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| INSU > SEC Filings for INSU > Form 8-K on 17-Feb-2009 | All Recent SEC Filings |
17-Feb-2009
Entry into a Material Definitive Agreement, Other Events, Financial S
On February 10, 2009, Insituform Technologies, Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement"), by and between the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Representative"), as representative of the several underwriters named therein (collectively, the "Underwriters"), for the sale of 9,000,000 shares of Class A common stock, par value $0.01 per share (the "Initial Securities") of the Company at $13.00 per share, less an underwriting discount equal to $0.65 per share. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,350,000 shares of Common Stock at the public offering price of $13.00 per share, less an underwriting discount equal to $0.65 per share, to cover overallotments, if any (the "Option Securities" and together with the Initial Securities, the "Common Stock"). On February 12, 2009, the Underwriters exercised the overallotment option.
The offering of Common Stock was made under the Company's shelf registration statement on Form S-3 (No. 333-154716). The Common Stock was delivered to the Underwriters on February 17, 2009. The Company received net proceeds from the offering of approximately $127.82 million.
The Purchase Agreement contains customary representations and warranties and covenants by the Company, conditions to closing and indemnification provisions. This summary of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement filed herewith as Exhibit 10.1 and incorporated into this Item 1.01 by reference.
On February 17, 2009, the Company issued a press release announcing the closing of the public offering including overallotment shares. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.
(d) Exhibits
10.1 Purchase Agreement, dated February 10, 2009, between Insituform Technologies, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the underwriters identified therein
99.1 Press release dated February 17, 2009
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