As filed with the Securities and Exchange Commission on May 19, 2021
Registration No. 333-159971
Registration No. 333-154711
Registration No. 333-173779
Registration No. 333-66714
Registration No. 333-66712
Registration No. 333-134251
Registration No. 333-134252
Registration No. 333-190315
Registration No. 333-211130
Registration No. 333-211131
Registration No. 333-217531
Registration No. 333-217532
Registration No. 333-224650
Registration No. 333-231198
Registration No. 033-82488
Registration No. 033-63953
Registration No. 333-64688
Registration No. 333-64690
Registration No. 333-134244
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-159971)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-154711)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-173779)
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-66714)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-66712)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-134251)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-134252)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-190315)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-211130)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-211131)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-217531)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-217532)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-224650)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-231198)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 033-82488)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 033-63953)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-64688)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-64690)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-134244)
UNDER
THE SECURITIES ACT OF 1933
Aegion Corporation
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of |
45-3117900 (I.R.S. employer identification no.) |
17988 Edison Avenue
Chesterfield, MO 63005
(Address of principal executive offices)
INSITUFORM TECHNOLOGIES, INC. 1992 EMPLOYEE STOCK OPTION PLAN
INSITUFORM TECHNOLOGIES, INC. 1992 DIRECTOR STOCK OPTION PLAN
INSITUFORM MID-AMERICA, INC. STOCK OPTION PLAN
INSITUFORM TECHNOLOGIES, INC. 2001 EMPLOYEE EQUITY INCENTIVE PLAN
INSITUFORM TECHNOLOGIES, INC. 2001 NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
INSITUFORM TECHNOLOGIES, INC. 2006 NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
INSITUFORM TECHNOLOGIES, INC. 2006 EMPLOYEE EQUITY INCENTIVE PLAN
INSITUFORM TECHNOLOGIES, INC. STOCK PURCHASE PROGRAM
INSITUFORM TECHNOLOGIES, INC. 2009 EMPLOYEE EQUITY INCENTIVE PLAN
INSITUFORM TECHNOLOGIES, INC. 2011 NON-EMPLOYEE DIRECTOR EQUITY PLAN
EMPLOYMENT INDUCEMENT AWARD
AEGION CORPORATION 2013 EMPLOYEE EQUITY INCENTIVE PLAN
AEGION CORPORATION 2016 EMPLOYEE EQUITY INCENTIVE PLAN
AEGION CORPORATION 2016 NON-EMPLOYEE DIRECTOR EQUITY PLAN
AMENDED AND RESTATED AEGION CORPORATION 2016 NON-EMPLOYEE DIRECTOR EQUITY PLAN
AEGION CORPORATION EMPLOYEE STOCK PURCHASE PLAN
____________________
David F. Morris
Executive Vice President & Chief Financial Officer
Aegion Corporation
17988 Edison Avenue
Chesterfield, Missouri 63005
Telephone: (636) 530-8000
(Name, address and telephone number, including area code, of agent for service)
____________________
Copies to:
Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-4000
____________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer x | ||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
EXPLANATORY NOTE
DEREGISTRATION OF SHARES
These Post-Effective Amendments (the “Post-Effective Amendments”) filed by Aegion Corporation, a Delaware corporation (the “Company”), deregister all shares of the Registrant’s Class A common stock, $0.01 par value per share (the “Shares”) remaining unissued and all other obligations and interests, originally registered under the following Registration Statements on Form S-8 (each a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”).
| · | Registration Statement on Form S-8 (No. 333-159971) pertaining to the registration of 2,500,000 Shares under the Registrant’s Insituform Technologies, Inc. 2009 Employee Equity Incentive Plan, which was filed on June 15, 2009. |
| · | Registration Statement on Form S-8 (No. 333-154711) pertaining to the registration of 274,273 Shares under the Registrant’s Employment Inducement Award, which was filed on October 23, 2008. |
| · | Registration Statement on Form S-8 (No. 333-173779) pertaining to the registration of 250,000 Shares under the Registrant’s Insituform Technologies, Inc. 2011 Non-Employee Director Equity Plan, which was filed on April 28, 2011. |
| · | Registration Statement on Form S-8 (No. 333-66714) pertaining to the registration of 2,000,000 Shares under the Registrant’s Insituform Technologies, Inc. 2001 Employee Equity Incentive Plan, which was filed on October 27, 2011. |
| · | Registration Statement on Form S-8 (No. 333-66712) pertaining to the registration of 200,000 Shares under the Registrant’s Insituform Technologies, Inc. 2001 Non-Employee Director Equity Incentive Plan, which was filed on August 3, 2001. |
| · | Registration Statement on Form S-8 (No. 333-134251) pertaining to the registration of 200,000 Shares under the Registrant’s Insituform Technologies, Inc. 2006 Non-Employee Director Equity Incentive Plan, which was filed on May 18, 2006. |
| · | Registration Statement on Form S-8 (No. 333-134252) pertaining to the registration of 2,000,000 Shares under the Registrant’s Insituform Technologies, Inc. 2006 Employee Equity Incentive Plan, which was filed on May 18, 2006. |
| · | Registration Statement on Form S-8 (No. 333-190315) pertaining to the registration of 2,895,000 Shares under the Registrant’s Aegion Corporation 2013 Employee Equity Incentive Plan, which was filed on August 1, 2013. |
| · | Registration Statement on Form S-8 (No. 333-211130) pertaining to the registration of 1,132,739 Shares under the Registrant’s Aegion Corporation 2016 Employee Equity Incentive Plan, which was filed on May 4, 2016. |
| · | Registration Statement on Form S-8 (No. 333-211131) pertaining to the registration of 166,456 Shares under the Registrant’s Aegion Corporation 2016 Non-Employee Director Equity Plan, which was filed on May 4, 2016. |
| · | Registration Statement on Form S-8 (No. 333-217531) pertaining to the registration of 1,000,000 Shares under the Registrant’s Aegion Corporation 2016 Employee Equity Incentive Plan, which was filed on April 28, 2017. |
| · | Registration Statement on Form S-8 (No. 333-217532) pertaining to the registration of 600,000 Shares under the Registrant’s Aegion Corporation Employee Stock Purchase Plan, which was filed on April 28, 2017. |
| · | Registration Statement on Form S-8 (No. 333-224650) pertaining to the registration of 1,700,000 Shares under the Registrant’s Aegion Corporation 2016 Employee Equity Incentive Plan, which was filed on May 3, 2018. |
| · | Registration Statement on Form S-8 (No. 333-231198) pertaining to the registration of 300,000 Shares under the Registrant’s Amended and Restated Aegion Corporation 2016 Non-Employee Director Equity Plan, which was filed on May 3, 2019. |
| · | Registration Statement on Form S-8 (No. 033-82488) pertaining to the registration of 1,000,000 Shares under the Registrant’s Insituform Technologies, Inc. 1992 Employee Stock Option Plan, which was filed on August 5, 1994. |
| · | Registration Statement on Form S-8 (No. 033-63953) pertaining to the registration of 449,236 Shares under the Registrant’s Insituform Mid-America, Inc. Stock Option Plan, which was filed on November 2, 1995. |
| · | Registration Statement on Form S-8 (No. 333-64688) pertaining to the registration of 1,850,000 Shares under the Registrant’s Insituform Technologies, Inc. 1992 Employee Stock Option Plan, which was filed on July 6, 2001. |
| · | Registration Statement on Form S-8 (No. 333-64690) pertaining to the registration of 1,000,000 Shares under the Registrant’s Insituform Technologies, Inc. 1992 Director Stock Option Plan, which was filed on July 6, 2001. |
| · | Registration Statement on Form S-8 (No. 333-134244) pertaining to the registration of 750,000 Shares under the Registrant’s Insituform Technologies, Inc. Stock Purchase Program, which was filed on May 18, 2006. |
On May 17, 2021, Carter Acquisition, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Carter Intermediate, Inc., a Delaware corporation (“Parent”), merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), pursuant to the previously announced Agreement and Plan of Merger, dated February 16, 2021 and amended on March 13, 2021 and April 13, 2021 (the “Merger Agreement”) among Parent, Merger Sub and the Company.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of post-effective amendments, any securities that had been registered remain unissued at the termination of the offerings, the Registrant hereby removes from registration the securities registered but unissued under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chesterfield, Missouri, on this 19th day of May, 2021.
| AEGION CORPORATION | ||
| By: | /s/ David F. Morris | |
| David F. Morris | ||
| Executive Vice President & Chief Financial Officer | ||
No other person is required to sign these Post-Effective Amendments to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.