REGISTRATION STATEMENT NO 333-
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INSO CORPORATION
(exact name of registrant as specified in its charter)
Delaware 04-3216243
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
31 ST. JAMES AVENUE, 11TH FLOOR
BOSTON, MASSACHUSETTS
(address of principal executive offices)
02116-4101
(Zip Code)
INSO CORPORATION 1996 STOCK INCENTIVE PLAN
(full title of the plan)
BRUCE G. HILL, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
INSO CORPORATION
31 ST. JAMES AVENUE, 11TH FLOOR
BOSTON, MASSACHUSETTS 02116-4101
(Name and address of agent for service of process)
(617) 753-6500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
Title of Amount to Proposed Proposed Amount of
securities be registered(1) maximum maximum registration
to be offering aggregate fee(2)
registered price per offering
unit(2) price(1)
Common Stock 2,000,000 $54.40 $108,800,000 $37,536
par value
$.01 per
share
______________________________________________________________________
(1) This Registration Statement also relates to an indeterminate
number of additional shares of Common Stock which may be
issuable as a result of stock splits, stock dividends or similar
transactions.
(2) The price per share, estimated solely for purposes of
calculating the registration fee pursuant to Rules 457 (c) and
(h), is based on the average of the high and low sales prices of
the Registrant's Common Stock as reported on the Nasdaq Stock
Market on June 21, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in
documents sent or given to participants in the 1996 Stock
Incentive Plan of INSO Corporation, formerly InfoSoft
International, Inc., a Delaware corporation (the "Company"),
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPOATION OF DOCUMENTS BY REFERENCE
The following documents of INSO Corporation, formerly InfoSoft
International, Inc. (the "Company" and the "Registrant") are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the Fiscal Year Ended
December 31, 1995 filed with the Commission on March 22, 1996.
(b) Quarterly Report on Form 10-Q for the Quarter Ended
March 31, 1996 filed with the Commission on May 3, 1996.
(c) The description of the common stock of the Registrant,
$.01 par value per share (the "Common Stock"), contained in a
registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock offered
hereby will be passed upon for the Company by Bruce G. Hill,
Esq., Vice President, General Counsel and Secretary of the
Company. As of June 26, 1996, Mr. Hill was the beneficial owner
of 2,815 shares of Common Stock and the holder of options to purchase 117,500
shares of Common Stock granted under the Company's 1993 Stock
Incentive Plan.
ITEM 6. IDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law empowers
a Delaware corporation to indemnify its officers and directors
and certain other persons to the extent and under the
circumstances set forth therein.
Article V of the By-laws of the Company provides for
indemnification of officers and directors of the Company and
certain other persons against liabilities and expenses incurred
by any of them in certain stated proceedings and under certain
stated conditions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration
Statement:
4.1 Restated Certificate of Incorporation of the Company,
dated June 21, 1996, defining the rights of security holders.
4.2 By-laws of the Company, dated November 10, 1993, as
amended,incorporated by reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 1995.
4.3 Specimen Stock Certificate of Common Stock of the Company,
incorporated by reference to Registration Statement No. 33-73996
on Form S-1 filed with the Commission January 12, 1994, as
amended by Amendment No. 1 thereto, filed with the Commission on
February 2, 1994, Amendment No. 2 thereto, filed with the
Commission on February 18, 1994, and Amendment No. 3 thereto,
filed with the Commission on March 1, 1994.
5 Opinion of Bruce G. Hill, Esq., Vice President, General
Counsel and Secretary, dated June 25, 1996.
23.1 Consent of Ernst & Young LLP, dated June 24, 1996.
23.2 Consent of Bruce G. Hill, Esq. (see Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(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; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-
8, and the information required 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 purposes 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.
2. The undersigned registrant hereby undertakes that, for
purposes of determining 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 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.
3. 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 Securities Act of 1933, as amended, 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 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.
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 City of Boston, Commonwealth of Massachusetts, on
June 26, 1996.
INSO CORPORATION
By /s/ Bruce G. Hill
--------------------
Bruce G. Hill
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints Steven R. Vana
Paxhia and Bruce G. Hill, and each of them, his true and
lawful attorneys-in-fact and agents with full powers of
substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by
the following persons in the capacities indicated on
June 26, 1996.
SIGNATURE
By /s/ Steven R. Vana-Paxhia
- -------------------------
Steven R. Vana-Paxhia
President, Chief Executive Officer and Director
(Principal Executive Officer)
By /s/ Betty J. Savage
- -------------------
Betty J. Savage
Vice President and Chief Financial Officer
(Principal Financial Officer)
By /s/Linda J. Barnes
- ------------------
Linda J. Barnes
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
By /s/ J.P. Barger
- ---------------
J. P. Barger
Director
By
- ------------------
Joseph A. Baute
Director
By /s/ Samuel H. Fuller
- -----------------------
Samuel H. Fuller
Director
By /s/ John Guttag
- ------------------
John Guttag
Director
By /s/ Stephen O. Jaeger
- ------------------------
Stephen O. Jaeger
Director
By /s/ Joanna Lau
- --------------------
Joanna Lau
Director
By /s/ Ray Stata
- ----------------
Ray Stata
Director
/s/ William J. Wisneski
- ------------------------
William J. Wisneski
Director
EXHIBIT INDEX
Exhibit Description
No.
4.1 Restated Certificate of Incorporation of the
Company, dated June 21, 1996, defining the rights of security holders.
4.2 By-laws of the Company, dated November 10, 1993, as
amended,incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended December
31, 1995.
4.3 Specimen for Certificate of Common Stock of the
Company,incorporated by reference to Registration Statement No. 33-
73996 on Form S-1 filed with the Commission on January 12, 1994,
as amended by Amendment No. 1 thereto, filed with the Commission on
February 2, 1994, Amendment No. 2 thereto, filed with the Commission on
February 18, 1994, and Amendment No. 3 thereto, filed with the Commission
on March 1, 1994.
5 Opinion of Bruce G. Hill, Esq., Vice President, General Counsel
and Secretary, dated June 25, 1996.
23.1 Consent of Ernst & Young LLP, dated June 24, 1996.
23.2 Consent of Bruce G. Hill, Esq. (see Exhibit 5).
24 Power of Attorney (included on the signature page of
this Registration Statement).
Exhibit 4.1
RESTATED
CERTIFICATE OFINCORPORATION
OF
INSO CORPORATION
The Corporation was originally incorporated under the name of InfoSoft
International, Inc. on November 10, 1993. This Restated Certificate of
Incorporation of INSO Corporation is hereby restated in its entirety
pursuant to Section 245 of the General Corporation Laws of the State of
Delaware.
ARTICLE I
NAME
The name of the Corporation is INSO Corporation.
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
ARTICLE III
PURPOSES
The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.
Certain terms used in this Restated Certificate of Incorporation are defined
in Section 3 of Article V hereof.
ARTICLE IV
CAPITAL STOCK
Section 1. Number of Shares.
The total number of shares of capital stock which the Corporation shall have
the authority to issue is fifty-one million (51,000,000) shares, of which
(a) fifty million (50,000,000) shares shall be common stock, par value
$0.01 per share (the "common stock") and (b) one million (1,000,000) shares
shall be preferred stock, par value $0.01 per share (the "preferred stock").
As set forth in this Article IV, the Board of Directors of the Corporation
(the "Board of Directors") is authorized from time to time to establish and
designate one or more series of preferred stock, to fix and determine the
variations in the relative rights and preferences as between the different
series of preferred stock in the manner hereinafter set forth in this Article
IV, and to fix or alter the number of shares comprising any such series and
the designation thereof to the extent permitted by law.
The number of authorized shares of the class of preferred stock may be
increased or decreased (but not below the number of shares outstanding) by
the affirmative vote of the holders of a majority of the common stock,
without a vote of the holders of the preferred stock unless a vote of any
such holders is required by law or pursuant to the certificate or
certificates establishing the class of preferred stock or this Restated
Certificate of Incorporation, as it may be amended from time to time.
Section 2. General.
No holder of any stock of the Corporation shall be entitled as such, as a
matter of right, to subscribe for or purchase any part of any new or
additional issue of stock of any class whatsoever of the Corporation, or of
securities convertible into stock of any class whatsoever, whether now or
hereafter authorized, or whether issued for cash or other consideration or
by way of dividend.
The designations, powers, preferences and rights of, and the qualifications,
limitations and restrictions upon, each class or series of stock shall be
determinedin accordance with, or as set forth below in, Sections 3,
4 and 5 of this Article IV.
Section 3. Preferred Stock.
Subject to any limitations prescribed by law, the Board of Directors or
any authorized committee thereof is expressly authorized to provide for the
issuance of the shares of preferred stock in one or more series of stock, and
by filing a certificate pursuant to applicable law of the State of Delaware,
to establish or change from time to time the number of shares to be included
in each such series, and to fix the designations, powers, preferences
and the relative, participating, optional or other special rights of the
shares of each series and any qualifications, limitations and restrictions
thereof. Any action by the Board of Directors or any authorized
committee thereof under this Section 3 shall require the affirmative
vote of a majority of the Directors then in office or a majority of
the members of such committee; provided, however, that if there is an
Interested Stockholder (as defined in Article V hereof) at the time of such
vote, such action shall also require (in addition to any other vote required
by law) the affirmative vote of a majority of the Continuing
Directors (as defined in Article V hereof) then in office. The Board of
Directors or any authorized committee thereof shall have the right to
determine or fix one or more of the following with respect to each
series of preferred stock:
(a) The distinctive serial designation and the
number of shares constituting such series;
(b) The dividend rates or the amount of dividend to
be paid on the shares of such series, whether
dividends shall be cumulative and, if so, from
which date or dates, the payment date or dates
for dividends, and the participating and other
rights, if any, with respect to dividends;
(c) The voting powers, full or limited, if any, of
the shares of such series;
(d) Whether the shares of such series shall be
redeemable and, if so, the price or prices at
which, and the terms and conditions on which,
such shares may be redeemed;
(e) The amount or amounts payable upon the shares of
such series and any preference applicable
thereto in the event of voluntary or
involuntary liquidation, dissolution or winding
up of the Corporation;
(f) Whether the shares of such series shall be
entitled to the benefit of a sinking or
retirement fund to be applied to the purchase
or redemption of such shares, and if so
entitled, the amount of such fund and the
manner of its application, including the price
or prices at which such shares may be redeemed or
purchased through the application of such fund;
(g) Whether the shares of such series shall be
convertible into, or exchangeable for, shares
of any other class or classes or of any other
series of the same or any other class or
classes of stock of the Corporation and, if so
convertible or exchangeable, the conversion
price or prices, or the rate or rates of
exchange, and the adjustments thereof, if any,
at which such conversion or exchange may be
made, and any other terms and conditions of
such conversion or exchange;
(h) The price or other consideration for which the
shares of such series shall be issued;
(i) Whether the shares of such series which are
redeemed or converted shall have the status of
authorized but unissued shares of preferred
stock (or series thereof) and whether such
shares may be reissued as shares of the same or
any other class or series of stock; and
(j) Such other powers, preferences, rights,
qualifications, limitations and restrictions
thereof as the Board of Directors may deem
advisable.
Section 4. Common Stock.
Subject to all of the rights, powers and preferences of the preferred stock
(or any similar stock), and except as provided by law or in this Article IV
(or in any certificate of designation of any series of preferred
stock) or by the Board of Directors pursuant to this Article IV:
(a) the holders of the common stock shall have the
exclusive right to vote for the election of
Directors and on all other matters requiring
stockholder action, each share being entitled
to one vote;
(b) dividends may be declared and paid or set apart
for payment upon the common stock out of any
assets or funds of the Corporation legally
available for the payment of dividends, but
only when and as declared by the Board of
Directors; and
(c) upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation,
the net assets of the Corporation shall be
distributed pro rata to the holders of the
common stock in accordance with their
respective rights and interests.
ARTICLE V
CERTAIN BUSINESS COMBINATIONS
Section 1. Vote Required for Certain Business Combinations.
A. Required Vote for Certain Business Combinations.
In addition to any affirmative vote required by law or by
this Restated Certificate of Incorporation, and except as
otherwise expressly provided in Section 2 of this Article V:
(i) any merger or consolidation of the
Corporation or any Subsidiary (as
hereinafter defined) with (a) any
Interested Stockholder (as hereinafter
defined) or (b) any other corporation or
entity (whether or not itself an
Interested Stockholder) which is, or after
such merger or consolidation would be, an
Affiliate (as hereafter defined) of any
Interested Stockholder; or
(ii) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in
one transaction or a series of
transactions) to or with any Interested
Stockholder or any Affiliate of any
Interested Stockholder of any assets of
the Corporation or any Subsidiary having
an aggregate Fair Market Value (as
hereinafter defined) of $5,000,000 or
more; or
(iii) the issuance or transfer by the
Corporation or any Subsidiary (in one
transaction or a series of transactions)
of any securities of the Corporation or
any Subsidiary to any Interested
Stockholder or any Affiliate of any
Interested Stockholder in exchange for
cash, securities or other property (or a
combination thereof) having an aggregate
Fair Market Value of $5,000,000 or more,
other than on a pro rata basis to all
holders of Voting Stock (as hereinafter
defined) of the same class held by the
Interested Stockholder pursuant to a
reclassification, stock split, stock
dividend or distribution of warrants or
rights, and other than in connection with
the exercise or conversion of securities
exercisable for or convertible into securities
of the Corporation or any Subsidiary (which securities
have been distributed pro rata to all holders of
Voting Stock); or
(iv) the adoption of any plan or proposal for
the Liquidation, dissolution or winding up
of the Corporation proposed by or on
behalf of any Interested Stockholder or
any Affiliate of any Interested
Stockholder; or
(v) any reclassification of securities
(including any reverse stock split), or
recapitalization of the Corporation, or
any merger or consolidation of the
Corporation with any of its Subsidiaries
or any other transaction (whether or not
with or into or otherwise involving any
Interested Stockholder) which has the
effect, directly or indirectly, of
increasing (by more than 1 %) the
proportionate share of the outstanding
shares of any class of equity or
convertible securities of the Corporation
or any Subsidiary which is directly or
indirectly owned by any Interested
Stockholder or any Affiliate of any
Interested Stockholder;
shall require, subject to Section 2 of this Article V, the affirmative
vote of the holders of at least two-thirds of the voting power of the
then outstanding Voting Stock (as hereinafter defined), voting together
as a single class at a duly constituted meeting of stockholders called
expressly for such purpose. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified for approval, by law.
B. Definition of "Business Combination." The term "Business Combination"
as used in this Article V shall mean any transaction which is referred
to in any one or more of clauses (i) through (v) of Paragraph A of this
Section 1 of Article V; provided, however, that the term "Business
Combination" shall not include any transaction which occurs on or prior
to the date of the closing of the initial public offering of shares of
common stock of the Corporation (the "IPO").
Section 2. When Higher Vote is Not Required.
The provisions of Section 1 of this Article V shall not be applicable to any
particular Business Combination, and such Business Combination shall require
only such affirmative vote, if any, as is required by law and any
other provision of this Restated Certificate of Incorporation, if all of the
conditions specified in either of the following Paragraphs A or B are met:
A. Approval by Continuing Directors. The Business
Combination shall have been approved by the affirmative
vote of a majority of the Continuing Directors then in
office.
B. Price and Procedure Requirements. All of the
following conditions shall have been met:
(i) The aggregate amount of cash and the Fair
Market Value as of the date of the
consummation of the Business Combination
of consideration other than cash to be
received per share by holders of common
stock in such Business Combination shall
be at least equal to the highest of the
following:
(a) (if applicable) the highest per share
price (including any brokerage
commissions, transfer taxes and
soliciting dealers' fees) paid by the
Interested Stockholder for any shares
of common stock acquired by it (1)
within the two-year period
immediately prior to and including
the first public announcement of the
proposal of the Business Combination
(the "Announcement Date") or (2) in
the transaction in which it became an
Interested Stockholder, whichever is
higher; and
(b) the Fair Market Value per share
of common stock on the Announcement
Date or on the date on which the
Interested Stockholder became an
Interested Stockholder (such latter
date is referred to in this Article V
as the "Determination Date"),
whichever is higher;
(ii) The aggregate amount of the cash and the
Fair Market Value as of the date of the
consummation of the Business Combination
of consideration other than cash to be
received per share by holders of shares of
any other class or series of outstanding
Voting Stock in such Business Combination,
if any, shall be at least equal to the
highest of the following (it being
intended that the requirements of this
Paragraph B(ii) shall be required to be
met with respect to every other class or
series of outstanding Voting Stock,
whether or not the Interested Stockholder
has previously acquired any shares of a
particular class or series of Voting
Stock):
(a) (if applicable) the highest per share
price (including any brokerage
commissions, transfer taxes and
soliciting dealers' fees) paid by the
Interested Stockholder for any shares
of such class or series of Voting
Stock acquired by it (1) within the
two-year period immediately prior to
and including the Announcement Date or (2) in
the transaction in which it
became an Interested Stockholder, whichever is
higher;
(b) (if applicable) the highest preferential
amount per share which the holders of
shares of such class or series of Voting
Stock are entitled to receive from the
Corporation in the event of any voluntary
or involuntary liquidation, dissolution
or winding up of the Corporation,
determined as of the date of the
consummation of the Business
Combination; and
(c) the Fair Market Value per share of such
class or series of Voting Stock on the
Announcement Date or on the
Determination Date, whichever is
higher;
(iii) The consideration to be received by
holders of a particular class or series of
outstanding Voting Stock shall be in cash or
in the same form as the Interested
Stockholder has previously paid for shares
of such class or series of Voting Stock. If
the Interested Stockholder has paid for
shares of any class or series of Voting
Stock with varying forms of consideration,
the form of consideration for such class or
series of Voting Stock shall be either cash
or the form used to acquire the
largest number of shares of such class or series
of Voting Stock previously acquired by such
Interested Stockholder;
(iv) After such Interested Stockholder has become
an Interested Stockholder and prior to the
consummation of such Business Combination: (a) there
shall have been (1) no failure to
declare and pay at regular dates therefor
the full amount of any dividends (whether or
not cumulative) payable on any series of
preferred stock, except as approved by the
affirmative vote of a majority of the
Continuing Directors, (2) no reduction in
the annual rate of dividends paid on the
common stock (except as necessary to reflect
any subdivision of the common stock), except
as approved by the affirmative Vote of a
majority of the Continuing Directors; and
(3) an increase in such annual rate of
dividends as necessary to reflect any
reclassification (including any reverse
stock split), recapitalization,
reorganization or any similar transaction
which has the effect of reducing the number
of outstanding shares of the common stock,
unless the failure so to increase such
annual rate is approved by the affirmative
vote of a majority of the Continuing
Directors; and (b) such Interested Stockholders
shall not have become the beneficial owner of
any additional shares of Voting Stock except
as part of the transaction which results in
such Interested Stockholder becoming an Interested
Stockholder;
(v) After such Interested Stockholder has become an
Interested Stockholder, such Interested Stockholder shall not
have received the benefit, directly or indirectly
(except proportionately as a stockholder), of any
loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax
advantages provided by the Corporation, whether in
anticipation of or in connection with such Business
Combination or otherwise, unless such transaction
shall have been approved or ratified by the
affirmative vote of a majority of the Continuing
Directors after such person shall have become an
Interested Stockholder; and
(vi) A proxy or information statement describing the
proposed Business Combination and complying with the
requirements of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), and the rules and
regulations thereunder (or any subsequent provisions
replacing such Act, rules and regulations) shall be
mailed to public stockholders of the Corporation by a
date determined by the Continuing Director (whether or
not such proxy or information statement is required to
be mailed pursuant to such Act, rules or regulations
or subsequent provisions thereof).
Section 3. Certain Definitions.
For the purposes of this Article V and Articles IV, VI, VII, IX,
X and XI of this Restated Certificate of Incorporation:
A. A "person" shall mean an individual, a Group
Acting in Concert, a corporation, a partnership, an association, a
joint stock company, a trust, a business trust, a government or
political subdivision, any unincorporated organization, or any other
association or entity.
B. "Interested Stockholder" shall mean any person who
or which:
(i) is the beneficial owner, directly or indirectly, of
15% or more of the voting power of the then
outstanding shares of Voting Stock; or
(ii) is an Affiliate of the Corporation and at any time
within the two-year period immediately prior to and
including the date in question was the beneficial
owner, directly or indirectly, of 15% or more of the
voting power of the then outstanding shares of Voting
Stock; or
(iii)is an assignee of or has otherwise succeeded to
the beneficial ownership of any shares of Voting Stock
which were at any time within the two-year period
immediately prior to and including the date in
question beneficially owned by any Interested
Stockholder, if such assignment or succession
shall have occurred in the course of a
transaction or series of transactions not
involving a public offering within the
meaning of the Securities Act of 1933 (or any
subsequent provisions replacing such Act or
the rules and regulations promulgated
thereunder) and such assignment or succession
was not approved by a majority of the
Continuing Directors; provided, however, that
the term "Interested Stockholder" shall not
include (a) the Corporation; (b) any
Subsidiary; (c) any employee stock ownership
or benefit plan or compensation arrangement
of the Corporation or any Subsidiary; (d) any
person holding shares of Voting Stock
organized, appointed or established by the
Corporation or any Subsidiary for or pursuant
to the terms of any such employee stock
ownership or benefit plan or compensation
arrangement; or (e) any Grandfathered Person
unless such Grandfathered Person becomes,
after the closing of the IPO, the beneficial
owner of more than the Grandfathered
Percentage of the Voting Stock then
outstanding. Any Grandfathered Person who
becomes, after the close of business on the
date of the closing of the IPO, the
beneficial owner of less than 15% of the
voting power of the then outstanding shares
of Voting Stock shall cease to be a
Grandfathered Person.
Notwithstanding the foregoing, no person shall become an "Interested
Stockholder" as the result of an acquisition of Voting Stock by the
Corporation which, by reducing the number of shares outstanding,
increases the proportionate voting power of the number of shares
beneficially owned by such person to 15% (or, if applicable, the
Grandfathered Percentage with respect to such person) or more of the
voting power of the then outstanding shares of Voting Stock,
provided, however, that if a person shall become the beneficial owner
of 15% (or, if applicable, the Grandfathered Percentage with respect to
such person) or more of the voting power of the then outstanding shares
of Voting Stock by reason of share purchases by the Corporation
and shall, after such share purchases by the Corporation,
become the beneficial owner of any additional shares of
Voting Stock of the Corporation (other than any shares of
Voting Stock issued to such person as a result of a stock
dividend, stock split, reclassification, recapitalization, or other
similar transaction involving the issuance of shares of Voting Stock
on a pro rata basis to all holders of Voting Stock), then
such person shall be deemed to be an "Interested
Stockholder" if immediately thereafter the voting power of
the shares of Voting Stock beneficially owned by such
person equals or exceeds 15% (or in the case of a
Grandfathered Person, the Grandfathered Percentage with
respect to such person) or more of the voting power of all
of the shares of Voting Stock then outstanding.
C. A person shall be deemed the "beneficial owner"
of, and shall be deemed to beneficially own, any Voting
Stock:
(i) which such person or any of such person's
Affiliates or Associates, directly or
indirectly, beneficially owns (as
determined pursuant to Rule 13d-3 of the
Rules and Regulations promulgated by the
Securities and Exchange Commission under
the 1934 Act); or
(ii) which such person or any of such person's
Affiliates or Associates, directly or
indirectly, has or shares with respect to
the Voting Stock
(a) the right to acquire, or direct the
acquisition of (whether such right is exercisable
immediately, or only after the passage of
time or upon the satisfaction of any conditions,
or both), Voting Stock pursuant to any agreement,
arrangement, understanding or otherwise (whether or
not in writing) (other than customary
arrangements with and between underwriters and selling
group members with respect to a bona
fide public offering of securities) or upon the
exercise of conversion rights, exchange rights,
warrants or options, or otherwise; provided, however,
that a person shall not be deemed the "beneficial owner"
of, or to "beneficially own," securities
tendered pursuant to a tender or exchange offer made by
or on behalf of such person or any of such person's
Affiliates or Associates until such tendered securities
are accepted for purchase or exchange;
b) the right to vote, or to direct the voting of, such
Voting Stock pursuant to any agreement, arrangement,
understanding or otherwise (whether or not in writing)
(provided that a person shall not be deemed to be the
beneficial owner of any securities if the
agreement, arrangement or understanding to vote such
security arises solely from a revocable proxy given in
response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the Rules and
Regulations promulgated under the 1934 Act (or
any comparable or successor report)); or
(c) the right to dispose of, or to direct the
disposition of, the Voting Stock
pursuant to any agreement, arrangement,
understanding or otherwise (whether or
not in writing) (other than customary
arrangements with and between
underwriters and selling group members
with respect to a bona fide public offer
of securities); or
(iii) which is beneficially owned, directly or
indirectly, by any other person (or any
Affiliate or Associate thereof) with which
such person or any of such person's
Affiliates or Associates has any agreement,
arrangement, understanding or otherwise
(whether or not in writing) (other than customary
arrangements with and between underwriters and selling
group members with respect to a bona fide
public offering of securities) for the
purpose of acquiring, holding, voting (except
pursuant to a revocable proxy described in
Clause C (ii)(b) above) or disposing of any
shares of Voting Stock.
provided, however, that (1) no person engaged in business as an
underwriter of securities shall be deemed the beneficial owner of any
securities acquired through such person's participation as an
underwriter in good faith in a firm commitment underwriting until the
expiration of 40 days after the date of such acquisition and (2) no
person who is a director or an officer of the Corporation shall be
deemed, solely as a result of his or her position as director or officer
of the Corporation, the beneficial owner of any securities of the
Corporation that are beneficially owned by any other director or officer
of the Corporation.
D. Notwithstanding anything in the definition of beneficial owner to
the contrary, the phrase "then outstanding," when used with
reference to a person's beneficial ownership of securities of the
Corporation, shall mean the number of such securities then issued
and outstanding together with the number of such securities not
then actually issued and outstanding which such person would be
deemed to own beneficially hereunder.
E. "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of
the General Rules and Regulations under the 1934 Act (or any
subsequent provisions replacing the 1934 Act or the rules
and regulations promulgated thereunder); provided, however,
that no person who is a director or officer of the
Corporation shall be deemed an Affiliate or an Associate of
any other director or officer of the Corporation solely as a
result of his or her position as a director or officer of
the Corporation.
F. "Subsidiary" means any corporation, partnership or
other legal entity of which a majority of any class of
equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the
definition of Interested Stockholder set forth in Paragraph
B of this Section 3, the term "Subsidiary" shall mean only a
corporation, partnership or other lead entity of which a
majority of each class of equity security is owned, directly
or indirectly, by the Corporation.
G. "Continuing Director" means (i) any member of the
Board of Directors who is not an Interested Stockholder or
an Affiliate or Associate of an Interested Stockholder was a
member of the Board of Directors prior to the time that the
Interested Stockholder became an Interested Stockholder and
(ii) any person who subsequently becomes a member of the
Board of Directors who is not an Associate or Affiliate of
an Interested Stockholder and in connection with his or her
initial assumption of office is recommended for appointment
or election by the affirmative vote of a majority of the
Continuing Directors.
H. "Fair Market Value" means:
(i) in the case of stock, the highest closing
sale price during the 30-day period
immediately prior to and including the date in
question of a share of such stock on the principal
United States securities exchange registered
under the 1934 Act (or any subsequent
provisions replacing such Act or the rules
and regulations promulgated thereunder) on
which such stock is listed, or, if such
stock is not listed on any such exchange,
the highest closing bid quotation with
respect to a share of such stock during the
30 day period immediately prior to and
including the date in question on the
National Association of Securities Dealers
Automated Quotation System or any comparable
system then in use, or if no such quotations
are available, the fair market value on the
date in question of a share of such stock as
determined by the affirmative vote of a
majority of the Continuing Directors of the
Board of Directors in good faith; and
(ii) in the case of property other than cash or
stock, the fair market value of such
property on the date in question as
determined by an affirmative vote of a
majority of the Continuing Directors of the
Board of Directors in good faith.
I. "Group Acting in Concert" shall mean persons
seeking to combine or pool their voting or other interests
in the securities of the Corporation for a common purpose,
pursuant to any contract, understanding, relationship,
agreement or other arrangement, whether written, oral or
otherwise, or any "group of persons" as defined under
Section 13(d) of the 1934 Act (or any subsequent provisions
replacing the 1934 Act or the rules and regulations
promulgated thereunder). When persons act together for any
such purpose, their group is deemed to have acquired their
stock.
J. In the event of any Business Combination in which
the Corporation survives, the phrase "consideration other
than cash to be received" as used in Paragraphs B(i) and
(ii) of Section 2 of this Article V shall include the
shares of common stock and/or the shares of any other class
or series of outstanding Voting Stock retained by the
holders of such shares.
K. "Voting Stock" shall mean the outstanding shares
of all classes and series of capital stock of the
Corporation entitled, at the time, to vote generally in the
election of Directors.
L. "Grandfathered Percentage" shall mean, with respect
to any Grandfathered Person, the percentage of the voting
power of the then outstanding shares of Voting Stock that
such Grandfathered Person beneficially owns as of the
close of business on the date of the closing of the IPO
plus an additional two (2) percentage points of the
outstanding voting power of the Voting Stock; provided,
however, that in the event the underwriters exercise their
over-allotment option in connection with the IPO, the
Grandfathered Percentage shall, from and after the close of
such overallotment option, mean, with respect to any
Grandfathered Person, the percentage of the voting power of
the then outstanding shares of Voting Stock that such
Grandfathered Person beneficially owns as of the close of
business on the date of the closing of the overallotment option
plus an additional two (2) percentage points of the outstanding
voting power of the Voting Stock, and provided, further,
that, in the event any Grandfathered Person shall sell,
transfer, or otherwise dispose of any outstanding shares of
Voting Stock after the close of business on the date of the
closing of the IPO, the Grandfathered Percentage shall,
subsequent to such sale, transfer or disposition, mean,
with respect to such Grandfathered Person, the lesser of
(i) the Grandfathered Percentage as in effect immediately
prior to such sale, transfer, or disposition or (ii) the
percentage of the voting power of the then outstanding
shares of Voting Stock that such Grandfathered Person
beneficially owns immediately following such sale, transfer
or disposition plus an additional two percentage points of
the outstanding voting power of the Voting Stock.
M. "Grandfathered Person" shall mean any Person who
or which, together with all Affiliates and Associates of
such Person, is, as of the close of business on the date of
the closing of the IPO, the beneficial owner of 15% or more
of the voting power of the then outstanding Vote Stock at
such time.
N. The term "voting power" shall mean, with respect
to each outstanding share of capital stock of the
Corporation, the number of votes which a holder of such
share shall be entitled, at the time, to vote generally in
the election of Directors.
Section 4. Powers of the Board of Directors.
A majority of the Directors of the Corporation, unless there is an
Interested Stockholder, in which case a majority of the Continuing Directors
then in office, shall have the power to determine for the purposes of this
Article V, on the basis of information known to them after
reasonable inquiry, (i) whether a person is an Interested Stockholder,
(ii) the number or percentage of shares of Voting Stock or other
equity securities beneficially owned by any person, (iii)
whether a person is an Affiliate or Associate of, or is affiliated or
associated with, another person, (iv) whether the assets which are the
subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the Corporation
or any Subsidiary in any Business Combination has, an aggregate Fair Market
Value of $5,000,000 or more, (v) whether the requirements of Section 2 of
this Article V have been met with respect to any Business Combination, and
(vi) any other matters of interpretation arising under this Article V.
The good faith determination by the affirmative vote of a majority of the
Directors or, if there is an Interested Stockholder, by the affirmative vote
of a majority of the Continuing Directors then in office, on such matters
shall be conclusive and binding for all purposes of this Article V.
Section 5. No Effect on Fiduciary Obligations of Interested
Stockholders. Nothing contained in this Article V shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by
law.
ARTICLE VI
STOGKHOLDER ACTION
No action that is required or permitted to be taken by the stockholders of
the Corporation at any annua1 or special meeting of stockholders may be
effected by written consent of stockholders in lieu of a meeting of
stockholders, unless the action to be effected by written consent of
stockholders and the taking of such action by such written consent have
expressly been approved in advance by the Board of Directors. Except as
otherwise required by law and subject to the rights of the holders of any
series of preferred stock, special meetings of the stockholders of
the Corporation may be called only by (i) the Board of Directors pursuant
to a resolution approved by the affirmative vote of any two of the Directors
then in office; (ii) the Chairman of the Board, if one is elected;
or (iii) the Vice Chairman of the Board, if one is elected and in the case
of the death, absence, incapacity or refusal of the Chairman of the Board;
provided, however, that, if at the time of any such call there is an
Interested Stockholder, such call shall also require the affirmative vote of
a majority of the Continuing Directors then in office. Only those matters set
forth in the notice of the special meeting may be considered or acted upon at
a special meeting of stockholders of the Corporation, unless otherwise
provided by law. Advance notice of any matters or nominations which
stockholders intend to propose for action at an annual meeting shall be
given in the manner provided in the By Laws.
ARTICLE VII
DIRECTORS
Section 1. General.
The business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors except as otherwise provided herein or
required by law.
Section 2. Election of Directors.
Election of Directors need not be by written ballot unless the By-Laws of
the Corporation shall so provide.
Section 3. Number and Terms of Directors.
Except as otherwise fixed pursuant to the provisions of Article IV hereof
relating to the rights of the holders of any series of preferred stock to
elect Directors, the number of Directors of the Corporation shall be fixed
from time to time by a resolution adopted by the majority of
Directors then in office. The Directors, other than those who may be elected
by the holders of any series of preferred stock, shall be classified, with
respect to the term for which they severally hold office, into three
classes, as nearly equal in number as possible. One class of Directors shall
be initially elected for a term expiring at the annual meeting of
stockholders to be held in 1994, another class shall be initially elected
for a term expiring at the annual meeting of stockholders to be held in 1995,
and another class shall be initially elected for a term expiring at the annual
meeting of stockholders to be held in 1996. Members of each class shall hold
office until their successors are elected and qualified or until their
earlier resignation or removal. At each succeeding annual meeting of the
stockholders of the Corporation, the successors of the class of Directors
whose term expires at that meeting shall be elected by a plurality vote of
all votes cast at such meeting to hold office for a term expiring at the
annual meeting of stockholders held in the third year following
the year of their election.
Notwithstanding the foregoing, whenever, pursuant to the provisions of
Article VII of this Restated Certificate of Incorporation, the holders of
any one or more series of preferred stock shall have the right, voting
separately as a series or together with holders of other such series, to
elect Directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of the Restated Certificate of
Incorporation and the Certificate of Designations applicable thereto, and
such Directors so elected shall not be divided into classes pursuant to this
Section 3 unless expressly provided by such terms.
Section 4. Stockholder Nominations of Director Candidates.
Advance notice of nominations for the election of Directors, other than by
the Board of Directors or a committee thereof, shall be given in the manner
provided in the By-Laws.
Section 5. Vacancies.
Except as otherwise fixed pursuant to the provisions of Article IV hereof
relating to the rights of the holders of any series of preferred stock to
elect Directors, any vacancy occurring in the Board of Directors, including
any vacancy created by reason of an increase in the number of Directors or
resulting from death, resignation, disqualification, removal or other causes,
shall be filled solely by the affirmative vote of a majority of the
remaining Directors then in office, even though less than a quorum of the
Board of Directors; provided, however, that, if there is an Interested
Stockholder at the time of such vote, the filling of such vacancy shall also
require the affirmative vote of a majority of the Continuing Directors
then in office. Any Director appointed in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class
of Directors in which the new directorship was created or the vacancy
occurred and until such Director's successor shall have been duly elected and
qualified or until his or her earlier resignation or removal. When the
number of Directors is increased or decreased, the Board of Directors shall
determine the class or classes to which the increased or decreased number of
Directors shall be apportioned. No decrease in the number of
Directors shall shorten the term of any incumbent Director. In
the event of a vacancy in the Board of Directors, the remaining
Directors, except as otherwise provided by law, may exercise the
powers of the full Board of Directors until the vacancy is filled.
Section 6. Removal.
Subject to the rights, if any, of any series of preferred stock to elect
Directors and to remove any Director whom the holders of such stock have the
right to elect, any Director (including persons elected by Directors
to fill vacancies in the Board of Directors) may be removed from office only
with cause and shall require, in addition to any other vote required by law,
the affirmative vote of at least two-thirds of the total votes which should
be eligible to be cast by stockholders in the election of such
Director only at a duly constituted meeting of stockholders called expressly
for such purpose. A Director may not be removed from office without cause.
At least 30 days prior to any meeting of stockholders at which it is proposed
that any Director be removed from office, written notice shall be sent to
the Director whose removal will be considered at the meeting.
ARTICLE VIII
LIMITATION OF LIABILITY
A Director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the General Corporation
Law of the State of Delaware; or (iv) for any transaction from which
the Director derived an improper personal benefit. If the General Corporation
Law of the State of Delaware is amended after the effective date of the
Restated Certificate of Incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a Director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of the
State of Delaware, as so amended.
Any repeal or modification of this Article VIII (i) by
the stockholders of the Corporation or (ii) by an amendment
to the General Corporation Law of the State of Delaware
shall not adversely affect any right or protection existing
at the time of such repeal or modification with respect to
any acts or omissions occurring before such repeal or
modification of a person serving as a Director at the time
of such repeal or modification.
ARTICLE IX
STANDARDS FOR BOARD OF DIRECTORS' EVALUATION OF OFFERS OR PROPOSALS
The Board of Directors, when evaluating any offer or
proposal of any person to (i) make a tender or exchange
offer for any equity security of the corporation or any
Subsidiary; (ii) merge or consolidate the Corporation or
any Subsidiary with another person; or (iii) purchase or
otherwise acquire all or substantially all of the
properties and assets of the Corporation or any
Subsidiary, may, in connection with the exercise of its
judgment in determining what is in the best interests of
the Corporation and its stockholders, give due
consideration to all relevant factors, including without
limitation, (a) the social and economic effects of
acceptance of such offer or proposal on the employees of
the Corporation and its Subsidiaries, the suppliers,
creditors, and customers of the Corporation and its
Subsidiaries, and the state, region, and communities in
which the Corporation and its Subsidiaries operate and are
located, and (b) the long-term and short-term interests
of the Corporation and its stockholders, including the
possibility that these interests may be best served by the
continued independence of the Corporation.
ARTICLE X
AMENDMENT OF BY-LAWS
The Board of Directors shall have the power to adopt, alter, amend and
repeal the By-Laws of the Corporation. Any ByLaws of the Corporation
adopted, altered, amended or repealed by the Directors under the powers
conferred hereby may be altered, amended or repealed by the Directors or by
the stockholders. Notwithstanding the foregoing or any other provisions of
this Restated Certificate of Incorporation or the By-Laws of the
Corporation to the contrary, such action by the Board of Directors shall
require the affirmative vote of at least two-thirds of the Directors then in
office. Notwithstanding the foregoing or any other provisions of this
Restated Certificate of Incorporation or the By-Laws of the Corporation to
the contrary, any action by the stockholders to alter, amend or
repeal the By-Laws of the Corporation shall require, in addition to any
other vote required by law, the affirmative vote of at least two-thirds of
the total votes eligible to be cast by holders of Voting Stock with respect
to such alteration, amendment or repeal, voting together as a single class,
only at a duly constituted meeting of stockholders called expressly for such
purpose.
ARTICLE XI
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Corporation reserves the right to repeal, alter or amend this Restated
Certificate of Incorporation in the manner now or hereafter prescribed by
statute and this Restated Certificate of Incorporation, and all rights
conferred upon stockholders herein are granted subject to this reservation.
No repeal, alteration or amendment of this Restated Certificate of
Incorporation shall be made unless the same is first approved by the
Board of Directors pursuant to a resolution adopted by the affirmative vote
of a majority of the Directors then in office, and thereafter approved by
the stockholders; provided, however, that if, at any time within the sixty
day period immediately preceding the meeting at which the stockholder vote is to
be taken, there is an Interested Stockholder, such repeal, alteration or
amendment shall also require, in addition to any other vote required by law,
the affirmative vote of a majority of the Continuing Directors then in
office, prior to approval by the stockholders. Whenever any vote of the
holders of Voting Stock is required, and in addition to any other vote of
holders of Voting Stock that is required by law, the affirmative vote of the
holders of at least two- thirds (or such greater proportion as may be
required by law) of the total votes eligible to be cast by holders of Voting
Stock with respect to such repeal, alteration or amendment, voting
together as a single class, at a duly constituted meeting of stockholders
called expressly for such purpose shall be required to repeal, alter or
amend any provision of, or adopt any provisions inconsistent with, any
provision of this Article XI, Sections 2, 3 and 4 of Article IV, Article V,
Article VI, Article VII, Article VIII, Article IX or Article X.
THE UNDERSIGNED Secretary, pursuant to the General Corporation Law of the
State of Delaware, does hereby make this certificate, hereby declare and
certifying under penalties of perjury that the facts herein stated are true,
and accordingly he has hereunto set his hand this 21st day of June, 1996.
/s/ Bruce G. Hill
_________________________________
Bruce G. Hill
Secretary
Exhibit 5
June 25, 1996
The Board of Directors of INSO Corporation
31 St. James Avenue
Boston, MA 02116-4101
Ladies and Gentlemen:
I furnish you with this opinion to be filed as an exhibit to a
Registration Statement on Form S-8 (the "Registration Statement"), to be filed
with the Securities and Exchange Commission by INSO Corporation, a Delaware
corporation (the "Company"), on June 26, 1996, with respect to the
registration, under the Securities Act of 1933, as amended, of 2,000,000
shares (the "Shares") of common stock, par value $.01 per
share ("Common Stock"), reserved for issuance under the Company's
1996 Stock Incentive Plan (the "Plan").
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of
such documents, certificates and corporate or other records and
instruments as I have deemed necessary or appropriate for purposes
of this opinion, including, among others, (a) the Restated
Certificate of Incorporation, and By-Laws of the Company, as
amended, (b) the Plan and (c) resolutions of the Board of Directors and the
stockholders of the Company approving the Plan and reserving a total of
2,000,000 shares of Common Stock for issuance under the Plan.
In my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents
submitted to me as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to any
facts material to the opinions expressed herein which I did not
independently establish or verify, I have relied upon oral or
written statements and representations of officers and other
representatives of the Company. I am admitted to the Bar of the
Commonwealth of Massachusetts, and I express no opinion as to the
laws of any jurisdiction other than the General Corporation Law of
the State of Delaware.
Based upon and subject to the foregoing, and assuming that (a) the
Registration Statement remains effective on the date any Share is
issued, (b) that the Shares are issued and paid for in accordance
with the terms of the Plan and (c) that the Shares are issued in
accordance with all applicable securities laws, I am of the opinion
that, when issued and sold by the Company as provided in the Plan,
the Shares will be legally issued, fully paid and nonassessable
shares of Common Stock.
I consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion is furnished to you solely
for such use and is not to be used, circulated, quoted or otherwise
used without my express written permission.
Very truly yours,
/s/Bruce G. Hill
- ----------------
Bruce G. Hill
General Counsel
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the INSO Corporation 1996 Stock
Incentive Plan of our report dated February 1, 1996, with respect
to the consolidated financial statements and schedule of INSO
Corporation included in the Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Boston, Massachusetts
June 24, 1996
