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): May 28, 1999
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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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Paltem System
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On May 28, 1999, the Registrant confirmed the terms of a
modification to its license from Ashimori Industry Co. Ltd.
("Ashimori"), under which the Registrant holds the exclusive rights
to certain Ashimori products in substantially all of North America,
and non-exclusive rights in specified other territories. Under the
modified arrangements: (i) the Registrant's minimum royalty
obligation has been reduced; (ii) the Registrant continues its
rights with respect to the Paltem-HL system, a process for
rehabilitating pressure pipes; and (iii) certain other Ashimori
products, which are in various stages of development, will no
longer be covered by the license, except that the Registrant
maintains its rights to the Paltem-Frepp system, a process for
restoration of pipes by reforming a partially folded Frepp-pipe
after it is pulled into the damaged pipe.
Acquisition of Dutch Insituform Licensee
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On June 1, 1999, the Registrant completed its acquisition of
all of the shares (the "Shares") of Riooltechnieken Nederland B.V.,
its exclusive licensee of the Insituform(R) Process in the
Netherlands, from BFI Holdings B.V. The purchase price of the
Shares was NGL 25 million (approximately U.S. $11.8 million), which
was paid at closing. Reference is hereby made to the Registrant's
press release attached to this Current Report as Exhibit 99.1,
which is incorporated into this item.
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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/Anthony W. Hooper
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Anthony W. Hooper
President
Dated: as of May 28, 1999
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INDEX TO EXHIBITS
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Exhibit Description
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99.1 - Press Release of the Registrant issued
June 1, 1999
Exhibit 99.1
Insituform Technologies, Inc. Announces Acquisition
of Netherlands Licensee
Business Editors
CHESTERFIELD, Mo.--June 1, 1999--Insituform Technologies, Inc.
(NASDAQ National Market: INSUA) ("Insituform") today announced that
it has acquired its Insituform(R) Process licensee in the
Netherlands.
Anthony W. Hooper, Chairman, President and CEO of Insituform
stated that, "This acquisition is a further step in Insituform's
growth strategy. By acquiring the Netherlands licensee,
Riooltechnieken Nederland B.V., from BFI Holdings B.V., Insituform
will be able to create an integrated operation, with headquarters
in Paris, covering the UK, Ireland, the Netherlands, Belgium,
France, Spain and Portugal. This grouping will be able to compete
more effectively by implementing the same integration strategies
that Insituform has successfully employed in its North American
operations. Based on the Dutch company's current results, we expect
this acquisition to be accretive to earnings from the start."
The purchase price was NLG 25 million (approximately $11.8
million) with NLG 4.5 million (approximately $2.1 million) of that
sum attributable to the 10% stockholding owned by Riooltechnieken
in Insituform Linings PLC ("Linings"). Linings is a joint venture
between Insituform and four of its European licensees. Located in
Wellingborough, England, Linings manufactures the Insituform(R)
tubes used by Insituform and its licensees in Europe and Asia. With
this acquisition, Insituform now will own 61% of Insituform Linings
with a further small interest held indirectly through its joint
venture in Germany.
Insituform Technologies, Inc. is a worldwide provider of
proprietary trenchless technologies for the rehabilitation and
improvement of sewer, water, gas and industrial pipes. Insituform
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. 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 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.
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This press release contains forward-looking statements, which
are inherently subject to risks and uncertainties. Insituform's
future results could differ from those currently anticipated due to
a number of factors, including, without limitation, the competitive
environment for Insituform's products and services, the
geographical mix of Insituform's work, and other factors set forth
in reports and documents filed by Insituform with the Securities
and Exchange Commission from time to time.
CONTACT: Insituform Technologies, Inc.
Anthony W. Hooper, 636/530-8000
