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 20, 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 (636) 530-8000
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Item 5. Other Events.
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On July 20, 1999, the Registrant entered into a
settlement agreement (the "Agreement") with Insituform East Inc.
("East") and its affiliates, providing for dismissal of the pending
actions before the Delaware Chancery Court and the American
Arbitration Association involving the parties and their joint
venture doing business under the name Midsouth Partners
("Midsouth").
Under the Agreement: (i) the Registrant and its subsidiary
withdrew as partners in Midsouth; and (ii) the licenses from the
Registrant to Midsouth with respect to the Insituform(R) process
and the NuPipe(R) process were terminated. Pursuant to the
Agreement, East will pay to the Registrant an amount equal to the
book value of the interests of the Registrant and its subsidiary in
Midsouth, and will repay to the Registrant outstanding loans to
Midsouth in the amount of $400,000.
The Agreement expressly provides that the Registrant and its
affiliates and licensees may operate in Midsouth's former exclusive
territory (consisting of Tennessee and portions of Mississippi and
Kentucky) without any obligation to East or its affiliates. Under
the Agreement, a subsidiary of East retains a non-exclusive right
in Midsouth's former territory to utilize the cured-in place
process and technology in the condition and state as commercially
practiced under license on the date of settlement. The Agreement
further provides that such subsidiary: (i) retains no rights to use
the trademark "Insituform"; (ii) is not entitled to receive from
the Registrant any further improvements or modifications to the
cured-in-place process or technology, nor any technical or
marketing support; and (iii) may not use any of the rights granted
outside of such territory unless such use is inadvertent and de
minimis. Any breach of the foregoing limitations results in
immediate abrogation of the rights granted.
For further information with respect to the Agreement,
reference is hereby made to the Registrant's press release issued
July 21, 1999 attached to this Current Report as Exhibit 99.1,
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/Anthony W. Hooper
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Anthony W. Hooper
President
Dated: as of July 20, 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
July 21, 1999
Exhibit 99.1
Insituform Technologies, Inc. Announces Settlement Confirming its
Rights in Territory of Midsouth Partners
CHESTERFIELD, Mo.--(BUSINESS WIRE)--July 21, 1999--Insituform
Technologies, Inc. (NASDAQ National Market: INSUA) (the "Company)
announced today that it has withdrawn from Midsouth Partners, a
joint venture with Insituform East, Inc. ("East"), and that it now
has the unrestricted right to use its Insituform(R) and NuPipe(R)
processes in all of Tennessee and Mississippi and most of Kentucky.
The Company settled its dispute with East concerning Midsouth
Partners. The settlement yesterday followed a decision by a panel
of the American Arbitration Association on July 19, 1999,
confirming the validity of the Company's termination of the
partnership.
Under the terms of the agreement, East will purchase the
Company's 57.5% interest in the partnership at book value and
reimburse fully the loans the Company made to the partnership. The
Insituform(R) and NuPipe(R) licenses held by Midsouth have been
terminated, and the Company will now operate in the former Midsouth
territory using these proprietary processes for pipe
rehabilitation.
As part of the settlement, the Company granted Midsouth the
right, within its former licensed territory, to continue using the
cured-in-place pipe rehabilitation process that it practiced when
it was an Insituform(R) Process licensee. Since Midsouth is no
longer a licensee of the Company, it will not receive technical or
marketing support; it may neither use any of the Company's
trademarks nor have access to new or improved technology.
The settlement provides that all remaining actions before the
Delaware Chancery Court and the American Arbitration Association
will be dismissed.
Insituform Technologies, Inc. is a leading worldwide provider
of proprietary technologies and services for rehabilitating sewer,
water and other underground piping systems without digging and
disruption. More information about the Company can be found on its
Internet site at www.insituform.com.
CONTACT: Insituform Technologies, Inc.
Anthony W. Hooper, Chairman, President & CEO
(636) 530-8000
