Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERNATIONAL SPECIALTY PRODUCTS INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0333696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
818 Washington Street
Wilmington, Delaware 19801
(Address of Principal Executive Offices)
INTERNATIONAL SPECIALTY PRODUCTS INC.
1991 INCENTIVE PLAN FOR KEY EMPLOYEES AND DIRECTORS, AS AMENDED
(Full title of the plan)
Richard A. Weinberg, Esq.
Senior Vice President and General Counsel
1361 Alps Road
Wayne, New Jersey 07470
(201) 628-3520
(Name, Address and Telephone Number Including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to Be Offering Price Aggregate Registration
be Registered Registered Per Share (2) Offering Price Fee
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Common Stock,
par value $.01 2,000,000
per Share Shares(1) $13.0625 $26,125,000 $7,916.67
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(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.
(2) Determined in accordance with Rule 457(h)(i) under the Securities Act of
1933, based on the average of the high and low prices of the shares as
reported by the New York Stock Exchange on May 13, 1997.
The contents of the Registrant's Registration Statements on Form S-8 (File
Nos. 33-54724 and 33-92518) are incorporated by reference herein.
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PART II
Item 5. Interests of Named Experts and Counsel
Richard A. Weinberg, who is rendering an opinion in connection with this
filing, is Senior Vice President, General Counsel and Secretary of the
Registrant and has been granted options to acquire 37,410 shares of the
Registrant's common stock pursuant to the Registrant's 1991 Incentive Plan for
Key Employees and Directors, as amended, and options to acquire 31,970 shares
of redeemable convertible preferred stock of ISP Holdings Inc., the owner of
approximately 83.5% of the Registrant's common stock.
Item 8. Exhibits
5. Opinion of Richard A. Weinberg, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Richard A. Weinberg, Esq.*
24. Power of Attorney (See Signature Page).
99.1 Form of 1991 Incentive Plan for Key Employees and Directors, as
amended (the "Plan") (incorporated by reference to Exhibit 99 to the
Registrant's Registration Statement on Form S-8, Registration No. 33-
92518).
99.2 Amendment No. 1 to the Plan (incorporated by reference to Exhibit
10.10 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996)
99.3 Amendment No. 2 to the Plan.
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*Included in Exhibit 5.
<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 the Township of Wayne, State of New Jersey on May 19, 1997.
INTERNATIONAL SPECIALTY
PRODUCTS INC.
By: /s/Richard A. Weinberg
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Richard A. Weinberg
Senior Vice President &
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on May 19, 1997, by the following
persons in the capacities indicated. Each of the undersigned officers and
directors of International Specialty Products Inc. hereby severally constitutes
Richard A. Weinberg and James P. Rogers, and each of them, his true and lawful
attorney, with full power to each of them acting alone, to sign for him, and in
his name and in the capacities indicated below, any and all amendments to the
foregoing registration statement filed with the Securities Exchange Commission.
Signature Title
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/s/Samuel Heyman
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Samuel Heyman Chairman of the Board of Directors
and Chief Executive Officer
/s/Peter R. Heinze
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Peter R. Heinze President and Chief Operating Officer;
Director
/s/Carl R. Eckardt
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Carl R. Eckardt Executive Vice President; Director
/s/Harrison Goldin
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Harrison Goldin Director
/s/Charles M. Diker
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Charles M. Diker Director
/s/Sanford Kaplan
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Sanford Kaplan Director
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Burt Manning Director
/s/Randall R. Lay
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Randall R. Lay Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description
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5. Opinion of Richard A. Weinberg, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Richard A. Weinberg, Esq.*
24. Power of Attorney (See Signature Page).
99.1 Form of 1991 Incentive Plan for Key Employees and
Directors, as amended (the "Plan") (incorporated by
reference to Exhibit 99 to the Registrant's Registration
Statement on Form S-8, Registration No. 33-92518).
99.2 Amendment No. 1 to the Plan (incorporated by reference to
Exhibit 10.10 to the Registrant's Annual Report on Form 10-
K for the year ended December 31, 1996)
99.3 Amendment No. 2 to the Plan.
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*Included in Exhibit 5.
Exhibit 5
May 19, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Dear Sirs:
I am Senior Vice President and General Counsel of International Specialty
Products Inc., a Delaware corporation (the "Corporation"), and have acted as
counsel to the Corporation in connection with the Corporation's Registration
Statement on Form S-8 (the "Registration Statement") pursuant to which the
Corporation is registering an additional 2,000,000 shares (the "Additional
Shares") of the Corporation's Common Stock, $.01 par value, which are issuable
upon exercise of options granted under the Corporation's 1991 Incentive Plan
for Key Employees and Directors, as amended (the "Plan").
I am of the opinion that the Additional Shares have been duly authorized
and, when issued and paid for in accordance with the Plan, will be legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Richard A. Weinberg
Exhibit 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation into
this registration statement of our report dated February 10, 1997 included in
the Company's Form 10-K for the year ended December 31, 1996.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
May 19, 1997
Exhibit 99.3
AMENDMENT NO. 2 TO THE
INTERNATIONAL SPECIALTY PRODUCTS INC.
1991 INCENTIVE PLAN FOR KEY EMPLOYEES
AND DIRECTORS, AS AMENDED
1.This Amendment No. 2 (the "Amendment") to the International Specialty Products
Inc. 1991 Incentive Plan for Key Employees and Directors, as amended (the
"Plan"), is effective as of December 9, 1996, subject to stockholder approval.
2.The last sentence of the first paragraph of Section 5 of the Plan is hereby
amended by deleting such sentence in its entirety and substituting in lieu
thereof a new sentence to read in its entirety as follows:
"The aggregate number of shares for which Options may be granted
under the Plan shall be seven million."
3.The third paragraph of Section 6 of the Plan is hereby amended by deleting
such paragraph in its entirety and substituting in lieu thereof a new
paragraph to read in its entirety as follows:
"Subject to the provisions of the Plan, the Committee shall have
full authority in its discretion to determine those Key Employees
to whom Options shall be granted and in each case the number of
shares to be subject to such Option, the date on which it is to be
granted, the Option price at which shares covered thereby may be
purchased (subject, however, to Section 9 of the Plan), whether it
is intended to be a Qualified Option or a Non-qualified Option, and
the other terms thereof; provided that no single Key Employee may
be granted Options for more than 200,000 shares of Common Stock
during any calendar year."
