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): April 27, 2005
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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 (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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
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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.
On April 27, 2005, the Board of Directors of Insituform
Technologies, Inc. (the "Company") authorized and approved the
following actions with respect to the compensation of the Company's
directors in connection with their service on the Board during the
2005-2006 period: (1) the payment of a $92,000 cash retainer and an
award of 5,700 deferred stock units to Alfred L. Woods, the Chairman of
the Board; and (2) to each non-employee director of the Company, other
than Mr. Woods, (a) a $27,000 cash retainer payment, (b) an award of
3,200 deferred stock units and (c) an additional cash payment for his
or her service on Board committees in the amounts set forth below, as
applicable:
CHAIR MEMBER
BOARD COMMITTEE COMPENSATION COMPENSATION
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Audit Committee $19,000 $13,000
Compensation Committee $15,000 $ 9,000
Corporate Governance & Nominating Committee $15,000 $ 9,000
Strategic Planning Committee $15,000 $ 9,000
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/ David F. Morris
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David F. Morris
Vice President, General Counsel
and Secretary
Date: May 4, 2005
INDEX TO EXHIBITS
Exhibit Description
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10.1 Form of Director Deferred Stock Unit Agreement.