UNITED STATES
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): August 30, 2004
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 jurisdiction of (Commission File Number) (IRS Employer 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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Insituform Technologies, Inc. (the "Company") entered into an employment
letter dated August 25, 2004 with Thomas W. Vaughn. Pursuant to the terms of the
employment letter, the Company hired Mr. Vaughn as its Senior Vice President and
Chief Operating Officer effective as of August 30, 2004. The employment letter
provides that Mr. Vaughn will receive an annual base salary, which is currently
$330,000, a signing bonus of $50,000, and an annual bonus. Mr. Vaughn's annual
bonus is calculated with reference to (a) a range of percentages of Mr. Vaughn's
annual base salary identified by the Company's Compensation Committee based upon
a center point objective of 50%, intended to provide an opportunity of up to
twice the center point and (b) annual goals, each identified by the Compensation
Committee. The 2004 annual bonus will be prorated for the portion of the year in
which Mr. Vaughn was employed by the Company. Mr. Vaughn's base salary and his
annual bonus are both subject to annual reviews by the Compensation Committee.
The Company will also provide Mr. Vaughn with a car allowance and medical and
life insurance benefits. Mr. Vaughn is eligible to participate in the Company's
Long-Term Incentive Plan. Pursuant to his letter agreement, Mr. Vaughn's 2004
Long-Term Incentive Plan grant has a nominal value of $346,000, the actual
components of which were pending Board of Directors approval, but in the past
have consisted of stock options, restricted stock and/or cash.
The employment letter provides that if Mr. Vaughn's employment is
terminated without "cause" during the first 24 months of employment, upon his
termination, he will be entitled to receive a severance payment equal to 12
months' base salary, car allowance and medical benefits, and reasonable
outplacement assistance.
The employment letter also provides that in connection with Mr. Vaughn's
relocation to the Company's headquarters facilities, certain expenses will be
reimbursed to Mr. Vaughn under the Company's relocation policy. Mr. Vaughn has
also entered into a non-competition and non-solicitation agreement with the
Company that expires one year and one month after his service to the Company has
ended.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c) Effective as of August 30, 2004, the Company's Board of Directors
appointed Thomas W. Vaughn, age 53, to the position of Senior Vice President and
Chief Operating Officer of the Company. Prior to joining the Company, Mr. Vaughn
was President and Chief Operating Officer of Williams Group International, Inc.
The description of the material terms of the employment letter between the
Company and Mr. Vaughn contained in Item 1.01 (Entry into a Material Definitive
Agreement) of this Form 8-K is incorporated by reference into this Item 5.02(c).
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
See the Index to Exhibits attached hereto.
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 hereunto duly authorized.
INSITUFORM TECHNOLOGIES, INC.
By: /s/ Christian G. Farman
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Christian G. Farman
Vice President and Chief Financial Officer
Date: September 3, 2004
INDEX TO EXHIBITS
These exhibits are numbered in accordance with the Exhibit Table of Item 601 of
Regulation S-K.
Exhibit Description
10.1 Employment Letter between Insituform Technologies, Inc. and
Thomas W. Vaughn (with Forms of Stock Option Award Agreement and
Restricted Stock Award Agreement attached).