REGISTRATION 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 NON-EMPLOYEE DIRECTOR 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
- ----------------------------------------------------------------------------
Titles of Amount to be Proposed maximum Proposed maximum Amount of
securities registered(1) offering price aggregate registration
to be per unit(2) offering price(1) fee(2)
registered
- ----------------------------------------------------------------------------
Common 250,000 $54.40 $13,600,000 $4,692
Stock
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 Non-employee Director
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. INCORPORATION 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. INDEMNIFICATION 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 or her 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.
SIGNATURES
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 T. Lau
- --------------------
Joanna T. Lau
Director
By /s/ Ray Stata
- ----------------
Ray Stata
Director
/s/ William J. Wisneski
- ----------------------
William J. Wisneski
Director
EXHIBIT INDEX
Exhibit
No. Description
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 OF INCORPORATION
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
determined in 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
Grandfathere 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), such 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 Voting 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 Pair 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 By-Laws 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.
By /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 the
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, with respect to the
registration, under the Securities Act of 1933, as amended, of
250,000 shares (the "Shares") of common stock, par value $.01 per share
("Common Stock"), reserved for issuance under the Company's 1996
Non-employee Director 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
250,000 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 Non-employee Director 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
