As filed with the Securities and Exchange Commission on June 12, 1995
File No. 33___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INSITUFORM EAST, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-0905854
(State of Incorporation) (I.R.S. Employer Identification Number)
3421 Pennsy Drive
Landover, Maryland 20785
(301) 386-4100 (tel)
(301) 386-2444 (fax)
(Address of Principal Executive Offices)
INSITUFORM EAST, INCORPORATED
1994 BOARD OF DIRECTORS STOCK OPTION PLAN
(Full Title of Plan)
Robert F. Hartman, Secretary
Insituform East, Incorporated
3421 Pennsy Drive
Landover, Maryland 20785
(301) 386-4100
(Name, Address and Telephone Number of Agent for Service)
Copies to:
John Paul Ketels, Esq.
Ira D. Hammerman, Esq.
Rogers & Wells
607 Fourteenth Street, N.W.
Washington, D.C. 20005
(202) 434-0700
<TABLE>
<CAPTION> CALCULATION OF REGISTRATION FEE
<C> <C> <C> <C> <C>
___________________________________________________________________________
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered(1) Share(2) Price(2) Fee
___________________________________________________________________________
Common Stock 525,000(3) $4.125(4) $2,165,625 $747
___________________________________________________________________________
<FN>
(1) Plus such additional number of shares as may be required
pursuant to the Insituform East, Incorporated 1994 Board of
Directors Stock Option Plan in the event of a stock
dividend, stock split, recapitalization or other similar
change in the common stock.
(2) Calculated in accordance with Rule 457 solely for purposes
of calculating the registration fee.
(3) Represents the maximum number of unallocated shares of
common stock reserved for issuance upon exercise of stock
options that have been previously granted and may be granted
in the future under the Insituform East, Incorporated 1994
Board of Directors Stock Option Plan.
(4) Represents the average high and low prices of the common
stock on NASDAQ on June 7, 1995.
</FN>
/TABLE
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains information which, in
accordance with Part II of Form S-8, registers 525,000 shares of
common stock (the "Common Stock") of Insituform East,
Incorporated (the "Registrant") which may be issued upon the
exercise of stock options that have been and may be granted under
the Registrant's 1994 Board of Directors Stock Option Plan (the
"Plan"). Pursuant to Rule 428 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), the Registrant
will deliver a prospectus meeting the requirements of Part I of
Form S-8, as amended, to all participants of the Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by
reference into this Registration Statement:
(a) The Annual Report on Form 10-K for the fiscal year
ended June 30, 1994, as filed with the Securities and Exchange
Commission (the "Commission") on September 23, 1994.
(b) The quarterly reports on Form 10-Q for the
quarters ended September 30, 1994, December 31, 1994 and March
31, 1995.
(c) The material in the section entitled "Description
of the Registrant's Securities to be Registered" contained in
Item 1 of the Registration Statement on Form 8-A.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the
date hereof and prior to the filing of a post-effective amendment
which indicates that the securities offered hereby have been sold
or which deregisters all securities covered hereby then remaining
unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof commencing on the respective dates on
which such documents are filed. Any statement contained in a
document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the provisions of the Delaware General
Corporation Law and the Registrant's By-laws, the directors,
officers, employees and agents of the Registrant are to be
1<PAGE>
indemnified to the fullest extent permitted under Delaware law
for any civil, criminal, administrative or investigative
proceeding by reason of such capacity, including claims under the
Securities Act.
Reference is made to Section 145 of the General
Corporation Law of the State of Delaware which provides for
indemnification of directors and officers in certain
circumstances.
The foregoing reference is necessarily subject to the
complete text of the Certificate of Incorporation and the statute
referred to above and is qualified in its entirety by reference
thereto.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
There are filed with the Registration Statement the
following exhibits:
4 Instrument Defining Rights of Common Stockholders.
5 Opinion of Rogers & Wells.
23.1 Consent of Independent Public Accountant.
23.2 Consent of Rogers & Wells (included in Exhibit 5).
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to the
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts
or events arising after the effective
date of the Registration Statement (or
the most recent post-effective amendment
thereof) which, individually or in the
aggregate, represent a fundamental
change in the information set forth in
the Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not
2<PAGE>
previously disclosed in the Registration
Statement or any material change to such
information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in this Registrant Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
3<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Insituform East, Incorporated certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Landover,
Maryland, on June 9, 1995.
INSITUFORM EAST, INCORPORATED
By: /s/George Wm. Erikson
George Wm. Erikson
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George Wm. Erikson, as his true
and lawful attorney-in-fact and agent, with full powers of
substitution and to act without the other, for him and in his name,
place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in fact and agent, or
his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Signature & Title Capacity Date
/s/George Wm. Erikson Director and June 9, 1995
George Wm. Erikson Principal Executive
Chairman Officer
/s/Robert W. Erikson Director and June 9, 1995
Robert W. Erikson Principal Executive
President Officer
/s/Calvin G. Franklin Director June 9, 1995
Calvin G. Franklin
/s/Paul C. Kincheloe, Jr. Director June 9, 1995
Paul C. Kincheleo, Jr.
/s/Jack Massar Director June 9, 1995
Jack Massar
/s/Thomas J. Schaefer Director June 9, 1995
Thomas J. Schaefer
4<PAGE>
/s/Webb C. Hayes, IV Director June 9, 1995
Webb C. Hayes, IV
/s/Raymond T. Verrey Principal Accounting June 9, 1995
Raymond T. Verrey Officer, Principal
Chief Financial Officer Financial Officer
Exhibit 4
INSTRUMENT DEFINING RIGHTS OF COMMON STOCKHOLDERS
RESTATED CERTIFICATE OF INCORPORATION OF
INSITUFORM EAST, INCORPORATED
FOURTH: Capital Stock.
B. Powers and Rights of the Common Stock and Class B
Stock.
1. Voting Rights and Powers. With respect to all
matters upon which Stockholders are entitled to vote or to which
Stockholders are entitled to give consent, the holders of the
outstanding shares of Common Stock and the holders of the
outstanding shares of Class B Stock shall vote together with
regard to class, and every holder of any outstanding shares of
Common Stock shall be entitled to cast thereon one (1) vote in
person or by proxy for each share of Common Stock standing in his
name, and every holder of any outstanding shares of Class B Stock
shall be entitled to cast thereon ten (10) votes in person or by
proxy for each share of Class B Stock standing in his name,
provided that at such time as shares of Class B Stock become
outstanding, holders of shares of Common Stock, voting separately
as a class with each holder of the outstanding shares of Common
Stock being entitled to one (1) vote in person or by proxy for
each share of Common Stock standing in his name, shall have the
right to elect that number of Directors so that not less than
twenty-five percent (25%) (calculated to the nearest whole
number, rounding a fractional number of five tenths (.5) to the
next higher whole number) of the total number of Directors of the
Corporation fixed from time to time by, or in the manner provided
for in, the By-laws of the Corporation, shall have been elected
by the holders of the outstanding shares of Common Stock. The
remaining Directors shall be elected by the majority vote of the
holders of the outstanding shares of Class B Stock voting
separately as a class, with each holder of the outstanding shares
of Class B Stock being entitled to one (1) vote in person or by
proxy for each share of Class B Stock standing in his name. With
respect to any proposed amendment to this Certificate of
Incorporation which would increase or decrease the number of
authorized shares of either Common Stock or Class B Stock,
increase or decrease the par value of the shares of Common Stock
or Class B Common Stock, or alter or change the powers,
preferences, relative voting power or special rights of the
shares of Common Stock or Class B Stock so as to affect them
adversely, the approval of a majority of the votes entitled to be
cast by the holders of the class affected by the proposed
amendment, voting separately as a class, shall be obtained in
addition to the approval of a majority of the votes entitled to
be cast by the holders of the outstanding shares of Common Stock
and Class B Stock voting together, without regard to class, as
hereinbefore provided.
Exhibits 5, 23.2
June 9, 1995
Insituform East, Incorporated
3421 Pennsy Drive
Landover, Maryland 20785
Re: Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for Insituform East, Incorporated,
a Delaware Corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of the
Company's Registration Statement on Form S-8 (the "Registration
Statement") for the purpose of registering shares of the
Company's common stock, par value $.04 per share (the "Shares"),
issuable pursuant to the Company's 1994 Board of Directors' Stock
Option Plan (the "Plan"). In so acting, we have examined and
relied upon the originals or copies, certified or otherwise
identified to our satisfaction, of such Company records,
documents, certificates and other instruments as in our judgment
are necessary or appropriate to enable us to render the opinions
expressed below.
Based upon the foregoing and such examination of law as we
have deemed necessary, we are of the opinion that the Shares, when
issued upon the exercise of the stock options granted in
accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable. We consent to the use of this
letter as an exhibit to the Registration Statement.
Very truly yours,
/s/Rogers & Wells
ROGERS & WELLS
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Insituform East, Incorporated on Form S-8 of our
report dated September 9, 1994, appearing in the Annual Report on
Form 10-K of Insituform East, Incorporated for the year ended
June 30, 1994.
/s/Deloitte & Touche
DELOITTE & TOUCHE LLP
Washington, D.C.
June 12, 1995
