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): July 3, 1997
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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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Item 5. Other Events.
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On July 3, 1997, the Registrant announced that it had
reached an agreement in principle to settle a dispute over the
composition of the Registrant's Board of Directors. For further
information with respect thereto, reference is hereby made to the
Registrant's press release issued July 3, 1997, annexed to this
Current Report as Exhibit 99, the text of which is hereby
incorporated by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
The exhibit filed as part of this Current Report on Form
8-K is listed in the attached Index to Exhibits.
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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/Robert L. Kelley
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Robert L. Kelley
Vice President - General Counsel
Dated: July 17, 1997
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INDEX TO EXHIBITS
Exhibit Description
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99 - Press Release of the Registrant issued July 3, 1997
EXHIBIT 99
FOR IMMEDIATE RELEASE
INSITUFORM AND KALISHMAN GROUP ANNOUNCE AGREEMENT
REGARDING COMPOSITION OF COMPANY'S BOARD
Memphis, TN - July 3, 1997 - Insituform Technologies, Inc. [Nasdaq
NMS:INSUA] and Jerome Kalishman jointly announced today that they
have reached an agreement in principle to settle a dispute over the
composition of the Company's Board of Directors.
The terms of the agreement in principle between the Company and the
Kalishman group are as follows:
The size of Insituform's Board of Directors would be
reduced from 13 to 9.
The current staggered terms of directors would be
eliminated.
The parties have agreed that there will be no contested
election of directors prior to the 1999 annual meeting.
The Company's board will consist of seven current directors: Robert
W. Affholder, Paul A. Biddelman, Anthony Hooper, Jerome Kalishman,
Silas Spengler, Sheldon Weinig, Russell B. Wight, Jr.; plus two new
independent directors: Stephen Cortinovis and another independent
director to be named later.
Mr. Hooper, Chief Executive Officer of Insituform, and Mr.
Kalishman gave the following statement: "We are relieved that we
were able to resolve this matter without a costly and time-
consuming proxy fight. This compromise settlement between the
parties resolves the Company's corporate governance issues - the
strategies articulated by Mr. Hooper to improve profitability can
continue uninterrupted. We are committed to working together to
implement the Company's restructuring plan and improving
profitability."
The agreement in principle is subject to the signing of a
definitive agreement, the approval of the full Insituform Board and
approval by the Company's shareholders at the upcoming August 21
meeting.
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Insituform Technologies, Inc. is a worldwide provider of
proprietary trenchless technologies for the rehabilitation and
improvement of sewer, water, gas and industrial pipe. Insituform
owns the worldwide rights to the Insituform(R) and NuPipe(R)
processes and exercises the exclusive rights in substantially all
of North America to the PALTEM(R) system and certain other products
under a license from Ashimori Industry Co. Ltd. Insituform also
owns the worldwide rights to the Tite Liner(R) process used
primarily to protect or restore pipes affected by abrasion or
corrosion. Through its Affholder, Inc. subsidiary, Insituform is
engaged in trenchless tunneling used in the installation of new
underground services. By providing specialized rehabilitation
technologies which eliminate or minimize disruptive digging,
Insituform provides cost-effective solutions for problems caused by
deteriorated pipe systems.
