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 6, 1998
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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)
702 Spirit 40 Park Drive, Chesterfield, Missouri 63005
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (314) 530-8000
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Item 5. Other Events.
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On July 6, 1998, the Registrant announced that its Board
of Directors had authorized the repurchase of up to 2,700,000
shares of the Company's class A common stock, $.01 par value, to be
made from time to time over the next five years in open market
transactions. For further information with respect thereto,
reference is hereby made to the Registrant's press release issued
July 6, 1998 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 7, 1998
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INDEX TO EXHIBITS
Exhibit Description
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99 Press Release of the Registrant issued July 6, 1998
INSITUFORM TECHNOLOGIES, INC. Tel: (314) 530-8000
702 Spirit 40 Park Drive Fax: (314) 519-8010
Chesterfield, MO 63005
Insituform Technologies, Inc. Announces Stock Repurchase Program
CHESTERFIELD, Mo.--(BUSINESS WIRE)--July 6, 1998--Insituform
Technologies, Inc. (NASDAQ National Market: INSUA) today announced
that its Board of Directors has authorized the repurchase of up to
2,700,000 shares of the Company's common stock, which constitutes
approximately 10% of the shares outstanding.
Such purchases would be made from time to time over the next
five years in open market transactions. The amount and timing of
purchases will be dependent upon a number of factors, including
the price and availability of the Company's shares, general market
conditions and competing alternate uses of funds, and may be
discontinued at any time. The repurchased shares will be held as
treasury stock.
Commenting, Anthony W. Hooper, Chairman of the Board,
President and Chief Executive Officer of the Company, stated, "In
our view, there are substantial opportunities ahead for expanding
our worldwide pipe rehabilitation business, both by investing
internally and through acquisitions. We also anticipate that the
cash flow generated by our business is likely to be in excess of
that needed to finance our capital expenditures and reasonable
acquisitions. The strength of our balance sheet and the
improvement in our earnings gives us the flexibility to reduce our
equity base without affecting our ability to support and service
our long-term debt."
"Under these circumstances we believe the Company should be
able to carry out its growth strategy and buy back stock. We
believe that share repurchases would benefit our shareholders by
helping to prevent dilution in earnings per share due to the
exercise of stock options and would also tend to offset some of
the dilution created by past mergers."
Insituform Technologies, Inc. is a worldwide provider of
proprietary trenchless technologies for the rehabilitation and
improvement of sewer, water, gas and industrial pipes. The Company
owns the 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, the
Company provides cost-effective solutions for problems caused by
deteriorated pipe systems.<PAGE>
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This press release contains forward-looking statements, which
are inherently subject to risks and uncertainties. The Company's
future results could differ materially from those anticipated
currently due to a number of factors, including, without
limitation, the competitive environment for the Company's products
and services, the geographical distribution and mix of the
Company's work, and other factors set forth in reports and
documents filed by the Company with the Securities and Exchange
Commission from time to time.
CONTACT: Insituform Technologies, Inc.
Anthony W. Hooper, Chairman and CEO
(314) 530-8000
