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): June 23, 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 June 23, 1997, the Registrant announced the
postponement of its annual meeting of stockholders from July 15 to
August 21, 1997. In addition, on June 16, 1997, the Registrant
announced that Anthony W. Hooper had been elected Chairman of the
Board of the Registrant, replacing Jerome Kalishman, and that
Douglas K. Chick had resigned from its Board of Directors. For
further information with respect thereto, reference is hereby made
to the Registrant's press releases issued June 16, 1997, June 16,
1997 and June 23, 1997, annexed to this current report as Exhibits
99.1, 99.2 and 99.3, respectively, the text of which is hereby
incorporated by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
The exhibits filed as part of this Current Report on Form
8-K are 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: June 27, 1997
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INDEX TO EXHIBITS
Exhibit Description
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99.1 - Press Release of the Registrant issued June 16,
1997
99.2 - Press Release of the Registrant issued June 16,
1997
99.3 - Press Release of the Registrant issued June 23,
1997
EXHIBIT 99.1
CONTACT: or ITI'S INVESTOR RELATIONS COUNSEL:
Insituform Technologies, Inc. The Equity Group Inc.
Anthony W. Hooper Linda Latman
President & CEO (212) 836-9609
(901) 759-7403
FOR IMMEDIATE RELEASE
Memphis, TN - June 16, 1997 - Insituform Technologies, Inc. ("ITI")
[Nasdaq National Market:INSUA] announced today that Anthony W.
Hooper has been elected Chairman of the Board of ITI, replacing
Jerome Kalishman. Mr. Hooper continues also to hold the position of
President and Chief Executive Officer, and is a director, of ITI.
Insituform Technologies, Inc. is a worldwide provider of
proprietary trenchless technologies for the rehabilitation and
improvement of sewer, water, gas and industrial pipe. The Company
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. The Company 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, the Company 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.
EXHIBIT 99.2
CONTACT: or ITI'S INVESTOR RELATIONS COUNSEL:
Insituform Technologies, Inc. The Equity Group Inc.
Anthony W. Hooper Linda Latman
President & CEO (212) 836-9609
(901) 759-7403
FOR IMMEDIATE RELEASE
Memphis, TN - June 16, 1997 - Insituform Technologies, Inc. ("ITI")
[Nasdaq National Market:INSUA] announced today the resignation of
Douglas K. Chick, a member of its Board of Directors, who expressed
his desire to reduce travel and work commitments. Mr. Chick stated
that, "I support the strategy the Company is pursuing, and I leave
with confidence in the Company's future."
Mr. Chick financed the initial development and commercialization of
the Insituform(R) process in the early 1970's, and has been a
significant promoter of the technology and improvements to the
process since the inception.
Tony Hooper, President and CEO, says, "Doug's selfless service and
unshakable will to succeed since the early days has enabled the
Company to become a leader in pipeline rehabilitation, and we
extend to Doug our best wishes."
Insituform Technologies, Inc. is a worldwide provider of
proprietary trenchless technologies for the rehabilitation and
improvement of sewer, water, gas and industrial pipe. The Company
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. The Company 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, the Company is
also 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.
EXHIBIT 99.3
CONTACTS: Abernathy/MacGregor
Judith Wilkinson/Dan Katcher
(212) 371-5999
FOR IMMEDIATE RELEASE
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INSITUFORM TECHNOLOGIES, INC. TO POSTPONE ANNUAL MEETING
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MEMPHIS, TN--June 23, 1997--Insituform Technologies, Inc.
(Nasdaq National Market: INSUA) announced today that it has
postponed its annual meeting, scheduled for July 15. The meeting
has been rescheduled for August 21, 1997. Shareholders of record
as of June 27, 1997 will be eligible to vote at the rescheduled
meeting.
Insituform believes this postponement is necessary for
several reasons. First, Insituform requires sufficient time to
identify a highly-qualified candidate for the board of directors
to replace Douglas Chick, a director since 1990, who announced
his retirement and resignation on June 16, 1997, and to make
appropriate disclosure to shareholders regarding the
qualifications of the new candidate. The delay will ensure that
Insituform's shareholders will have adequate time to evaluate
this and other issues before they cast their votes.
In addition, Insituform has become aware of a proxy contest
by two dissident directors, Jerome Kalishman and Robert W.
Affholder of St. Louis. The dissident directors are seeking to
replace three members of the board at this year's annual meeting.
The dissident proposal has created a major distraction for
Insituform's management at a time when the company is already
undergoing major restructuring in order to improve profitability.
As part of this restructuring, Insituform is continuing the
previously-announced consolidation of the headquarters,
engineering, research and contracting management functions now
located in Memphis and St. Louis. The Memphis headquarters and
engineering departments will complete their ongoing relocation to
new facilities in St. Louis in mid-July, with their counterparts
from the existing St. Louis headquarters joining them at the same
time.
The head office consolidation and relocation is taking place
simultaneously with a major restructuring of company operations,
including significant reductions in personnel and changes in its
field and staff organizations, its financial and management
reporting structure, and changes in other ways that Insituform
does business. The combination of a contested shareholder
meeting with these critical projects would have distracted
management at a time when Insituform needs to devote its
resources to managing the changes needed to ensure improvements
in profitability.
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.
