As filed with the Securities and Exchange Commission on August 27, 1998
Registration No. 333-_________
================================================================================
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 PETER R. HEINZE PLAN
(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>
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share(2) Price(2)
====================================================================================================================================
Common Stock, par value $.01 per share 50,000 shares $16.44 $822,000 $242.00
====================================================================================================================================
</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) 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 August 25, 1998.
================================================================================
NYFS01...:\01\47201\0035\2011\FRM8048T.240
<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 Peter R. Heinze Plan (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 participant
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;
6. New ISP's Current Report on Form 8-K filed on August 5, 1998; and
7. New ISP's Quarterly Report on Form 10-Q for the quarter ended June
28, 1998.
All documents subsequently filed by the Company 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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<PAGE>
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 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 Peter R. Heinze Plan
* 23 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature pages)
- --------------------
* Filed herewith
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-3
<PAGE>
(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 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-4
<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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Wayne, State of New Jersey, on August 27,
1998.
INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ James P. Rogers
--------------------------------------------
Name: James P. Rogers
Title: Executive Vice President--Finance
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
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 August 27, 1998
Samuel J. Heyman Officer and Director
(Principal Executive Officer)
/s/ Peter R. Heinze
- ---------------------- President, Chief Operating August 27, 1998
Peter R. Heinze Officer and Director
/s/ Randall R. Lay
- ---------------------- Vice President and Chief August 27, 1998
Randall R. Lay Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Carl R. Eckardt
- ---------------------- Executive Vice President- August 27, 1998
Carl R. Eckardt Corporate Development and
Director
/s/ Charles M. Diker
- ---------------------- Director August 27, 1998
Charles M. Diker
/s/ Harrison J. Goldin
- ---------------------- Director August 27, 1998
Harrison J. Goldin
<PAGE>
/s/ Sanford Kaplan
- ---------------------- Director August 27, 1998
Sanford Kaplan
/s/ Burt Manning
- ---------------------- Director August 27, 1998
Burt Manning
<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 Peter R. Heinze Plan
* 23 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature pages)
- --------------------
* Filed herewith
EXHIBIT 4.3
INTERNATIONAL SPECIALTY PRODUCTS INC.
818 Washington Street
Wilmington, Delaware 19801
July 15, 1998
Peter R. Heinze
223 Woodmere Court
Franklin Lakes, New Jersey 07417
Dear Optionee:
1. Pursuant to the 1991 Incentive Plan for Key Employees and Directors, as
amended (the "Plan") of International Specialty Products Inc., a Delaware
corporation (the "Company"), you are hereby granted (the "Option Grant") the
following:
(a) Subject to the terms and conditions of this Agreement, the Company
hereby grants to you non-qualified stock options (the "Options") to purchase
100,000 shares of Common Stock (as defined in the Plan) of the Company.
(b) The date of the Option Grant is as of March 30, 1998.
(c) The Options shall vest and become exercisable as follows: (i) 20% of
the Options shall vest on June 30, 1999 and (ii) an additional 20% of the
Options shall vest on each succeeding June 30, through June 30, 2003; provided,
that such Options shall only vest on each such date if Optionee is employed by
the Company on such vesting date.
(d) The Options shall have an exercise price equal to $16.125 per share of
Common Stock.
(e) The expiration date of the Options shall be March 30, 2007.
(f) Your right to exercise the Options shall become immediately
exercisable if a Change of Control shall occur and at any time following such
Change of Control, the Company (or any successor thereto) terminates without
Cause (as defined below) your employment, your employment is terminated as a
result of your death or Disability (as defined in the Plan) or you terminate
your employment for Good Reason (as defined in the Plan). "Cause" shall mean (i)
the commission of a felony, the commission of a misdemeanor involving moral
turpitude or the
NYFS01...:\01\47201\0035\2011\LTR6178U.12F
<PAGE>
commission of any other act involving dishonesty, disloyalty or fraud with
respect to your employer or any affiliate thereof, (ii) substantial and repeated
failure by you to perform your duties, (iii) gross negligence or willful
misconduct with respect to your employer or any affiliate thereof or (iv) a
material breach of any of the terms or provisions of any employment agreement to
which you may be a party; provided, however, that if at the time of termination
of your employment you are a party to an employment agreement with an entity
controlled by or under common control with Samuel J. Heyman that contains a
definition of Cause that is inconsistent with the provisions hereof, the
definition contained in that employment agreement shall govern for purposes of
this Agreement.
(g) You hereby accept the Option Grant on the terms and conditions
specified herein and in the Plan, as the Plan may be further amended from time
to time.
2. RESTRICTED PERFORMANCE SHARES
Subject to the terms and conditions of this Agreement, effective as of
January 2, 1998, the Company grants to you 50,000 restricted performance shares
(the "Performance Shares"). If at any time during the period from January 2,
1998 through March 31, 2008 (the "Performance Period"), the Common Stock
achieves and/or exceeds the closing share price thresholds on the New York Stock
Exchange (or any other national stock exchange) set forth on Schedule 1 for a
period of at least twenty (20) continuous trading days, the restrictions on the
Performance Shares will lapse and the Common Stock will vest to the Optionee, in
each case in the amounts and on the dates set forth on Schedule 1; provided,
however, that the Common Stock will vest (and the restrictions will lapse) only
if you are employed by the Company or any of its affiliates at all times from
the date hereof until such Common Stock vests (and the restrictions lapse); and
provided, further that if there shall be any change in the Common Stock of the
Company through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, reverse stock split, split up, spinoff, combination of
shares, exchange of shares, dividend in kind or other like change in capital
structure of the Company, an adjustment shall be made to the share price
thresholds set forth on Schedule 1 by the Company, if the Company reasonably
determines an adjustment is necessary to ensure that your rights hereunder are
not adversely affected in any material way as a result of such transaction.
2
<PAGE>
3. ACKNOWLEDGEMENT. You hereby acknowledge your receipt of the Plan, ISP's 1997
Annual Report to Shareholders, and ISP's 1997 Annual Report on Form 10-K and
Quarterly Report on Form 10-Q for the quarter ended March 29, 1998.
4. MISCELLANEOUS.
(a) This letter agreement, any other option agreement that may be entered
into after the date hereof and the Plan constitute the entire agreement of the
parties hereto with respect to the subject matter hereof, supersede all
agreements between the parties with respect to the subject matter hereof and may
not be modified or amended except by a written agreement signed by the parties
hereto. This letter agreement shall be binding upon and inure to the benefit of
ISP, its respective successors and assigns and the Optionee and his heirs and
personal representatives.
(b) Nothing in this letter agreement shall confer on you any right to
continue in the employ of ISP or any subsidiary or affiliate of ISP or any
successor to any of them, or affect the right of ISP or any such subsidiary,
affiliate or successor to terminate your employment at any time.
(c) If any provision of this letter agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this letter agreement, and this letter
agreement shall be carried out as if any such invalid or unenforceable provision
were not contained in this letter agreement.
(d) This letter agreement shall be deemed to be a contract under the laws
of the State of New York and for all purposes shall be construed and enforced in
accordance with the internal laws of that state without regard to principles of
conflicts of law.
(e) The Performance Shares, and all rights related thereto, may not be
sold, transferred, assigned, pledged, hypothecated or otherwise disposed of
prior to the time that the restrictions on such shares lapse and the Common
Stock vests as provided herein. In addition, any sale, transfer, assignment or
other disposition by the Optionee of Performance Shares shall be made in
compliance with all federal and state securities laws. The Company agrees that
it will promptly file a registration statement on Form S-8 (or any successor
form) with respect to the Performance Shares.
3
<PAGE>
Also enclosed is a form of Notice of Exercise which you may use to
exercise the Options when they becomes exercisable.
PLEASE SIGN AND RETURN THIS AGREEMENT TO JENNIFER GIOVENE, 1361 ALPS ROAD, BLDG.
10, WAYNE, NEW JERSEY NO LATER THAN July 30, 1998.
Very truly yours,
INTERNATIONAL SPECIALTY
PRODUCTS INC.
By: /s/ Richard A. Weinberg
-----------------------------------------
Name: Richard A. Weinberg
Title: Executive Vice President,
General Counsel and Secretary
Acknowledged and Agreed:
/s/ Peter R. Heinze
- -----------------------------
Peter R. Heinze
4
<PAGE>
SCHEDULE 1
----------
Performance Schedule
--------------------
Closing
Stock Price % Restriction Lapsed Shares Vested
----------- -------------------- -------------
$25 25% 12,500
$30 50% 25,000
$35 75% 37,500
$40 100% 50,000
Any Performance Shares that have not vested at the end of the Performance
Period will become vested; provided, that the Optionee is continuously employed
by the Company throughout the Performance Period and is still employed by the
Company at the end of the Performance Period.
5
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.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
August 27, 1998
