further information with respect to the Agreement, reference is hereby made to the Registrant's press release issued July 21, 1999 attached to this Current Report as Exhibit 99.1, which is hereby incorporated by reference. Item 7. Financial Statements and Exhibits. ----------------------------------- (c) Exhibits. The exhibit filed as part of this Current Report on Form 8-K is listed in the attached Index to Exhibits. 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: as of July 20, 1999 INDEX TO EXHIBITS ----------------- Exhibit Description - ------- ----------- 99.1 - Press Release of the Registrant issued July 21, 1999 EX-99.1 2 Exhibit 99.1 Insituform Technologies, Inc. Announces Settlement Confirming its Rights in Territory of Midsouth Partners CHESTERFIELD, Mo.--(BUSINESS WIRE)--July 21, 1999--Insituform Technologies, Inc. (NASDAQ National Market: INSUA) (the "Company) announced today that it has withdrawn from Midsouth Partners, a joint venture with Insituform East, Inc. ("East"), and that it now has the unrestricted right to use its Insituform(R) and NuPipe(R) processes in all of Tennessee and Mississippi and most of Kentucky. The Company settled its dispute with East concerning Midsouth Partners. The settlement yesterday followed a decision by a panel of the American Arbitration Association on July 19, 1999, confirming the validity of the Company's termination of the partnership. Under the terms of the agreement, East will purchase the Company's 57.5% interest in the partnership at book value and reimburse fully the loans the Company made to the partnership. The Insituform(R) and NuPipe(R) licenses held by Midsouth have been terminated, and the Company will now operate in the former Midsouth territory using these proprietary processes for pipe rehabilitation. As part of the settlement, the Company granted Midsouth the right, within its former licensed territory, to continue using the cured-in-place pipe rehabilitation process that it practiced when it was an Insituform(R) Process licensee. Since Midsouth is no longer a licensee of the Company, it will not receive technical or marketing support; it may neither use any of the Company's trademarks nor have access to new or improved technology. The settlement provides that all remaining actions before the Delaware Chancery Court and the American Arbitration Association will be dismissed. Insituform Technologies, Inc. is a leading 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. CONTACT: Insituform Technologies, Inc. Anthony W. Hooper, Chairman, President & CEO (636) 530-8000 -----END PRIVACY-ENHANCED MESSAGE-----