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): February 2, 2000
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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 February 2, 2000, the Registrant acquired the rights to the
Insituform(R) Process and the NuPipe(R) Process for the States of
New York and New Jersey, through the purchase of: (i) all of the
shares of the capital stock of Insituform Metropolitan Inc., the
Registrant's licensee of the Insituform Process for the five
boroughs of New York City, and (ii) the operating assets of
Insituform Metropolitan, a joint venture comprised of Varlotta
Equipment Co. Inc. and George Burrows Inc., a subsidiary of Spearin
Preston & Burrows, Inc., and the Registrant's licensee of the
Insituform Process for the New York suburbs and all of New Jersey.
At closing, the licenses for the Insituform Process for upstate New
York, and for the NuPipe Process for New York and New Jersey, held
by affiliates of the sellers, were also surrendered to the
Registrant.
At closing, the Registrant paid to the sellers an aggregate of
$3.5 million and delivered $777,000 into escrow to secure the
sellers' indemnification obligations to the Registrant, in addition
to assuming operating liabilities of the acquired business. The
remainder of the purchase price (which the Registrant estimates
will aggregate, together with the foregoing closing and escrow
payments, $5.2 million), will be paid after adjustments for net
assets to be shown on a closing balance sheet of the acquired
business.
In connection with the sale, the sellers entered into non-
competition arrangements with the Registrant extending through the
later of three years after closing or the cessation of all
employment or consulting arrangements with the Registrant. The
Registrant entered into an employment agreement with George
Neumann, one of the sellers, extending for two years after closing,
with an option by the Registrant to extend the employment term (or
engage Mr. Neumann as a consultant) for one additional year.
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: February 15, 2000
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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
February 3, 2000
Exhibit 99.1
Insituform Technologies, Inc. Acquires Its New York
and New Jersey Licensees
Business Editors
CHESTERFIELD, Mo.--Feb.3, 2000--Insituform Technologies, Inc.
(NASDAQ National Market: INSUA) ("Insituform") announced today that
it had acquired the rights to the Insituform(R) Process and the
NuPipe(R) Process for the States of New York and New Jersey,
through the acquisition of Insituform Metropolitan Inc. and related
assets of its affiliates.
Since 1981, Insituform Metropolitan Inc. and its affiliates
Empire Insituform, Inc. and Insituform Metropolitan (a joint
venture of Varlotta Equipment Co. Inc. and George Burrows Inc., a
subsidiary of Spearin Preston & Burrows, Inc.) have held license
rights granted by the Company which entitled them to utilize the
Insituform Process (and, since 1990, the NuPipe Process) in
territories now aggregating all of the States of New York and New
Jersey. As a result of the transaction, the Company will pay
approximately $5.2 million in cash in exchange for all license
rights and the transfer of the operating assets of the sellers in
their pipe rehabilitation business.
Anthony W. Hooper, Chairman of the Board, President and Chief
Executive Officer of the Company, stated that, "We are pleased to
bring this transaction to completion. The addition of New York and
New Jersey increases the population base we serve in the United
States by about 15%. It adds a region with many large cities with
some of the oldest infrastructure in the country. We plan to
extend our operations and business development model to this new
territory."
Insituform Technologies, Inc. is a 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.
This press release contains forward-looking statements, which
are inherently subject to risks and uncertainties. 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.
Joseph A. White, Vice President and CFO, 636/530-8000
