As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL SPECIALTY PRODUCTS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 51-0376469
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization
818 WASHINGTON STREET
WILMINGTON, DELAWARE 19801
(302) 428-0847
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
THE CAPITAL ACCUMULATION PLAN
FOR EMPLOYEES OF GAFMC AND ISP
(Full Title of Plan)
RICHARD A. WEINBERG, ESQ.
C/O ISP MANAGEMENT COMPANY, INC.
1361 ALPS ROAD, WAYNE, NEW JERSEY 07470
(973) 628-3520
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
STEPHEN E. JACOBS, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE, NEW YORK, NEW YORK 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1)(2) Offering Price Per Aggregate Offering Registration Fee
Share(3) Price(3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 493,023 shares (3) $16.75 $8,258,135 $2,437
====================================================================================================================================
</TABLE>
(1) This registration statement also covers an indeterminate number of shares of
common stock of International Specialty Products Inc. which may be issuable by
reason of stock dividends, stock splits or similar transactions, in accordance
with Rule 416 under the Securities Act of 1933.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the plan described herein.
(3) Determined pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, based upon the average of the high and low sale prices of the shares as
reported by the New York Stock Exchange on July 29, 1998.
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NYFS01...:\01\47201\0035\0297\FRM7278M.43B
<PAGE>
EXPLANATORY NOTE
On July 15, 1998, International Specialty Products Inc. ("Old ISP") merged
(the "Merger") with and into ISP Holdings Inc., which was the surviving
corporation in the Merger and was renamed International Specialty Products Inc.
("New ISP" or the "Company"). Upon consummation of the Merger, New ISP assumed
Old ISP's obligations under the Capital Accumulation Plan for Employees of GAFMC
and ISP, as amended (the "Plan").
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
and the statement of availability of information required by Item 2 of Form S-8
and information relating to the Plan and other information required by Item 2 of
Form S-8 have previously been, or will be, sent or given to the plan
participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not required to be and are
not filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
1. Old ISP's Annual Report on Form 10-K, as amended, for the fiscal year
ended December 31, 1997;
2. Old ISP's Current Report on Form 8-K filed on April 1, 1998;
3. Old ISP's Quarterly Report on Form 10-Q for the quarter ended March
29, 1998;
4. New ISP's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
5. New ISP's Quarterly Report on Form 10-Q for the quarter ended March
29, 1998; and
6. The Annual Report on Form 11-K of the Plan for the year ended December
31, 1997.
All documents subsequently filed by the Company and the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Amended and Restated Certificate of Incorporation of the Company
authorizes 300,000,000 shares of Common Stock. The holders of Common Stock are
entitled to one vote for each share held by them on all matters submitted for
approval by the stockholders of the Company. The holders of Common Stock do not
have cumulative voting rights in the election of directors. The holders of
Common Stock are entitled to receive and to share equally in dividends as may be
declared from time to time by the Board of Directors out of funds legally
available therefor. In the event of liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to receive, after payment
of all its debts and liabilities and other payments to holders of any Preferred
Stock having priority rights, if any, all of the assets of the Company available
for distribution to the holders of Common Stock. The Common Stock has no
preemptive rights, conversion rights or other subscription rights.
The transfer agent and registrar for the Common Stock is The Bank of New
York.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Subsection (b)(7) of Section 102 of
the Delaware General Corporation Law (the "DGCL") enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit. Article SEVENTH of the Company's Amended and Restated Certificate of
Incorporation provides that directors and officers shall not be personally
liable to the corporation or its stockholders for monetary damages if a director
or officer acts in good faith and in a manner he reasonably believes to be in or
not opposed to the best interests of the Company and provides for
indemnification of the officers and directors of the Company to the full extent
permitted by applicable law.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding provided that such
director or officer acted in good faith in a manner reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, provided further that such director or
officer has no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that despite the adjudication of liability but in view of all
of the circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Section 145 further provides that (i) to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; and (ii) indemnification and advancement of expenses
provided for, by, or granted pursuant to, Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled. In
addition, Section 145 empowers the corporation to purchase
II-2
<PAGE>
and maintain insurance on behalf of any person who is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Post Effective
Amendment No. 1 on Form S-8 to Form S-4 of the Company (Registration
No. 333-53709)).
4.2 By-Laws of the Company (incorporated by reference to Exhibit 99.2 to
the Registration Statement on Form S-4 of the Company (Registration
No. 333-53709)).
4.3 The Capital Accumulation Plan for Employees of GAFMC and ISP,
including the First Amendment thereto (incorporated by reference to
Exhibit 4 to the Registration Statement on Form S-8 of Old ISP
(Registration No. 33-94020)).
4.4 Second and Third Amendments to The Capital Accumulation Plan for
Employees of GAFMC and ISP (incorporated by reference to Exhibits
99.1 and 99.2, respectively, to the Registration Statement on Form
S-8 of Old ISP (Registration No. 333-53833)).
* 23 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature pages)
- --------------------
* Filed herewith
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<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and
the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and each filing of the Plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any
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<PAGE>
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Wayne,
State of New Jersey, on July 31, 1998.
INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ Richard A. Weinberg
-------------------------------------------
Name: Richard A. Weinberg
Title: Executive Vice President and
General Counsel
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated. Each person
whose name appears below hereby constitutes James P. Rogers such person's true
and lawful attorney, with full power of substitution to sign for such person and
in such person's name and capacity indicated below, any and all amendments to
this Registration Statement, and to file the same with the Securities and
Exchange Commission, hereby ratifying and confirming such person's signature as
it may be signed by said attorney to any and all amendments.
Signature Title Date
- --------- ----- ----
/s/ Samuel J. Heyman Chairman, Chief Executive July 31, 1998
- -------------------------- Officer and Director
Samuel J. Heyman (Principal Executive Officer)
/s/ Peter R. Heinze President, Chief Operating July 31, 1998
- -------------------------- Officer and Director
Peter R. Heinze
/s/ Randall R. Lay Vice President and Chief July 31, 1998
- -------------------------- Financial Officer
Randall R. Lay (Principal Financial and
Accounting Officer)
/s/ Carl R. Eckardt Executive Vice President- July 31, 1998
- -------------------------- Corporate Development and
Carl R. Eckardt Director
Director July __, 1998
- --------------------------
Charles M. Diker
/s/ Harrison J. Goldin Director July 31, 1998
- --------------------------
Harrison J. Goldin
<PAGE>
/s/ Sanford Kaplan Director July 31, 1998
- --------------------------
Sanford Kaplan
Director July ___, 1998
- --------------------------
Burt C. Manning
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Wayne,
State of New Jersey, on July 31, 1998.
THE CAPITAL ACCUMULATION PLAN FOR EMPLOYEES OF GAFMC AND ISP
GAF Corporation (Plan Administrator)
By: /s/ Richard A. Weinberg
-------------------------------------
Name: Richard A. Weinberg
Title: Executive Vice President
and General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Post Effective
Amendment No. 1 on Form S-8 to Form S-4 of the Company (Registration
No. 333-53709)).
4.2 By-Laws of the Company (incorporated by reference to Exhibit 99.2 to
the Registration Statement on Form S-4 of the Company (Registration
No. 333-53709)).
4.3 The Capital Accumulation Plan for Employees of GAFMC and ISP,
including the First Amendment thereto (incorporated by reference to
Exhibit 4 to the Registration Statement on Form S-8 of Old ISP
(Registration No. 33-94020)).
4.4 Second and Third Amendments to The Capital Accumulation Plan for
Employees of GAFMC and ISP (incorporated by reference to Exhibits
99.1 and 99.2, respectively, to the Registration Statement on Form
S-8 of Old ISP (Registration No. 333-53833)).
* 23 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature pages)
- --------------------
* Filed herewith
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 23, 1998
included in International Specialty Products Inc.'s and ISP Holdings Inc.'s
filings on Form 10-K for the year ended December 31, 1997 and our report dated
June 11, 1998 included in the Capital Accumulation Plan for Employees of GAFMC
and ISP's Annual Report on Form 11-K for the year ended December 31, 1997.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
July 31, 1998
