SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 4, 1995
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INSITUFORM TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-10786 13-3032158
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1770 Kirby Parkway, Suite 300, Memphis, Tennessee 38138
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (901) 759-7473
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<PAGE>
Item 5. Other Events.
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On April 4, 1995 the Registrant notified Enviroq Corporation
("Enviroq") that the Registrant declined to grant its consent, as
requested by Enviroq under the various Insituform(registered
trademark) and NuPipe(registered trademark) license agreements with
Enviroq's affiliates, in connection with the transactions
contemplated by the agreement dated November 2, 1994 entered into
by Enviroq with Insituform Mid-America, Inc. ("IMA"). The
Insituform and NuPipe license agreements, respectively, contain
various provisions which require the consent of the licensor in
order to avoid termination in the event of change in control of the
licensee and/or assignment of the licenses.
The Registrant also announced that it has filed an action in
Tennessee Chancery Court pursuant to which it seeks a declaratory
judgment confirming its action. The Registrant has agreed with
Enviroq and IMA that no further action will be taken through April
30, 1995 in that lawsuit, or any other court action taken through
such date, pending attempts by the parties to resolve their
differences.
Reference is hereby made to the Registrant's press release
dated April 4, 1995 with respect to such matters, and the agreement
entered into with IMA and Enviroq, annexed to this Current Report
as Exhibits 99.1 and 99.2, respectively, the information contained
in which is hereby incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
---------------------------------
The exhibits filed as part of this Current Report on Form 8-K
are listed in the attached Index to Exhibits.
<PAGE>
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 thereunder duly authorized.
INSITUFORM TECHNOLOGIES, INC.
By s/Jean-Paul Richard
-----------------------------
Jean-Paul Richard
President and Chief
Executive Officer
Dated: April 6, 1995
<PAGE>
INDEX TO EXHIBITS
Exhibits Description
- - -------- -----------
99.1 Press Release dated April 4, 1995
of the Registrant.
99.2 Cooperation Agreement dated April 4,
1995 among Insituform Mid-America, Inc.,
Enviroq Corporation and the Registrant.
EXHIBIT 99.1
INSITUFORM TECHNOLOGIES, INC.
CONTACT: -or- ITI'S INVESTOR RELATIONS COUNSEL:
Insituform Technologies, Inc. The Equity Group Inc.
Jean-Paul Richard Linda Latman (212) 836-9609
President & CEO (901) 759-7473
FOR IMMEDIATE RELEASE
---------------------
INSITUFORM TECHNOLOGIES, INC. ANNOUNCES SUIT AGAINST
ENVIROQ CORPORATION AND INSITUFORM MID-AMERICA, INC.
AND COOPERATION AGREEMENT STAYING PROCEEDINGS
Memphis, TN -- April 4, 1995 -- Insituform Technologies, Inc.
("ITI") (NASDAQ National Market: INSUA) today announced that it has
declined to grant its consent, as requested by Enviroq Corporation
("Enviroq") (NASDAQ National Market: EROQ) under the various
Insituform(registered trademark) and NuPipe(registered trademark)
license agreements with Enviroq's affiliates, in connection with
the transactions contemplated by the agreement dated November 2,
1994 (the "Merger Agreement") entered into by Enviroq with
Insituform Mid-America, Inc. ("IMA") (NASDAQ National Market:
INSMA). The Insituform and NuPipe license agreements, respectively,
contain various provisions which require the consent of the
licensor in order to avoid termination in the event of change in
control of the licensee and/or assignment of the licenses.
ITI also announced that it has filed an action in Tennessee
Chancery Court pursuant to which it seeks a declaratory judgment
confirming its action. ITI has agreed with Enviroq and IMA that no
further action will be taken through April 30, 1995 in that
lawsuit, or any other court action taken through such date, pending
attempts by the parties to resolve their differences.
Insituform Technologies, Inc. provides state-of-the-art
techniques for the reconstruction of deteriorated pipelines
utilizing trenchless processes, and owns the worldwide rights to
the Insituform Process. By eliminating the need for disruptive
excavation, ITI believes the Insituform Process provides a cost-
effective solution to the problem of deteriorated pipe systems.
Insituform Technologies, Inc. also offers the NuPipe Process in the
United States and overseas and is engaged in the rehabilitation of
pipeline for the mining and oil and gas industry under the
UltraPipe(registered trademark) name.
#### #### #### ####
EXHIBIT 99.2
COOPERATION AGREEMENT
Agreement dated as of April 4, 1995 among Insituform
Technologies, Inc., for itself and on behalf of Insituform North
America Corp. and NuPipe, Inc. (collectively, "ITI"), Insituform
Mid-America, Inc. ("IMA"), and Enviroq Corporation, for itself and
on behalf of Insituform Southeast, Inc. and NuPipe Southeast, Inc.
(collectively, "Enviroq").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, IMA and Enviroq have entered into an agreement dated
November 2, 1994 (the "Merger Agreement") whereunder IMA has
proposed to acquire the pipeline rehabilitation business of
Enviroq; and
WHEREAS, ITI and Enviroq, through their respective wholly-
owned subsidiaries, are parties to various license agreements
(collectively, the "Licenses") relating to the
Insituform(registered trademark) process and the NuPipe(registered
trademark) process; and
WHEREAS, Enviroq has requested that ITI grant its consent (the
"Consent") under the Licenses in connection with the transactions
contemplated by the Merger Agreement; and
WHEREAS, by letters, each dated April 4, 1995, ITI has
declined to grant the Consent; and
WHEREAS, ITI has filed suit (the "Declaratory Action") in the
Chancery Court (the "Court") for the Thirtieth Judicial District of
Memphis, Shelby County, Tennessee. (Insituform North America Corp.
and NuPipe, Inc. v. Insituform Southeast, Inc., et al., No. 105506-
2) seeking, among other things, a declaratory judgment confirming
ITI's actions under the Licenses; and
WHEREAS, the parties desire to continue discussions relating
to the Consent while preserving the respective rights of the
parties;
NOW, THEREFORE, in consideration of the following mutual
premises and covenants, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
(a) Press Releases. ITI agrees to issue the release
attached hereto as Exhibit A, and IMA and Enviroq agree to issue
the joint press release attached hereto as Exhibit B, in each case
promptly after the execution and delivery hereof by all parties.
(b) No Court Action. For the period from the date hereof
through and including April 30, 1995, each party hereto agrees not
to commence any proceeding, or take any action in any proceeding in
furtherance of the Declaratory Action or any other petition or
action against any party in any court, relating directly or
indirectly to the Consent or the denial thereof. All time periods
for filing responsive pleadings or motions with respect to the
complaint filed in the Declaratory Action (including motions to
dismiss on the basis of lack of jurisdiction, improper venue, or
failure to state a claim) shall be tolled during the term of this
Agreement. All time periods to file such responsive pleadings or
such motions shall commence as of the expiration date of this
Agreement.
(c) Interpretation. The parties acknowledge and agree
that neither this Agreement, nor any act or omission, of any party
contemplated hereby shall prejudice the rights of any party hereto
in any proceeding before the Court or otherwise.
(d) Waiver. IMA and Enviroq each acknowledge receipt of
the summons and complaint in the Declaratory Action and waive any
defense with respect to the manner of service thereof. Subject to
the preceding sentence, no failure or delay by any party in
exercising any right, power or privilege under this Agreement shall
operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise of any
right, power or privilege.
(e) Specific Performance. If any of the provisions of
this Agreement are not performed by any party in accordance with
their respective terms or are otherwise breached, each other party
hereby acknowledges that money damages would be an inadequate
remedy for such breach and the business and assets of the other
parties would be irreparably harmed. Accordingly, each party hereby
agrees that the other parties, respectively, shall be entitled to
specific performance and injunction or other equitable relief as a
remedy for any such breach. Such remedy shall not be deemed to be
the exclusive remedy for the breach of this Agreement, but shall be
in addition to all of the remedies available to each party, at law
or in equity.
(f) Governing Law. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of
Delaware, without giving effect to the principles of conflict of
laws thereof.
(g) Entire Agreement. This Agreement contains the
entire understanding among the parties with respect to the matters
contemplated by this Agreement and supersedes all prior written or
oral communications, negotiations, understandings or agreements of
any kind with respect to such matters; provided that this provision
shall not supersede any currently existing confidentiality
agreements among the parties.
(h) Amendments. No amendment or modification of this
Agreement shall be effective unless made or agreed to in writing by
the parties hereto.
(i) Parties in Interest. This Agreement shall be
binding upon the parties and their respective successors and
assigns and shall inure to the benefit of the parties and their
respective successors and assigns.
(j) Headings. Paragraph headings in the Agreement are
for convenience only and shall not be deemed to be part of this
Agreement.
(k) Counterparts. This Agreement may be executed in
counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.
[This space intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the date first above-written.
INSITUFORM TECHNOLOGIES, INC.
By s/Jean-Paul Richard
---------------------------------
Jean-Paul Richard
President and
Chief Executive Officer
INSITUFORM MID-AMERICA, INC.
By s/Jerome Kalishman
---------------------------------
Jerome Kalishman
Chairman
ENVIROQ CORPORATION
By s/James Baird
---------------------------------
James Baird
President
<PAGE>
EXHIBIT A
[Press Release of Insituform Technologies, Inc.]
CONTACT: -or- ITI'S INVESTOR RELATIONS COUNSEL:
Insituform Technologies, Inc. The Equity Group Inc.
Jean-Paul Richard Linda Latman (212) 836-9609
President & CEO (901) 759-7473
FOR IMMEDIATE RELEASE
---------------------
INSITUFORM TECHNOLOGIES, INC. ANNOUNCES SUIT AGAINST
ENVIROQ CORPORATION AND INSITUFORM MID-AMERICA, INC.
AND COOPERATION AGREEMENT STAYING PROCEEDINGS
Memphis, TN -- April 4, 1995 -- Insituform Technologies, Inc.
("ITI") (NASDAQ National Market: INSUA) today announced that it has
declined to grant its consent, as requested by Enviroq Corporation
("Enviroq") (NASDAQ National Market: EROQ) under the various
Insituform(registered trademark) and NuPipe(registered trademark)
license agreements with Enviroq's affiliates, in connection with
the transactions contemplated by the agreement dated November 2,
1994 (the "Merger Agreement") entered into by Enviroq with
Insituform Mid-America, Inc. ("IMA") (NASDAQ National Market:
INSMA). The Insituform and NuPipe license agreements, respectively,
contain various provisions which require the consent of the
licensor in order to avoid termination in the event of change in
control of the licensee and/or assignment of the licenses.
ITI also announced that it has filed an action in Tennessee
Chancery Court pursuant to which it seeks a declaratory judgment
confirming its action. ITI has agreed with Enviroq and IMA that no
further action will be taken through April 30, 1995 in that
lawsuit, or any other court action taken through such date, pending
attempts by the parties to resolve their differences.
Insituform Technologies, Inc. provides state-of-the-art
techniques for the reconstruction of deteriorated pipelines
utilizing trenchless processes, and owns the worldwide rights to
the Insituform Process. By eliminating the need for disruptive
excavation, ITI believes the Insituform Process provides a
cost-effective solution to the problem of deteriorated pipe
systems. Insituform Technologies, Inc. also offers the NuPipe
Process in the United States and overseas and is engaged in the
rehabilitation of pipeline for the mining and oil and gas industry
under the UltraPipe(registered trademark) name.
#### #### #### ####
EXHIBIT B
FOR IMMEDIATE RELEASE
- - ---------------------
INSITUFORM MID-AMERICA, INC. AND ENVIROQ CORPORATION
ANNOUNCES SUIT BY INSITUFORM TECHNOLOGIES, INC.
AND COOPERATION AGREEMENT STAYING PROCEEDINGS
ST. LOUIS, MO, April 4, 1995--Insituform Mid-America, Inc.
("IMA") (NASDAQ National Market: INSMA) and Enviroq Corporation
(NASDAQ National Market: EROQ) today announced that they had been
advised by Insituform Technologies, Inc. ("ITI") that ITI had
declined to grant its consent under the various Insituform and
NuPipe license agreements with Enviroq's affiliates, in connection
with the merger agreement dated November 2, 1994 entered into by
Enviroq with IMA. IMA and Enviroq further announced that ITI has
filed an action in Tennessee Chancery Court pursuant to which it
seeks a declaratory judgment confirming its action, and that IMA,
Enviroq and ITI have agreed that, through April 30, 1995, no
further action will be taken in that lawsuit, or any other court
action taken through such date, pending attempts by the parties to
resolve their differences.
IMA and Enviroq expect to close the merger transaction on or
before April 14, 1995.
FOR FURTHER INFORMATION CONTACT:
Jerome Kalishman, Chairman William Long
Insituform Mid-America, Inc. Enviroq Corporation
(314) 532-6137 (205) 251-2400
