DELAWARE
|
702
Spirit 40 Park Drive
|
13-3032158
|
(State
or other jurisdiction of
|
Chesterfield,
Missouri 63005
|
(I.R.S.
Employer
|
incorporation
or organization)
|
(636)
530-8000
|
Identification
No.)
|
(Address
of Principal Executive Offices)
|
Title
of each class of
securities
to be registered
|
Amount
to be
registered
|
Proposed
maximum offering price per share(2)
|
|
Proposed
maximum
aggregate
offering
price(2)
|
|
Amount
of
registration
fee
|
|||||||
Insituform
Technologies, Inc. Class A Common Stock, $0.01 par value (1)
|
750,000
|
$
|
28.34
|
$
|
21,255,000
|
$
|
2,274.29
|
(i)
|
The
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2005;
|
(ii)
|
The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2006;
|
(iii)
|
The
Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 10,
2006;
|
(iv)
|
The
Registrant’s Current Reports on Form 8-K filed on January
3, 2006, January 11, 2006, February 21, 2006, March
1, 2006, April 14, 2006, and May 1, 2006;
|
(v)
|
The
description of the Registrant’s Class A Common Stock set forth in the
Registrant’s Registration Statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934, including any amendments or
reports filed
for the purpose of updating such description; and
|
(vi)
|
The
description of the Preferred Share Purchase Rights attached to
each share
of the Registrant’s Class A common stock contained in the Registrant’s
Registration Statement on Form 8-A, filed on March 8, 2002, and
any
amendment or report filed for the purposes of updating such
description.
|
INSITUFORM TECHNOLOGIES, INC. | |
By /s/
Thomas S. Rooney, Jr.
Thomas
S. Rooney, Jr.
President
and Chief Executive Officer
|
Signature
/s/
Thomas S. Rooney, Jr.
|
Title
|
Date
|
Thomas
S. Rooney, Jr.
/s/
David A. Martin
|
President,
Chief Executive Officer and Director
(Principal
Executive Officer)
|
May
18, 2006
|
David
A. Martin
/s/
Alfred L. Woods
|
Vice
President and Controller
(Principal
Financial and Accounting Officer)
|
May
18, 2006
|
Alfred
L. Woods
/s/
Stephen P. Cortinovis
|
Director
|
May
18, 2006
|
Stephen
P. Cortinovis
/s/
Stephanie A. Cuskley
|
Director
|
May
18, 2006
|
Stephanie
A. Cuskley
/s/
John P. Dubinsky
|
Director
|
May
18, 2006
|
John
P. Dubinsky
/s/
Juanita H. Hinshaw
|
Director
|
May
18, 2006
|
Juanita
H. Hinshaw
/s/
Alfred T. McNeill
|
Director
|
May
18, 2006
|
Alfred
T. McNeill
/s/
Sheldon Weinig
|
Director
|
May
18, 2006
|
Sheldon
Weinig
|
Director
|
May
18, 2006
|
Exhibit
No.
|
|
4.1
|
Restated
Certificate of Incorporation of the Registrant, as amended through
April
27, 2005 (incorporated by reference to Appendix A to the Registrant’s
Proxy Statement on Schedule 14A (File No. 000-10786) filed by the
Registrant on March 24, 2005), and Certificate of Designation, Preferences
and Rights of Series A Junior Participating Preferred Stock (incorporated
by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2001), and incorporated herein by
reference.
|
4.2
|
Amended
and Restated By-Laws of the Registrant, as amended through October
25,
2005 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current
Report on Form 8-K filed by the Registrant on October 31, 2005),
and
incorporated herein by reference.
|
4.3
|
Rights
Agreement dated as of February 26, 2002 between Insituform Technologies,
Inc. and American Stock Transfer & Trust Company (incorporated by
reference to Exhibit 1 to the Registrant’s Registration Statement on Form
8-A filed by the Registrant on March 8, 2002), and incorporated herein
by
reference.
|
23.1*
|
Consent
of PricewaterhouseCoopers LLP.
|
24.1*
|
Power
of Attorney (set forth on signature page hereto).
|
99.1*
|
Insituform
Technologies, Inc. Stock Purchase
Program.
|