As filed with the Securities and Exchange Commission on September 26, 2000
Registration No. 333-61811
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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INSILCO HOLDING CO.
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(Exact name of Registrant as specified in its charter)
Delaware 346, 361, 367, 3714 06-1158291
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(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
425 Metro Place North, Fifth Floor
Dublin, Ohio 43017
(614) 792-0468
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(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Amended Insilco Holding Co. and Insilco Corporation Equity Unit Plan
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(Full title of the Plan)
David A. Kauer
President and Chief Executive Officer
Insilco Corporation
425 Metro Place North, Fifth Floor
Dublin, Ohio 43017
(614) 792-0468
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference the information we file with it, which means that we can disclose
important information by reference to you by referring you to those documents.
The information incorporated by reference is considered to be a part of this
registration statement, and information that we later file with the Commission
will automatically update and supersede this information. Accordingly, we
incorporate by reference the following documents that we filed with the
Commission pursuant to the Securities and Exchange Act of 1934, as amended
(Commission File Number 0-24813):
o Our Annual Report on Form 10-K for the fiscal year ended December 31, 1999
(filed March 27, 2000);
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
(filed May 15, 2000) and June 30, 2000 (filed August 11, 2000);
o Our Current Reports on Form 8-K dated February 11, 2000 (filed February 17,
2000), dated February 11, 2000 (filed February 25, 2000), dated February
17, 2000 (filed March 1, 2000), dated May 3, 2000 (filed May 8, 2000),
dated July 20, 2000 (filed July 26, 2000), dated July 28, 2000 (filed July
31, 2000), and dated August 25, 2000 (filed September 7, 2000);
o Our Definitive Proxy Statement for our Annual Meeting of Stockholders held
on May 18, 2000 (filed April 17, 2000);
o The description of our common stock contained in our Form 8-A (File No.
0-24813); and
o All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
We also incorporate by reference the following documents that our wholly
owned subsidiary, Insilco Corporation, filed with the Commission pursuant to the
Securities and Exchange Act of 1934 (Commission file No. 0-22098):
o Insilco Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (filed March 27, 2000);
o Insilco Corporation's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 (filed May 15, 2000) and June 30, 2000 (filed August 11,
2000);
o Insilco Corporation's Current Reports on Form 8-K dated February 11, 2000
(filed February 17, 2000), dated February 11, 2000 (filed February 25,
2000), dated February 17, 2000 (filed March 1, 2000), dated May 3, 2000
(filed May 8, 2000), dated July 20, 2000 (filed July 26, 2000), dated July
28, 2000 (filed July 31, 2000), and dated August 25, 2000 (filed September
7, 2000);
o The description of Insilco Corporation's common stock contained in our Form
8-A (File No. 0-22098).
o All documents filed by Insilco Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold
or which deregisters all securities then remaining unsold.
II-1
<PAGE>
ITEM 8. EXHIBITS
Exhibit Exhibit
Number Description
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4(a) Certificate of Incorporation of the Insilco Holding Co.
(Exhibit 3.1 to the Current Report on Form 8-K, dated August
17, 1998, filed with the Securities and Exchange Commission on
August 18, 1998, and incorporated herein by reference).
4(b) By-Laws of Insilco Holding Co. (Exhibit 3.2 to the Current
Report on Form 8-K, dated August 17, 1998, filed with the
Securities and Exchange Commission on August 18, 1998, and
incorporated herein by reference).
4(c)* Insilco Holding Co. and Insilco Corporation Equity Unit Plan.
4(d) Amendment No. 1 to Insilco Holding Co. and Insilco Corporation
Equity Unit Plan.
5 Opinion of Porter, Wright, Morris & Arthur LLP regarding
legality.
15(a)* Letter on Unaudited Interim Financial Information to Insilco
Holding Co.
15(b)* Letter on Unaudited Interim Financial Information to Insilco
Corporation.
23(a)* Consent of KPMG LLP to Insilco Holding Co.
23(b)* Consent of KPMG LLP to Insilco Corporation.
23(c) Consent of Porter, Wright, Morris & Arthrur LLP (included in
Exhibit 5 filed herein).
24 Power of Attorney
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* Filed with this Post-Effective Amendment No. 2 to Registration Statement
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 No. 2 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Dublin, Ohio, on the
25th day of September, 2000.
INSILCO HOLDING CO.
By: /s/ David A. Kauer
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David A. Kauer, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President and Chief Executive September 25, 2000
/s/ David A. Kauer Officer (Principal Executive
--------------------------- Officer)
David A. Kauer
Senior Vice President and Chief September 25, 2000
* Financial Officer, Treasurer and Secretary
--------------------------- (Principal Financial and Accounting Officer)
Michael R. Elia
* Director September 25, 2000
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Thompson Dean
* Director September 25, 2000
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John F. Fort III
* Director September 25, 2000
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David Y. Howe
Director September 25, 2000
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James E. Ashton
Director September 25, 2000
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George A. Peinado
*By: /s/ David A. Kauer
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David A. Kauer, Attorney-in-fact, pursuant to
powers of attorney previously filed as part of this
registration statement.
</TABLE>
II-3
<PAGE>
REGISTRATION NO. 333--61811
______________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
INSILCO HOLDING CO.
______________________
EXHIBITS
______________________
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit
Number Description
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4(a) Certificate of Incorporation of the Insilco Holding Co.
(Exhibit 3.1 to the Current Report on Form 8-K, dated August
17, 1998, filed with the Securities and Exchange Commission on
August 18, 1998, and incorporated herein by reference).
4(b) By-Laws of Insilco Holding Co. (Exhibit 3.2 to the Current
Report on Form 8-K, dated August 17, 1998, filed with the
Securities and Exchange Commission on August 18, 1998, and
incorporated herein by reference).
4(c)* Insilco Holding Co. and Insilco Corporation Equity Unit Plan.
4(d) Amendment No. 1 to Insilco Holding Co. and Insilco Corporation
Equity Unit Plan.
5 Opinion of Porter, Wright, Morris & Arthur LLP regarding
legality.
15(a)* Letter on Unaudited Interim Financial Information to Insilco
Holding Co.
15(b)* Letter on Unaudited Interim Financial Information to Insilco
Corporation.
23(a)* Consent of KPMG LLP to Insilco Holding Co.
23(b)* Consent of KPMG LLP to Insilco Corporation.
23(c) Consent of Porter, Wright, Morris & Arthrur LLP (included in
Exhibit 5 filed herein).
24 Power of Attorney (set forth on the signature pages hereof).
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* Filed with this Post-Effective Amendment to Registration Statement
