<PAGE> 1
As filed with the Securities and Exchange Commission on October 24, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------
INSILCO CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 06-0635844
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
425 Metro Place North, Fifth Floor
Dublin, Ohio 43017
(Address of Registrant's principal executive offices)
-------------------
INSILCO CORPORATION
AMENDED AND RESTATED
1993 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
-------------------
Kenneth H. Koch, Esq.
Vice President, General Counsel, and Secretary
Insilco Corporation
425 Metro Place North, Fifth Floor
Dublin, Ohio 43017
(614) 792-0468
(Name, address and telephone number of agent for service)
-------------------
Copies of Correspondence to:
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
-------------------
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................ 500,000 $36.75 $18,375,000 $5,569.00
- -------------------------------------------------------------------------------------------------------------------
</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
Common Stock as reported on the Nasdaq National Market on October 20, 1997.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Insilco common stock, $ .001 par value, as may be issuable
pursuant to future stock dividends, stock splits or similar transactions.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information concerning the Insilco Corporation
Amended and Restated 1993 Long- Term Incentive Plan (the "Plan"), specified in
Part I will be sent or given to employees as specified by Rule 428(b)(1). Such
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by Insilco pursuant to Sections 13(a), 14 or 15(d)
of the Exchange Act are hereby incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1996,
as filed with the Commission on March 23, 1997;
2. Quarterly Report on Form 10-Q for the quarters ended March 31,
1997 and June 30, 1997, as filed with the Commission on May 14,
1997 and August 1, 1997, respectively;
3. Proxy Statement for the Annual Meeting of Shareholders held on
May 22, 1997, as filed with the Commission on April 23, 1997;
4. Current Report on Form 8-K, dated March 5, 1997 and filed with
the Commission on March 19, 1997; and
5. Registration Statement on Form S-4, as filed with the Commission
on September 26, 1997.
The descriptions of Insilco's Common Stock which are contained in Insilco's Form
10 (File No. 22098) filed with the Securities and Exchange Commission pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended, as updated in
any amendment or report filed for the purpose of updating such descriptions, are
hereby incorporated by reference.
All documents filed by Insilco, pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
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 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 statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
The contents of the Form S-8 Registration Statement previously filed with the
Commission by the Registrant on December 2, 1994, and amended on March 1, 1995
(Registration No. 33-86938), are hereby incorporated by reference herein.
<PAGE> 3
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dublin, State of Ohio, on October 23, 1997.
INSILCO CORPORATION
By: /s/ Robert L. Smialek
-----------------------------
Robert L. Smialek, President,
Chief Executive Officer, and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert L. Smialek President, Chief Executive Officer, and ) October 23, 1997
- ------------------------------------- Chairman of the Board of Directors) )
Robert L. Smialek Principal Executive Officer) )
)
)
*Philip K. Woodlief Vice President and Corporate ) October 23, 1997
- ------------------------------------- Controller )
Philip K. Woodlief (Principal Accounting Officer) )
)
)
*James J. Gaffney Director ) October 23, 1997
-----------------------------------
James J. Gaffney )
)
)
*Terence M. O'Toole Director ) October 23, 1997
- ------------------------------------
Terence M. O'Toole )
)
)
*Thomas E. Petry Director ) October 23, 1997
- ------------------------------------
Thomas E. Petry )
)
)
*Barry S. Volpert Director ) October 23, 1997
- ------------------------------------
Barry S. Volpert )
)
)
*By: /s/ Kennth H. Koch
---------------------------------
Kenneth H. Koch, attorney-in-fact
for each of the persons indicated
</TABLE>
<PAGE> 4
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
-------------------
INSILCO CORPORATION
-------------------
EXHIBITS
-------------------
- --------------------------------------------------------------------------------
<PAGE> 5
EXHIBIT INDEX
Exhibit Exhibit
Number Description
- ------ -----------
4(a) * Insilco Corporation Amended and Restated 1993 Long-Term Incentive
Plan.
4(b) Supplemental Terms and Conditions Applicable to December 1993 Option
Awards Under the Insilco Corporation 1993 Long-Term Incentive Plan
(Exhibit 4(b) to Amendment No. 1 to Form S-8 (File No. 33-86938), an
incorporated herein by reference.)
4(c) Amended and Restated Certificate of Incorporation of Insilco
Corporation (Exhibit 3(a) to Form 10 (File No. 0-22098), and
incorporated herein by reference).
4(d) Amended and Restated Bylaws of Insilco Corporation (Exhibit 3(b) to
Form 10 (File No. 0- 22098), and incorporated herein by reference).
4(e) Settlement Agreement and Stipulated Order by and between the Company,
certain subsidiaries of the Registrant, The Valspar Corporation and
the United States of America by order of the United States District
Court for the Western District of Texas, San Antonio Division, dated
January 9, 1993 (Form 10, Exhibit 4(h), File No. 0-22098).
4(f) Stipulation regarding Settlement Agreement and Stipulated Order
amending Exhibit 4(h) (Form 10, Exhibit 4(i), File No. 0-22098).
4(g) Amended and Restated Credit Agreement, dated July 3, 1997.
(Incorporated by reference from the Schedule 13E-4 and exhibits
thereto previously filed with the Securities and Exchange Commission
on July 11, 1997 and as amended on July 18, 1997.)
4(h) Indenture, dated as of August 12, 1997 between Insilco Corporation and
the Trustee. (Incorporated by reference from the Registration
Statement on Form S-4, previously filed with the Securities and
Exchange Commission on September 26, 1997, File No. 333-36523.)
4(i) Form of New Note (included in Exhibit 4(j) above and incorporated by
reference from the Registration Statement on Form S-4, previously
filed with the Securities and Exchange Commission on September 26,
1997, File No. 333-36523.)
4(j) Purchase Agreement, dated as of August 7, 1997, among Insilco
Corporation and Goldman, Sachs & Co., McDonald & Company Securities,
Inc. and Citicorp Securities Inc. (the "Initial Purchasers").
(Incorporated by reference from the Registration Statement on Form
S-4, previously filed with the Securities and Exchange Commission on
September 26, 1997, File No. 333-36523.)
4(k) Exchange and Registration Rights Agreement, dated as of August 12,
1997, between Insilco Corporation and the Initial Purchasers.
(Incorporated by reference from the Registration Statement on Form
S-4, previously filed with the Securities and Exchange Commission on
September 26, 1997, File No. 333-36523.)
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
15* Letter regarding unaudited interim financial information.
23(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibit 5
filed herewith).
23(b)* Consent of KPMG Peat Marwick LLP.
24 * Powers of Attorney
- ----------------
* Filed with this Registration Statement.
<PAGE> 1
Exhibit 4(a)
THE AMENDED AND RESTATED
1993 LONG-TERM INCENTIVE PLAN
OF
INSILCO CORPORATION
1. Objectives. The Insilco Corporation Amended and Restated 1993 Long-Term
Incentive Plan (the "Plan") is designed to retain key executives and other
selected employees and reward them for making major contributions to the success
of Insilco Corporation, a Delaware corporation (the "Company"), and its
Subsidiaries (as hereinafter defined). These objectives are to be accomplished
by making awards under the Plan and thereby providing Participants (as
hereinafter defined) with a proprietary interest in the growth and performance
of the Company and its Subsidiaries.
2. Definitions. As used herein, the terms set forth below shall have the
following respective meanings:
"Award" means the grant of any form of stock option, stock
appreciation right, stock award or cash award, whether granted singly, in
combination or in tandem, to a Participant pursuant to any applicable terms,
conditions and limitations as the Committee may establish in order to fulfill
the objectives of the Plan.
"Award Agreement" means a written agreement between the Company and a
Participant that sets forth the terms, conditions and limitations applicable to
an Award.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time.
"Committee" means such committee of the Board as is designated by the
Board to administer the Plan. The Committee shall be constituted to permit the
Plan to comply with Rule 16b-3.
"Common Stock" means the Common Stock, par value $0.001 per share, of
the Company.
"Director" means an individual serving as a member of the Board.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
"Fair Market Value" means, as of a particular date, (i) if the shares
of Common Stock are listed on a national securities exchange, the mean between
the highest and lowest sales price per
<PAGE> 2
share of Common Stock on the principal such national securities exchange on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported, (ii) if the shares of
Common Stock are not so listed but are quoted in the NASDAQ National Market
System, the mean between the highest and lowest sales price per share of Common
Stock on the NASDAQ National Market System on that date, or, if there shall have
been no such sale so reported on that date, on the last preceding date on which
such a sale was so reported; (iii) if the Common Stock is not so listed or
quoted, the mean between the closing bid and asked price on that date, or, if
there are no quotations available for such date, on the last preceding date on
which such quotations shall be available, as reported by NASDAQ, or, if not
reported by NASDAQ, by the National Quotation Bureau, Inc. or (iv) if there is
no regular public trading market for such Stock, such amount as shall be
determined by the Committee in good faith.
"Participant" means an employee of the Company or any of its
Subsidiaries to whom an Award has been made under this Plan.
"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or
any successor rule.
"Subsidiary" means any corporation of which the Company directly or
indirectly owns shares representing more than 50% of the voting power of all
classes or series of capital stock of such corporation which have the right to
vote generally on matters submitted to a vote of the stockholders of such
corporation.
3. Eligibility. Employees of the Company and its Subsidiaries eligible for
an Award under this Plan are those who hold positions of responsibility and
whose performance, in the judgment of the Committee, can have a significant
effect on the success of the Company and its Subsidiaries.
4. Common Stock Available for Awards. There shall be available for Awards
granted wholly or partly in Common Stock (including rights or options which may
be exercised for or settled in Common Stock) during the term of this Plan an
aggregate of 2,000,000 shares of Common Stock. The Board of Directors and the
appropriate officers of the Company shall from time to time take whatever
actions are necessary to file required documents with governmental authorities
and stock exchanges and transaction reporting systems to make shares of Common
Stock available for issuance pursuant to Awards. Common Stock related to Awards
that are forfeited or terminated, expire unexercised, are settled in cash in
lieu of Stock or in a manner such that all or some of the shares covered by an
Award are not issued to a Participant, or are exchanged for Awards that do not
involve Common Stock, shall immediately become available for Awards hereunder.
The Committee may from time to time adopt and observe such procedures concerning
the counting of shares against the Plan maximum as it may deem appropriate under
Rule 16b-3.
5. Administration. This Plan shall be administered by the Committee, which
shall have full and exclusive power to determine the employees who may become
Participants, to determine
2
<PAGE> 3
whether and to what extent Awards shall be granted hereunder and the terms and
conditions of such Awards, to interpret this Plan, to adjust the terms and
conditions of any Award at any time or from time to time pursuant to this Plan,
to grant waivers of the restrictions set forth in this Plan and to adopt, alter
and repeal such rules, regulations and guidelines for carrying out this Plan as
it may deem necessary or proper, all of which powers shall be exercised in the
best interests of the Company and in keeping with the objectives of this Plan.
The Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to carry it into effect. Any decision of
the Committee in the interpretation and administration of this Plan shall lie
within its sole and absolute discretion and shall be final conclusive and
binding on all parties concerned. No member of the Committee or officer of the
Company to whom it has delegated authority in accordance with the provisions of
Paragraph 6 of this Plan shall be liable for anything done or omitted to be done
by him or her, by any member of the Committee or by any officer of the Company
in connection with the performance of any duties under this Plan, except for his
or her own willful misconduct or as expressly provided by statute.
6. Delegation of Authority. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish, except that the Committee may not delegate to any person the
authority to grant Awards to, or take other action with respect to, Participants
who are subject to Section 16 of the Exchange Act.
7. Awards. The Committee shall determine the type or types of Awards to be
made to each Participant under this Plan. Each Award made hereunder shall be
embodied in an Award Agreement, which shad contain such terms, conditions and
limitations as shall be determined by the Committee in its sole discretion and
shall be signed by the Participant and by the Chief Executive Officer, the Chief
Operating Officer, or any Vice President of the Company for and on behalf of the
Company. Awards may consist of those listed in this Paragraph 7 and may be
granted singly, in combination or in tandem. Awards may also be made in
combination or in tandem with, in replacement of, or as alternatives to, grants
or rights under this Plan or any other employee plan of the Company or any of
its Subsidiaries, including the plan of any acquired entity. An Award may
provide for the granting or issuance of additional replacement or alternative
Awards upon the occurrence of specified events, including the exercise of the
original Award.
(a) Stock Option. An Award may consist of a right to purchase a
specified number of shares of Common Stock at a specified price that is not less
than the par value of the Common Stock on the date of grant of the option. A
stock option may be in the form of an incentive stock option ("ISO") which, in
addition to being subject to applicable terms, conditions and limitations
established by the Committee, complies with Section 422 of the Code. A stock
option shad not be treated as an ISO unless the Award Agreement so states.
(b) Stock Appreciation Right. An Award may consist of a right to
receive a payment, in cash or Common Stock, equal to the excess of the Fair
Market Value or other specified
3
<PAGE> 4
valuation of a specified number of shares of Common Stock on the date the stock
appreciation right ("SAR") is exercised over a specified strike price as set
forth in the applicable Award Agreement.
(c) Stock Award. An Award may consist of Common Stock or may be
denominated in units of Common Stock. All or part of any stock award may be
subject to conditions established by the Committee, and set forth in the Award
Agreement, which may include, but are not limited to, continuous service with
the Company and its Subsidiaries, achievement of specific business objectives,
increases in specified indices, attaining specified growth rates and other
comparable measurements of performance. Such Awards may be based on Fair Market
Value or other specified valuations. The certificates evidencing shares of
Common Stock issued in connection with a stock award shall contain appropriate
legends and restrictions describing the terms and conditions of the restrictions
applicable thereto.
(d) Cash Award. An Award may be denominated in cash with the amount of
the eventual payment subject to future service and such other restrictions and
conditions as may be established by the Committee, and set forth in the Award
Agreement, including, but not limited to, continuous service with the Company
and its Subsidiaries, achievement of specific business objectives, increases in
specified indices, attaining specified growth rates and other comparable
measurements of performance.
8. Payment of Awards.
(a) General. Payment of Awards may be made in the form of cash or
Common Stock or combinations thereof and may include such restrictions as the
Committee shall determine, including in the case of Common Stock, restrictions
on transfer and forfeiture provisions. As used herein, "Restricted Stock" means
Common Stock that is restricted or subject to forfeiture provisions.
(b) Deferral. With the approval of the Committee, payments may be
deferred, either in the form of installments or a future lump sum payment. The
Committee may permit selected Participants to elect to defer payments of some or
all types of Awards in accordance with procedures established by the Committee.
Any deferred payment, whether elected by the Participant or specified by the
Award Agreement or by the Committee, may be forfeited if and to the extent that
the Award Agreement so provides.
(c) Dividends and Interest. Dividends or dividend equivalent rights
may be extended to and made part of any Award denominated in Common Stock or
units of Common Stock, subject to such terms, conditions and restrictions as the
Committee may establish. The Committee may also establish rules and procedures
for the crediting of interest on deferred cash payments and dividend equivalents
for deferred payment denominated in Common Stock or units of Common Stock.
4
<PAGE> 5
(d) Substitution of Awards. At the discretion of the Committee, a
Participant may be offered an election to substitute an Award for another Award
or Awards of the same or different type.
9. Stock Option Exercise. The price at which shares of Common Stock may be
purchased under a stock option shall be paid in full at the time of exercise in
cash or, if permitted by the Committee, by means of tendering Common Stock or
surrendering another Award, including Restricted Stock, valued at Fair Market
Value on the date of exercise, or any combination thereof. The Committee shall
determine acceptable methods for tendering Common Stock or other Awards to
exercise a stock option as it deems appropriate. The Committee may provide for
loans from the Company to permit the exercise or purchase of Awards and may
provide for procedures to permit the exercise or purchase of Awards by use of
the proceeds to be received from the sale of Common Stock issuable pursuant to
an Award. Unless otherwise provided in the applicable Award Agreement, in the
event shares of Restricted Stock are tendered as consideration for the exercise
of a stock option, a number of the shares issued upon the exercise of the stock
option, equal to the number of shares of Restricted Stock used as consideration
therefor, shall be subject to the same restrictions as the Restricted Stock so
submitted as well as any additional restrictions that may be imposed by the
Committee.
10. Tax Withholding. The Company shall have the right to deduct applicable
taxes from any Award payment and withhold, at the time of delivery or vesting of
cash or shares of Common Stock under this Plan, an appropriate amount of cash or
number of shares of Common Stock or a combination thereof for payment of taxes
required by law or to take such other action as may be necessary in the opinion
of the Company to satisfy all obligations for withholding of such taxes. The
Committee may also permit withholding to be satisfied by the transfer to the
Company of shares of Common Stock theretofore owned by the holder of the Award
with respect to which withholding is required. If shares of Common Stock are
used to satisfy tax withholding, such shares shall be valued based on the Fair
Market Value when the tax withholding is required to be made.
11. Amendment, Modification, Suspension or Termination. The Board may
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law except that (i) no amendment or alteration that would impair the rights
of any Participant under any Award previously granted to such Participant shall
be made without such Participant's consent and (ii) no amendment or alteration
shall be effective prior to approval by the Company's stockholders to the extent
such approval is then required pursuant to Rule 16b-3 in order to preserve the
applicability of any exemption provided by such rule to any Award then
outstanding (unless the holder of such Award consents) or to the extent
stockholder approval is otherwise required by applicable legal requirements.
12. Termination of Employment. Upon the termination of employment by a
Participant, any unexercised, deferred or unpaid Awards shall be treated as
provided in the specific Award Agreement evidencing the Award. In the event of
such a termination, the Committee may, in its discretion, provide for the
extension of the exercisability of an Award, accelerate the vesting of an
5
<PAGE> 6
Award, eliminate or make less restrictive any restrictions contained in an Award
or otherwise amend or modify the Award in any manner not adverse to such
Participant.
13. Assignability. No Award or any other benefit under this Plan
constituting a derivative security within the meaning of Rule 16a-l(c) under the
Exchange Act shall be assignable or otherwise transferable except by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder. The Committee may prescribe and include
in applicable Award Agreements other restrictions on transfer. Any attempted
assignment of an Award or any other benefit under this Plan in violation of this
Paragraph 13 shall be null and void.
14. Adjustments.
(a) The existence of outstanding Awards shall not affect in any manner
the right or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Company or its business or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock (whether or not such issue is prior to, on a parity with or junior to the
Common Stock) or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding of any kind, whether or not of a character similar to that of
the acts or proceedings enumerated above.
(b) In the event of any subdivision or consolidation of outstanding
shares of Common Stock or declaration of a dividend or distribution payable in
shares of Common Stock or capital reorganization or reclassification or other
transaction involving an increase or reduction in the number of outstanding
shares of Common Stock, the Committee may adjust proportionally (i) the number
of shares of Common Stock reserved under this Plan and covered by outstanding
Awards denominated in Common Stock or units of Common Stock; (ii) the exercise
or other price in respect of such Awards; and (iii) the appropriate Fair Market
Value and other price determinations for such Awards. In the event of any
consolidation or merger of the Company with another corporation or entity or the
adoption by the Company of a plan of exchange affecting the Common Stock or any
distribution to holders of Common Stock of securities or property (other than
normal cash dividends or dividends payable in Common Stock), the Committee shall
make such adjustments or other provisions as it may deem equitable, including
adjustments to avoid fractional shares, to give proper effect to such event. In
the event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Committee shall be
authorized to issue or assume stock options, regardless of whether in a
transaction to which Section 425(a) of the Code applies, by means of
substitution of new options for previously issued options or an assumption of
previously issued options, or to make provision for the acceleration of the
exercisability of, or lapse of restrictions with respect to, Awards and the
termination of unexercised options in connection with such transaction.
6
<PAGE> 7
15. Restrictions. No Common Stock or other form of payment shall be
issued with respect to any Award unless the Company shall be satisfied based on
the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. It is the intent of the Company
that this Plan comply in all respects with Rule 16b-3, that any ambiguities or
inconsistencies in the construction of this Plan be interpreted to give effect
to such intention, and that if any provision of this Plan is found not to be in
compliance with Rule 16b-3, such provision shall be null and void to the extent
required to permit this Plan to comply with Rule 16b-3. Certificates evidencing
shares of Common Stock delivered under this Plan may be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the Securities and Exchange
Commission, any securities exchange or transaction reporting system upon which
the Common Stock is then listed and any applicable federal and state securities
law. The Committee may cause a legend or legends to be placed upon any such
certificates to make appropriate reference to such restrictions.
16. Unfunded Plan. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
cash, Common Stock or rights thereto under this Plan, any such accounts shall be
used merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by cash, Common Stock
or rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company nor the Board nor the Committee be deemed to
be a trustee of any cash, Common Stock or rights thereto to be granted under
this Plan. Any liability or obligation of the Company to any Participant with
respect to a grant of cash, Common Stock or rights thereto under this Plan shall
be based solely upon any contractual obligations that may be created by this
Plan and any Award Agreement, and no such liability or obligation of the Company
shall be deemed to be secured by any pledge or other encumbrance on any property
of the Company. Neither the Company nor the Board nor the Committee shall be
required to give any security or bond for the performance of any obligation that
may be created by this Plan.
17. Governing Law. This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Delaware.
18. Effective Date of Plan. This Plan shall be effective as of the
date (the "Effective Date") it is approved by the Board of Directors of the
Company, in place immediately following its reorganization, as contemplated
under that certain Plan of Reorganization of the Company, its
debtor-subsidiaries, and the official joint committee of unsecured creditors
dated November 23, 1992. Notwithstanding the foregoing, the adoption of this
Plan is expressly conditioned upon the approval by the holders of a majority of
shares of Common Stock present, or represented, and entitled to vote at a
meeting of the Company's stockholders held on or before March 31, 1993. If the
stockholders of the Company should fail so to approve this Plan prior to such
date, this Plan shall terminate and cease to be of any further force or effect
and all grants of Awards hereunder shall be null and void.
7
<PAGE> 1
Exhibit 5
PORTER,WRIGHT, MORRIS & ARTHUR 41 South High Street
Columbus, Ohio 43215
Telephone: (614)227-2000
Fax: (614)227-2100
October 23, 1997
Insilco Corporation
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
Re: Registration Statement on Form S-8
Insilco Corporation Amended and Restated 1993
Long-Term Incentive Plan (the "Plan")
Gentlemen:
We have acted as counsel for Insilco Corporation, a Delaware
corporation ("Insilco"), in connection with the Registration Statement on Form
S-8 (the "Registration Statement"), filed by Insilco with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, with respect
to the registration of an additional 500,000 shares of Insilco Common Stock,
$.001 par value (the "Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate
records, documents and other instruments of the registrant as we have deemed
necessary.
Based on the foregoing, we are of the opinion that the Shares will,
when issued and paid for in accordance with the provisions of the Plan, be
legally issued, fully paid and nonassessable, and entitled to the benefits of
the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur
PORTER, WRIGHT, MORRIS & ARTHUR
<PAGE> 1
Exhibit 15
[KPMG logo]Peat Marwick LLP
Two Nationwide Plaza Telephone 614 249 2300 Telefax 614 249 2348
Columbus, OH 43215
Insilco Corporation
Columbus, Ohio
Ladies and Gentlemen:
REGISTRATION STATEMENT (FORM S-8)
With respect to the registration statement (Form S-8) for the Insilco
Corporation Amended and Restated 1993 Long-Term Incentive Plan, we acknowledge
our awareness of the use therein of our reports dated April 18, 1997 and July
18, 1997 related to our reviews of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
Columbus, Ohio
October 22, 1997
<PAGE> 1
Exhibit 23(b)
[KPMG logo]Peat Marwick LLP
Two Nationwide Plaza Telephone 614 249 2300 Telefax 614 249 2348
Columbus, OH 43215
CONSENT OF INDEPENDENT AUDITORS'
The Board of Directors
Insilco Corporation
We consent to the use of our audit report dated January 31, 1997, except as to
the second paragraph in Note 3, which is as of March 5, 1997 on the
consolidated financial statements of Insilco Corporation as of December 31,
1996 and 1995 and for each of the years in the three-year period then ended
incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Columbus, Ohio
October 22, 1997
<PAGE> 1
POWER OF ATTORNEY
Each director and officer of Insilco Corporation (the "Company") whose
signature appears below hereby appoints Robert L. Smialek, Kenneth H. Koch, or
Philip K. Woodlief, or any of them, as his attorney-in-fact to sign, in his name
and behalf and in any and all capacities stated below, and to cause to be filed
with the Securities and Exchange Commission, the Company's Registration
Statement on Form S-8 (the "Registration Statement") to register under the
Securities Act of 1933, as amended, an additional 500,000 shares of Common
Stock, $.001 par value, of the Company to be sold and distributed by the Company
pursuant to the Company's Amended and Restated 1993 Long-Term Incentive Plan
(the "Plan") and such other number of shares as may be issued under the
anti-dilution provisions of the Plan, and any and all amendments, including
post-effective amendments, to the Registration Statement, hereby granting unto
such attorneys-in-fact, and to each of them, full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all such
capacities, every act and thing whatsoever necessary to be done in and about the
premises as fully as the undersigned could or might do in person, hereby
granting to each such attorney-in-fact full power of substitution and
revocation, and hereby ratifying all that any such attorney-in-fact or his
substitute may do by virtue hereof.
IN WITNESS WHEREOF, we have hereunto set our hands this 25th day of
September, 1997.
DIRECTORS/OFFICERS:
/s/ Robert L. Smialek /s/ Philip K. Woodlief
--------------------- ----------------------
Robert L. Smialek, President, Philip K. Woodlief, Vice President and
Chief Executive Officer, and Corporate Controller
Chairman of the Board
/s/ Thomas E. Petry /s/ Terence M. O'Toole
- --------------------- ----------------------
Thomas E. Petry, Director Terence M. O'Toole, Director
/s/ Barry S. Volpert /s/ James J. Gaffney
- --------------------- ----------------------
Barry S. Volpert, Director James J. Gaffney, Director
