As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 33-92518
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
TO
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)
INTERNATIONAL SPECIALTY PRODUCTS INC.
1991 INCENTIVE PLAN FOR KEY EMPLOYEES AND DIRECTORS, AS AMENDED
(Full Title of Plan)
RICHARD A. WEINBERG, ESQ.
C/O ISP MANAGEMENT COMPANY INC.
1361 ALPS ROAD, WAYNE, NEW JERSEY 04740
(973) 628-3000
(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
REMOVAL OF SHARES FROM REGISTRATION
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NYFS01...:\01\47201\0035\1909\S-87288S.520
<PAGE>
REMOVAL OF SHARES FROM REGISTRATION
In connection with the merger of International Specialty Products Inc.
("Old ISP") with and into International Specialty Products Inc., a Delaware
corporation formerly known as ISP Holdings Inc. ("New ISP"), and the assumption
by New ISP of Old ISP's 1991 Incentive Plan for Key Employees and Directors (the
"Plan"), New ISP, as successor to Old ISP, hereby amends the Registration
Statement on Form S-8, File No. 33-92518 (the "Registration Statement") filed in
connection with the Plan to withdraw from registration all the shares of common
stock of Old ISP registered under the Registration Statement with respect to
which options have not been granted or have been granted but not exercised under
the Plan.
i
<PAGE>
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 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
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.
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
/s/ Sanford Kaplan Director July 31, 1998
- --------------------------
Sanford Kaplan
Director July ___, 1998
- --------------------------
Burt C. Manning
