As filed with the Securities and Exchange Commission on June 29, 2000
Registration No. 333-61811
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INSILCO HOLDING CO.
(Exact name of Registrant as specified in its charter)
Delaware 346, 361, 367, 3714 06-1158291
(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
(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
(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
(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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CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
========================= ==================== ====================== ====================== ====================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price* Fee*
------------------------- -------------------- ---------------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Common stock,
$.001 par value.......... 35,171 $28 $984,788 $260
========================= ==================== ====================== ====================== ====================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the average of the high and low prices
of Insilco Holding Co. Common Stock as reported on June 27, 2000.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Insilco Holding Co. Common Stock, $.001 par value, as may
be issuable pursuant to future stock dividends, stock splits or similar
transactions.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information concerning the Amended Insilco
Holding Co. and Insilco Corporation Equity Unit Plan specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). These documents are
not filed as part of this registration statement in accordance with the Note to
Part I of the Form S-8 Registration Statement.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
We hereby file this Post-Effective Amendment No.1 to the Registration
Statement with the Securities and Exchange Commission on Form S-8 to register
35,171 shares of our Common Stock, par value $.001 per share, for issuance under
the Amended Insilco Holding Co. and Insilco Corporation Equity Unit Plan and
such indeterminate number of additional shares which may be offered and issued
to prevent dilution resulting from stock splits, stock dividends or similar
transactions. On June 1, 2000, our Board of Directors approved an amendment to
the our Insilco Holding Co. and Insilco Corporation Equity Unit Plan to allow
the Committee of the Board of Directors responsible for the administration of
the plan, with the consent of a plan participant, to replace each equity unit
held by a participant under the plan with one share of our common stock. A copy
of the amendment to the plan is attached as an exhibit to this Post-Effective
Amendment No. 1 to 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 Report on Form 10-Q for the quarter ended March 31,
2000 (filed May 15, 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), and dated
May 3, 2000 (filed May 8, 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 Report on Form 10-Q for the
quarter ended March 31, 2000 (filed May 15, 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),
and dated May 3, 2000 (filed May 8, 2000);
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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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any of its directors or officers who was or is a party,
or is threatened to be made a party to any third party proceeding by reason of
the fact that such person is or was a director or officer of the corporation,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe that such person's conduct was unlawful. In
a derivative action, i.e., one by or in the right of the corporation, the
corporation is permitted to indemnify directors and officers against expenses
(including attorneys' fees) actually and reasonably incurred by them in
connection with the defense or settlement of an action or suit if they acted in
good faith and in a manner that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant directors or officers are fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.
We provide indemnification to our officers and directors to the extent
authorized by Delaware law and maintain officers' and directors' liability
insurance in respect of such officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
Exhibit Exhibit
Number Description
------ -----------
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* Letter on Unaudited Interim Financial Information.
23(a)* Consent of KPMG Peat Marwick LLP.
23(b) 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 to Registration Statement
ITEM 9. UNDERTAKINGS
We hereby undertake:
(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 of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed what was registered) and any deviation from
the low or high end of the estimated maximum offering
ranger 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% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(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;
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provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(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.
We hereby undertake that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's Annual Report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's Annual
Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Dublin, Ohio, on the 29th day of June, 2000.
INSILCO HOLDING CORPORATION
By: /s/ David A. Kauer
---------------------------------
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>
/s/ David A. Kauer President and Chief Executive June 29, 2000
--------------------------- Officer (Principal Executive
David A. Kauer Officer)
* Senior Vice President and Chief June 29, 2000
--------------------------- Financial Officer, Treasurer and Secretary
Michael R. Elia (Principal Financial and Accounting Officer)
* Director June 29, 2000
---------------------------
Thompson Dean
* Director June 29, 2000
---------------------------
John F. Fort III
* Director June 29, 2000
---------------------------
David Y. Howe
*By: /s/ David A. Kauer
----------------------------------------------
David A. Kauer, Attorney-in-fact, for each of
the persons indicated.
</TABLE>
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<PAGE>
REGISTRATION NO. 333--61811
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INSILCO HOLDING CO.
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EXHIBITS
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<PAGE>
EXHIBIT INDEX
Exhibit Exhibit
Number Description
------ -----------
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* Letter on Unaudited Interim Financial Information.
23(a)* Consent of KPMG Peat Marwick LLP.
23(b) 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 to Registration Statement
