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 2, 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 2.02. Results of Operations and Financial Condition.
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Insituform Technologies, Inc. (the "Company")
issued an earnings release on August 2, 2005, to announce
its financial results for the second quarter ended June
30, 2005. A copy of the August 2, 2005 earnings release is
furnished herewith as Exhibit 99.1. On August 3, 2005, the
Company held a conference call in connection with its
August 2, 2005 earnings release. A transcript of the
conference call is furnished herewith as Exhibit 99.2.
On August 8, 2005, the Company issued an earnings
release to announce a downward revision to its second
quarter 2005 financial results issued on August 2, 2005. A
copy of the August 8, 2005 earnings release is furnished
herewith as Exhibit 99.3. Certain of the financial
information announced in the August 2, 2005 press release,
which is affected by the adjustment announced in the
August 8, 2005 press release, will be updated in the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005.
The information in this Current Report on Form
8-K, including Exhibits 99.1, 99.2 and 99.3, is being
furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as
amended.
Item 7.01. Regulation FD Disclosure.
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The Company issued an earnings release on August
2, 2005, to announce its financial results for the second
quarter ended June 30, 2005. A copy of the August 2, 2005
earnings release is furnished herewith as Exhibit 99.1. On
August 3, 2005, the Company held a conference call in
connection with its August 2, 2005 earnings release. A
transcript of the conference call is furnished herewith as
Exhibit 99.2.
On August 8, 2005, the Company issued an earnings
release to announce a downward revision to its second
quarter 2005 financial results issued on August 2, 2005. A
copy of the August 8, 2005 earnings release is furnished
herewith as Exhibit 99.3. Certain of the financial
information announced in the August 2, 2005 press release,
which is affected by the adjustment announced in the
August 8, 2005 press release, will be updated in the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005.
The information in this Current Report on Form
8-K, including Exhibits 99.1, 99.2 and 99.3, is being
furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as
amended.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
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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: August 8, 2005
INDEX TO EXHIBITS
Exhibit Description
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99.1 Earnings Release of Insituform Technologies, Inc., dated
August 2, 2005.
99.2 Transcript of Insituform Technologies, Inc.'s August 3, 2005
conference call.
99.3 Revised Earnings Release of Insituform Technologies, Inc.,
dated August 8, 2005.