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): December 30, 2004
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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 of (Commission File Number) (IRS Employer Identification
incorporation) 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 2.06 Material Impairments.
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On December 30, 2004, the Board of Directors of Insituform Italia Srl
("Insituform Italia"), an Italian company in which the Registrant has a 50%
ownership interest, voted to convene a meeting of the quotaholders
(stockholders) of Insituform Italia for the purpose of approving a liquidation
or a recapitalization of the company. The Registrant intends to vote for
Insituform Italia's liquidation at the quotaholders (stockholders) meeting based
upon its belief that the company is no longer financially viable.
Insituform Italia, which the Registrant accounts for under the equity
method, has incurred losses since inception (2000). As reported in the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,
2004, the Registrant had previously written off the entire carrying value of its
equity investment in Insituform Italia. Accordingly, the liquidation of
Insituform Italia will not result in an additional impairment of the
Registrant's equity investment in Insituform Italia.
As of November 30, 2004, Insituform Italia owed approximately EUR
375,000 (approximately US $499,000) to Insituform Linings Public Limited Company
("Insituform Linings"), a company incorporated in England and Wales in which the
Registrant has a 75% ownership interest, and approximately EUR 710,000
(approximately US $944,000) to Insituform Rohrsanierungstechnik GmbH ("IRG"), a
German company in which the Registrant has a 50% ownership interest. The
Registrant does not believe that either Insituform Linings or IRG will receive
any payment on these amounts in connection with the liquidation of Insituform
Italia. Consequently, the Registrant's investment in IRG will be reduced by
approximately EUR 213,000 (approximately US $283,000) and the Registrant will
take an after-tax charge in Insituform Linings of approximately EUR 183,000
(approximately US $243,000). The Registrant also anticipates that it will incur
approximately US $150,000 in other expenses, including legal fees, in connection
with the liquidation of Insituform Italia.
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: December 30, 2004