S-8

As filed with the Securities and Exchange Commission on April 28, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

_____________________________________________

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

_____________________________________________

Aegion Corporation

(Exact name of registrant as specified in its charter)

Delaware	17988 Edison Avenue	45-3117900
(State or other jurisdiction of	Chesterfield, Missouri 63005	(I.R.S. Employer
incorporation or organization)	(636) 530-8000	Identification No.)
	(Address of Principal Executive Offices)

AEGION CORPORATION

2016 EMPLOYEE EQUITY INCENTIVE PLAN

(Full title of the plan)

DAVID F. MORRIS, ESQ.

Executive Vice President, General Counsel and Chief Administrative Officer

Aegion Corporation

17988 Edison Avenue

Chesterfield, Missouri 63005

(636) 530-8000

(Name, address and telephone number,

including area code, of agent for service)

Copy to:

KIMBERLY M. EILERTS, ESQ.

Thompson Coburn LLP

One US Bank Plaza

St. Louis, Missouri 63101

Telephone: (314) 552-6000

Facsimile: (314) 552-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or 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. (Check one):

Large accelerated filer ☒	Accelerated filer ☐
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 the Securities Act. ☐

CALCULATION OF REGISTRATION FEE
Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Aegion Corporation Class A Common Stock, $0.01 par value	1,000,000	$22.565	$22,565,000.00	$2,615.28

⁽¹⁾ Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also covers such additional shares of Class A common stock, $0.01 par value per share (the “Common Stock”), of Aegion Corporation, a Delaware corporation (the “Registrant”), as may become issuable pursuant to the anti-dilution provisions of the employee benefit plan. In accordance with Rule 457(h)(2) under the Securities Act, no separate fee calculation is required for such interests.

⁽²⁾ Estimated solely for the purposes of computing the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act, based upon the average of the high and low sale prices of the Common Stock as reported on the Nasdaq Global Select Market on April 21, 2017.

EXPLANATORY NOTE

This Registration Statement is being filed by the Registrant to register one million (1,000,000) additional shares (the “Additional Shares”) of the Registrant’s Common Stock issuable under the Aegion Corporation 2016 Employee Equity Incentive Plan, as amended from time to time (the “Plan”). The Additional Shares are in addition to the Common Stock previously registered for issuance on the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2016 (File No. 333-211130) (the “Prior Registration Statement”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to such instruction, the contents of the Prior Registration Statement are incorporated by reference and made part of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed by the Registrant with the SEC are incorporated herein by reference:

(i) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, filed March 1, 2017;

(ii) The Registrant’s Current Reports on Form 8-K (specifically excluding the information furnished under Items 2.02 and 7.01 and any exhibits furnished thereto), filed January 9, 2017, March 6, 2017 and April 27, 2017; and

(iii) The description of the Registrant’s Class A Common Stock set forth in the Registrant’s Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be made a part hereof from the date of filing of such documents. Any statements contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in a subsequently filed document incorporated herein by reference modifies or supersedes such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

See Exhibit Index.

- 1 - 

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterfield, State of Missouri, on April 28, 2017.

AEGION CORPORATION
By	/s/ Charles R. Gordon
	Charles R. Gordon
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of the Registrant do hereby constitute and appoint Charles R. Gordon and David F. Morris, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments that said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act and any rules or regulations or requirements of the SEC in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Signature	Title	Date
/s/ Charles R. Gordon	President, Chief Executive Officer	April 28, 2017
Charles R. Gordon	and Director
	(Principal Executive Officer)
/s/ David A. Martin	Executive Vice President and	April 28, 2017
David A. Martin	Chief Financial Officer
	(Principal Financial Officer)
/s/ Alfred L. Woods	Chairman of the Board	April 28, 2017
Alfred L. Woods
/s/ Stephen P. Cortinovis	Director	April 28, 2017
Stephen P. Cortinovis
/s/ Stephanie A. Cuskley	Director	April 28, 2017
Stephanie A. Cuskley
/s/ Rhonda Germany Ballintyn	Director	April 28, 2017
Rhonda Germany Ballintyn
/s/ Juanita H. Hinshaw	Director	April 28, 2017
Juanita H. Hinshaw
/s/ M. Richard Smith	Director	April 28, 2017
M. Richard Smith
/s/ Phillip D. Wright	Director	April 28, 2017
Phillip D. Wright
/s/ Walter J. Galvin	Director	April 28, 2017
Walter J. Galvin

EXHIBIT INDEX

Exhibit No.
4.1	Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K12B filed on October 26, 2011), and Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K12B filed on October 26, 2011).
4.2	Certificate of Correction of the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the annual report on Form 10-K for the year ended December 31, 2013).
4.3	Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed August 4, 2015).
4.4	Aegion Corporation 2016 Employee Equity Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A (File No. 001-35328), filed by the Registrant on March 11, 2016).
4.5	First Amendment to the Aegion Corporation 2016 Employee Equity Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A (File No. 001-35328), filed by the Registrant on March 17, 2017).
5.1*	Opinion of Thompson Coburn LLP as to the legality of the securities being registered.
23.1*	Consent of PricewaterhouseCoopers LLP.
23.2*	Consent of Thompson Coburn LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (set forth on signature page hereto).

* Filed herewith.

EX-5.1

EXHIBIT 5.1

[Letterhead of Thompson Coburn LLP]

April 28, 2017

Aegion Corporation

17988 Edison Avenue

Chesterfield, Missouri 63005

Re: Registration Statement on Form S-8 for an additional one million (1,000,000) shares of Aegion Corporation Class A common stock, $0.01 par value, for issuance under the Aegion Corporation 2016 Employee Equity Incentive Plan.

Ladies and Gentlemen:

With reference to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Aegion Corporation, a Delaware corporation (the “Company”), on April 28, 2017, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to the proposed issuance by the Company of up to an additional one million (1,000,000) shares (the “Additional Shares”) of Aegion Corporation Class A common stock, $0.01 par value, pursuant to the Aegion Corporation 2016 Employee Equity Incentive Plan, as amended from time to time (the “Plan”), we have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company’s Certificate of Incorporation, its Amended and Restated By-Laws and statements we have received from officers and representatives of the Company. In delivering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, the authenticity of originals of all such latter documents, and the correctness of statements submitted to us by officers and representatives of the Company.

Based solely on the foregoing, we are of the opinion that the Additional Shares to be issued by the Company pursuant to the Plan have been duly authorized and, when issued by the Company in accordance with the Plan, will be legally issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement as Exhibit 5.1.

Very truly yours,

/s/ Thompson Coburn LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 1, 2017, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Aegion Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016.

/s/ PricewaterhouseCoopers LLP               

PricewaterhouseCoopers LLP

St. Louis, Missouri

April 28, 2017