8-K

UNITED STATES

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):                   August 17, 2005                 

INSITUFORM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-10786	13-3032158
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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               

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 August 17, 2005, Insituform Technologies, Inc. (the “Company”) entered into a First Amendment to Resin Purchase Agreement, effective as of July 15, 2005 (the “Amendment”). The Amendment amends the Resin Purchase Agreement by and between the Company and AOC, LLC (“AOC”), dated as of March 29, 2005, for the purchase and sale of certain unsaturated polyester resins and vinyl ester resins (the “Products”) used by the Company in its cured-in-place pipe process. The Amendment (i) provides that AOC agrees to sell and the Company agrees to purchase one hundred percent (100%) of the Products required by the Company, or by third parties designated by the Company, to fulfill product installation work in certain specified locations; and (ii) sets forth a formula for calculating the freight costs for the shipment of the Products to such locations.

A copy of the Amendment is furnished herewith as Exhibit 10.1 and incorporated herein by reference.

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                                                                   

      David F. Morris

      Vice President, General Counsel and Secretary

Date:   August 19, 2005

INDEX TO EXHIBITS

Exhibit	Description
10.1	First Amendment to Resin Purchase Agreement, entered into as of August 17, 2005 and effective as of July 15, 2005, by and between Insituform Technologies, Inc. and AOC, LLC.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO RESIN PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO RESIN PURCHASE AGREEMENT (“First Amendment”) is made and entered into as of the 17^th day of August 2005, effective as of the 15^th day of July 2005 (the “Effective Date”), by and between AOC, LLC (“Seller”) and INSITUFORM TECHNOLOGIES, INC. (“Buyer”).

Recitals of Fact

Seller and Buyer have entered into that certain Resin Purchase Agreement (the “Agreement”), dated March 29, 2005, concerning the sale by Seller and the purchase by Buyer of certain resins for use in Buyer’s manufacturing process.

The parties have agreed to modify the Agreement in certain respects, and the parties desire to set forth such agreement in writing.

NOW, THEREFORE, for good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.    As of the Effective Date, Section 2 of the Agreement is amended by adding the following sentence to the end of Section 2.2:

Notwithstanding the foregoing, Seller agrees to sell and deliver, and Buyer agrees to purchase and accept, during each Contract Year of the term hereof, for internal consumption and not for resale, one hundred percent (100%) of Products required by Buyer and Third Party Designees to fulfill commercial Insituform product installation work in [REDACTED] (each, a “Committed Location”).

2.    As of the Effective Date, Section 6 of the Agreement is amended by adding the following:

6.6 Freight to Committed Locations. Seller and Buyer agree that the freight costs for the shipment of Products required by Buyer and Third Party Designees to fulfill commercial Insituform product installation work at the Committed Locations shall be calculated as follows:

a. For the period from July 15, 2005 through July 14, 2006, the freight cost per pound of Product to a Committed Location shall equal (A) the then Current Freight Cost (as hereinafter defined) per pound of Product to such Committed Location using Traditional Routing (as hereinafter defined) less(B) twenty-five percent (25%) of the Freight Savings (as hereinafter defined).

b. For the period from July 15, 2006 through July 14, 2007, the freight cost per pound of Product to a Committed Location shall equal (A) the then Current Freight Cost per pound of Product to such Committed Location using Traditional Routing less(B) fifty percent (50%) of the Freight Savings.

c. For the period from July 15, 2007 through December 31, 2007, the freight cost per pound of Product to a Committed Location shall equal (A) the then Current Freight Cost per pound of Product to such Committed Location using Traditional Routing less(B) seventy-five percent (75%) of the Freight Savings.

d. If and in the event this Agreement remains in effect after December 31, 2007, for the period from January 1, 2008 through July 14, 2008, the freight cost per pound of Product to a Committed Location shall equal (A) the then Current Freight Cost per pound of Product to such Committed Location using Traditional Routing less(B) seventy-five percent (75%) of the Freight Savings. For periods beginning on or after July 15, 2008, the freight cost per pound of Product to a Committed Location shall equal the then Current Freight Cost per pound of Product from the Seller’s Collierville, Tennessee facility to a respective Committed Location (or from such other Seller facility that may be closer to the Committed Location, whichever is less).

For purposes of this Section 6.6, Freight Savings shall mean and be equal to (A) the then Current Freight Cost per pound of Product to a Committed Location from Seller’s facility using Traditional Routing less (B) the then Current Freight Cost per pound of Product to the same Committed Location from the Seller’s Collierville, Tennessee facility; provided, however, in the event the Freight Savings calculated in accordance with this sentence is an amount less than zero, the Freight Savings shall be zero.

Current Freight Cost shall mean the then current freight cost per pound of Product to ship the purchased Product from the Seller’s designated facility using Traditional Routing or from Seller’s Collierville, Tennessee facility, as the case may be, to the Committed Location, such freight cost as determined by the most recent quarterly price quote received from Seller’s then current carrier, said quote being updated each quarter.

Traditional Routing shall be defined as follows:

a. For [REDACTED] the traditional route is from (1) Seller’s Lakeland, Florida facility to (2) the respective Committed Location.

b. For [REDACTED] the traditional route is from (1) Seller’s Collierville, Tennessee facility to (2) Seller’s chill and fill subcontractor in Saint Louis, Missouri to (3) [REDACTED].

3. [REDACTED].

4. Except as modified and amended hereby, the Agreement shall remain in full force and effect.

5. This First Amendment may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE

TO

FIRST AMENDMENT TO RESIN PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized representatives as of the day and year first above written.

INSITUFORM TECHNOLOGIES, INC.

By:    /s/ David F. Morris                                                

Title:      Vice President                                                   

Name:    David F. Morris                                                

AOC, LLC

By:   /s/ John A. Roesle                                                  

Title:     Vice President                                                    

Name:   John A. Roesle