UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INSITUFORM TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-3032158
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(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.)
702 Spirit 40 Park Drive
Chesterfield, Missouri 63005
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
Securities to be registered pursuant to Section 12(b) of the Act: None
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 26, 2002, the board of directors of Insituform Technologies,
Inc. declared a dividend distribution of one preferred stock purchase right for
each outstanding share of common stock, $0.01 par value, of Insituform. The
dividend distribution is payable to the stockholders of record at the close of
business on March 13, 2002. Except as set forth below, each right, when
exercisable, entitles the registered holder to purchase one one-hundredth of a
share of a new series of voting preferred stock, designated as Series A Junior
Participating Preferred Stock, $0.10 par value, at a price of $116.00 per one
one-hundredth of a share, subject to adjustment. The description and terms of
the rights are set forth in a Rights Agreement dated February 26, 2002 between
Insituform and American Stock Transfer & Trust Company, as rights agent.
As of March 13, 2002, the rights will be attached to all common stock
certificates representing shares then outstanding and to be issued in the future
prior to the date that separate rights certificates are distributed. No separate
right certificates will be distributed until the earlier of the close of
business on the date which is ten days following the first to occur of:
o a public announcement that, without the prior written approval of the
board of directors of Insituform, a person or group of affiliated or
associated persons (other than Insituform, any of its subsidiaries, or
any of its employee benefit plans) has acquired, or obtained the right
to acquire, a number of shares of Insituform representing 20% of the
voting power entitled to vote for the election of directors; provided,
however, no rights certificates will be distributed if the person
becomes the beneficial owner of 20% or more of the voting power as a
result of:
o an acquisition of common stock directly from Insituform approved
by a majority of the board of directors;
o a repurchase of common stock by Insituform, unless the person
acquires additional shares of Insituform (other than by stock
dividend, stock split, recapitalization or similar transaction);
or
o inadvertency as determined by the board if the person divests the
excess shares promptly;
o the commencement or first public announcement of the intention of any
person (other than Insituform, any of its subsidiaries, or any of its
employee benefit plans) to make a tender offer or exchange offer for
20% or more of the voting power without the prior written approval of
the board of directors. This date may be extended by the board at any
time prior to the actual acquisition by a person of 20% or more of the
voting power.
Until the date that the rights are distributed, each new common stock
certificate issued will include a legend disclosing the existence of the rights
agreement and stating that the rights are represented by the common stock
certificate. During this time, the rights may only be transferred with the
common stock. As soon as practicable following the date that the rights are
distributed, separate certificates evidencing the rights will be mailed to
holders of record of the common stock and the rights will become separately
tradeable from the common stock.
The rights are not exercisable until the date that the separate rights
certificates are distributed. The rights will expire on March 12, 2012, unless
redeemed, exchanged or otherwise terminated earlier.
The purchase price, the number of shares of preferred stock covered by each
right and the number of rights outstanding are subject to adjustment to prevent
dilution in the event of a stock dividend, subdivision, combination or
reclassification of the preferred stock, upon the distribution of rights or
warrants to subscribe for shares of preferred stock at less than the then
current market price of the preferred stock, or upon the distribution of
evidences of indebtedness, cash or assets, excluding regular periodic cash
dividends.
In the event that any person acquires a sufficient number of shares of
common stock such that the person beneficially owns 20% or more of the voting
power, each holder of rights (other than the person who made
the acquisition) will have the right to receive upon exercise of the rights,
shares of common stock of Insituform having a then current market value of two
times the aggregate purchase price of the rights exercised. Likewise, in the
event that Insituform consolidates or merges with another entity, or Insituform
sells or otherwise transfers 50% or more of Insituform's consolidated assets or
earning power, holder of rights (other than the person consummating the
transaction with Insituform) shall have the right to receive upon the exercise
of the rights, shares of common stock of the surviving or purchasing company
having a then current market value of two times the aggregate purchase price of
the rights exercised.
At any time after a person acquires 20% of more of the voting power but
prior to such time as the person becomes the beneficial owner of 50% or more of
the outstanding shares of common stock, the board may decide to exchange all or
a portion of the rights for shares of common stock at an exchange rate of one
share of common stock for each right owned.
Any rights that are beneficially owned by the person acquiring 20% or more
of the voting power or any other person affiliated or associated with the person
will be null and void for purposes of the discount purchase rights described
above. Rights that are beneficially owned by a 20% or more beneficial owner or
its affiliates and associates will also be null and void in the case of an
exchange of rights for common stock.
No fractional shares of common stock or preferred stock will be issued upon
exercise or exchange of a right except fractions of preferred stock which are
integral multiples of one one-hundredth of a share. In lieu of fractional
shares, an adjustment in cash will be made based on the market price of the
stock on the last trading date prior to the date of exercise or exchange of the
right.
At any time prior to a person acquiring 20% or more of the voting power or
March 12, 2012, the board of directors may redeem all of the rights at a price
of $0.01 per right. In addition, after a person acquires 20% or more of the
voting power, the board of directors may redeem all of the rights:
o if the person beneficially owning 20% or more of the voting power
transfers a number of shares such that the person no longer beneficial
owns 20% or more of the voting power and no other Person then owns 20%
or more of the voting power;
o if the board decides to enter into a transaction with a person who at
the time does not beneficially own 20% or more of the voting power; or
o if there is a proxy or consent solicitation resulting in a change in
the majority of the board of directors in which a person who
participated in the solicitation stated at solicitation's commencement
the person's intention to take actions which would result in the
person acquiring 20% or more of the voting power.
The preferred stock underlying the rights is not redeemable and junior to
any other series of preferred stock Insituform may issue. Each share of
preferred stock has a preferential dividend in an amount equal to the greater of
$1.00 per share or 100 times any dividend for a share of common stock. In the
event of liquidation, the holders of preferred stock receive a preferred
liquidation payment equal to the greater of $100.00 per share or 100 times the
payment made per each share of common stock. Each one one-hundredth of a share
of preferred stock has one vote on all matters submitted to the stockholders and
votes together as one class with the common stock. In the event of any merger,
consolidation or other transaction in which shares of Insituform's common stock
are exchanged for stock of another person, cash or other property, each share of
preferred stock is entitled to receive 100 times the amount and type of
consideration received per share of common stock. Fractional shares of preferred
stock in integral multiples of one one-hundredth of a share will be issuable. In
lieu of fractional shares not in multiples of one one-hundredth of a share, cash
payment will be made based on the market price of the preferred stock on the
last trading date prior to the date of exercise of such rights.
Until a right is exercised, the holder will have no rights as a
stockholder.
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As of February 26, 2002, Insituform had a total of 60,000,000 shares of
common stock authorized, of which 26,503,585 shares were outstanding. Each
outstanding share of common stock on March 13, 2002 (other than shares held in
Insituform's treasury) will receive one right. As of February 26, 2002,
Insituform had a total of 2,000,000 shares of preferred stock authorized, of
which no shares were outstanding. Insituform has reserved for issuance 600,000
shares of Series A Junior Participating Preferred Stock.
The rights may have the effect of discouraging a change in control of
Insituform without the prior consent of the board of directors. If a person
attempts to gain control of Insituform without the prior approval of the board,
the rights will cause substantial dilution to that person then existing equity
interest in Insituform. The rights will not interfere with any merger,
consolidation or other business combination approved by the board.
A copy of the form of rights agreement is attached as Exhibit 1 and
incorporated herein by reference. In addition, the form of right certificate is
attached as Exhibit 2 and a form of letter and summary which will be sent to the
stockholders explaining the rights plan is attached as Exhibit 3. The
description of the rights above is qualified in its entirety by reference to
these attached documents.
ITEM 2. EXHIBITS
The following exhibits are included herewith:
Exhibit No. Description
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1 Form of Rights Agreement, dated as of February 26, 2002, between
Insituform Technologies, Inc. and American Stock Transfer & Trust
Company
2 Form of right certificate (included as Exhibit B to Exhibit 1
above)
3 Form of letter and summary (included as Exhibit C to Exhibit 1
above) to be sent to the stockholders of Insituform Technologies,
Inc. explaining the Rights Agreement
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Registration Statement
to be signed on its behalf by the under signed thereto duly authorized.
INSITUFORM TECHNOLOGIES, INC.
Date: March 8, 2002 By: /s/ Anthony W. Hooper
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Anthony W. Hooper
Title: President and Chief Executive Officer
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