Title
of each class of
securities
to be registered
|
Amount
to be
registered
|
Proposed
maximum
offering
price per
share
|
Proposed
maximum
aggregate
offering price
|
Amount
of
registration
fee(3)
|
Class
A Common Stock,
$0.01
par value (1)
|
2,500,000
|
$15.15(2)
|
$37,875,000(2)
|
$2,113.43
|
|
(1)
|
Includes
one attached Preferred Stock Purchase Right per
share.
|
|
(2)
|
Estimated
solely for the purposes of computing the Registration Fee pursuant to the
provisions of Rule 457(c) and (h) of the Securities Act, based upon the
average of the high and low sale prices of Class A common stock, $0.01 par
value, of the Registrant as reported on The Nasdaq Global Select Market on
June 4, 2009.
|
|
(3)
|
The
registration fee has been calculated pursuant to Section 6(b) of the
Securities Act as follows: $55.80 per million dollars of the
Proposed Maximum Aggregate Offering Price of the shares of stock
registered hereby.
|
(i)
|
The
Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2008;
|
(ii)
|
The
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2009;
|
(iii)
|
The
Company’s Current Reports on Form 8-K and Form 8-K/A filed on February 2,
2009, February 17, 2009, February 26, 2009, April 3, 2009, April 28, 2009
(Item 8.01 only), May 5, 2009 and May 28, 2009;
and
|
(iv)
|
The
description of the Company’s Class A common stock as set forth in the
Company’s Registration Statement filed pursuant to Section 12 of the
Exchange Act, including any amendments or reports filed for the purpose of
updating such description.
|
INSITUFORM TECHNOLOGIES,
INC.
|
|||
|
By:
|
/s/ J. Joseph Burgess | |
J. Joseph Burgess | |||
President and Chief Executive Officer | |||
Signature
|
Title
|
Date
|
/s/
J. Joseph Burgess
J.
Joseph Burgess
|
President
and Chief Executive
Officer
and Director
(Principal
Executive Officer)
|
June
15, 2009
|
/s/
David A. Martin
David
A. Martin
|
Senior
Vice President and Chief
Financial
Officer
(Principal
Financial
and
Accounting Officer)
|
June
15, 2009
|
Alfred L.
Woods
|
Chairman of
the Board
|
|
/s/
Stephen P. Cortinovis
Stephen
P. Cortinovis
|
Director
|
June
15, 2009
|
/s/
Stephanie A. Cuskley
Stephanie
A. Cuskley
|
Director
|
June
15, 2009
|
/s/
John P. Dubinsky
John
P. Dubinsky
|
Director
|
June
15, 2009
|
/s/
Juanita H. Hinshaw
Juanita
H. Hinshaw
|
Director
|
June
15,
2009
|
Exhibit No.
|
|
3.1
|
Restated
Certificate of Incorporation of the Company, as amended through April 27,
2005 (incorporated by reference to Exhibit 3.1 to the quarterly report on
Form 10-Q for the quarter ended March 31, 2007), and Certificate of
Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s
Annual Report on Form 10-K for the year ended December 31,
2001).
|
3.2
|
Amended
and Restated By-Laws of the Company, as amended through January 31, 2009
(incorporated by reference to Exhibit 3.1 to the current report on Form
8-K filed February 2, 2009).
|
4.1
|
Rights
Agreement dated as of February 26, 2002 between the Company and American
Stock Transfer & Trust Company (incorporated by reference to Exhibit 1
to the Registration Statement on Form 8-A filed March 8,
2002).
|
5.1*
|
Opinion
of Thompson Coburn LLP.
|
23.1*
|
Consent
of PricewaterhouseCoopers LLP.
|
23.2*
|
Consent
of Thompson Coburn LLP (included in Exhibit 5.1).
|
24.1*
|
Power
of Attorney (set forth on signature page hereto).
|