AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 2004
REGISTRATION NO. 333-66714
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INSITUFORM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3032158
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
702 SPIRIT 40 PARK DRIVE
CHESTERFIELD, MISSOURI 63005
(Address of principal executive offices) (Zip Code)
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INSITUFORM TECHNOLOGIES, INC.
2001 EMPLOYEE EQUITY INCENTIVE PLAN
CHRISTIAN G. FARMAN
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
INSITUFORM TECHNOLOGIES, INC.
702 SPIRIT 40 PARK DRIVE
CHESTERFIELD, MISSOURI 63005
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (636) 530-8000
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Copy to:
ROBERT M. LAROSE, ESQ.
THOMPSON COBURN LLP
ONE US BANK PLAZA
ST. LOUIS, MISSOURI 63101
(314) 552-6000
CALCULATION OF REGISTRATION FEE
========================= ================== ========================== ========================= =========================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of Registration
to be Registered Offering Price Per Aggregate Offering Fee
Registered Share(3) Price(3)
------------------------- ------------------ -------------------------- ------------------------- -------------------------
Class A common stock, 1,000,000 $17.75 $17,750,000 $2,248.93
$0.01 par value shares(1)(2)
========================= ================== ========================== ========================= =========================
(1) Includes one attached Preferred Stock Purchase Right per share.
(2) Represents 1,000,000 shares added to the Insituform Technologies, Inc.
2001 Employee Equity Incentive Plan, as amended. The amended plan was
approved at the Company's 2003 annual meeting of stockholders held on May
29, 2003.
(3) Estimated solely for purposes of computing the Registration Fee pursuant
to the provisions of Section 457(h), based upon the average of the high
and low sale prices of Class A common stock, $0.01 par value, of the
Registrant as reported on the Nasdaq National Market on August 26,
2004.
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This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 ("Registration Statement") incorporates by reference the contents and
information set forth in the Registration Statement on Form S-8 (File No.
333-66714) filed with the Securities and Exchange Commission on August 3, 2001,
pursuant to which the Registrant registered 1,000,000 shares of the Registrant's
common stock, $0.01 par value, under the Insituform Technologies, Inc. 2001
Employee Equity Incentive Plan ("Plan").
On May 29, 2003, the shareholders of the Registrant approved an
amendment to the Plan increasing the total number of shares available under the
Plan from 1,000,000 shares to 2,000,000 shares. This Post-Effective Amendment
registers the additional 1,000,000 shares available under the Plan as a result
of this amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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See the Exhibit Index attached hereto.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the County of St.
Louis County, State of Missouri, on August 27, 2004.
INSITUFORM TECHNOLOGIES, INC.
By /s/ Christian G. Farman
------------------------------------------
Christian G. Farman
Vice President and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Christian G. Farman the undersigned's true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 with respect to the 2001 Employee
Equity Incentive Plan, and to file the same, with exhibits and any and all other
documents filed with respect thereto, with the Securities and Exchange
Commission (or any other governmental or regulatory authority), granting unto
said attorney-in-fact and agent full power and authority to do and to perform
each and every act and thing requisite and necessary to be done in ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Thomas S. Rooney, Jr. President, Chief Executive Officer August 27, 2004
------------------------------------ and Director
Thomas S. Rooney, Jr.
Principal Executive Officer
/s/ Christian G. Farman Vice President and Chief Financial August 27, 2004
------------------------------------ Officer
Christian G. Farman
Principal Financial and Accounting
Officer
/s/ Robert W. Affholder Director August 27, 2004
-----------------------------------
Robert W. Affholder
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Paul A. Biddelman Director August 27, 2004
------------------------------------
Paul A. Biddelman
/s/ Stephen P. Cortinovis Director August 27, 2004
------------------------------------
Stephen P. Cortinovis
/s/ John P. Dubinsky Director August 27, 2004
------------------------------------
John P. Dubinsky
/s/ Juanita H. Hinshaw Director August 27, 2004
------------------------------------
Juanita H. Hinshaw
/s/ Thomas N. Kalishman Director August 27, 2004
------------------------------------
Thomas N. Kalishman
/s/ Sheldon Weinig Director August 27, 2004
------------------------------------
Sheldon Weinig
/s/ Alfred L. Woods Director August 27, 2004
------------------------------------
Alfred L. Woods
EXHIBIT INDEX
EXHIBIT NO.
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4.1 Restated Certificate of Incorporation, as amended, of the
Company (incorporated by reference to Exhibit 3.1 to the
quarterly report on Form 10-Q for the quarter ended June 30,
2000), and Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock (incorporated
by reference to Exhibit 3.1 to the annual report on Form 10-K
for the year ended December 31, 2001).
4.2 By-Laws, as amended, of the Company (incorporated herein by
reference to Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2003).
4.3 Rights Agreement dated as of February 26, 2002 between the
Company and American Stock Transfer & Trust Company
(incorporated by reference to Exhibit 1 to the Registration
Statement on Form 8-A dated March 8, 2002).
5.1 Opinion of Thompson Coburn LLP as to the legality of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP*
23.3 Consent of Thompson Coburn LLP (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on signature page hereto).
99.1 Amended and Restated 2001 Employee Equity Incentive Plan
(incorporated by reference to Appendix C to the definitive
proxy statement on Schedule 14A filed on April 16, 2003 in
connection with the 2003 annual meeting of stockholders).
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* A currently dated consent from Arthur Andersen LLP has been omitted in
reliance on Rule 437a under the Securities Act of 1933. Because Arthur Andersen
LLP has ceased operations and has not consented to the incorporation by
reference of its report for the year ended December 31, 2001, the ability of
purchasers of securities sold hereunder to seek potential recoveries from Arthur
Andersen LLP related to any claims that they may assert as a result of the audit
performed by Arthur Andersen LLP will be limited significantly.