Registration No. 333-_____________
As filed with the Securities and Exchange Commission on November 23,
1998
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
incorporation or organization) Identification No.)
31 St. James Avenue, 11th Floor
Boston, Massachusetts
(Address of Principal Executive Offices)
02116-4101
(Zip Code)
INSO CORPORATION
1993 STOCK PURCHASE 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)
(617) 753-6500
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee <F2>
registered <F1> price per offering
unit <F2> price <F1>
- --------------------------------------------------------------------
Common 250,000 $23.625 $5,906,250 $1,641.94
Stock
par value
$.01 per
share
<FN>
<F1> 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.
<F2> 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 November 17, 1998.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement registers additional securities of the same class
as other securities for which the Registration Statement No. 33-77302 on
Form S-8 as filed with the Securities and Exchange Commission (the
"Commission") on April 4, 1994 is effective. Pursuant to General
Instruction E of Form S-8, the contents of the above listed
Registration Statement are hereby incorporated by reference herein.
Item 3. Incorporation of Documents by Reference
In addition to the documents incorporated by reference in Item 3 of
Registration Statement No. 33-77302 on Form S-8, the following document
filed with the Commission is incorporated by reference in this Registration
Statement:
Rights Agreement, dated as of July 11, 1997, between the Company and State
Street Bank & Trust Company, as Rights Agent, incorporated by reference to
the Company's Current Report on Form 8-K filed pursuant to the Securities
Exchange Act of 1934 on July 16, 1997.
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 November 17, 1998, Mr. Hill was the
beneficial owner of 90,244.98 shares of Common Stock (including options
exercisable within 60 days to purchase 64,500 shares of Common Stock) and
the holder of options to purchase 122,000 shares of Common Stock granted
under the Company's 1993 Stock Incentive Plan and 1996 Stock Incentive Plan.
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,
incorporated by reference to Exhibit 4.1 to Registration Statement Number
333-06845 on Form S-8 filed with the Commission on June 26, 1996.
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 Speciman 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 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.
4.4 Rights Agreement, dated July 11, 1997, by and between the Company and
State Street Bank & Trust Company, as Rights Agent, incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form
8-K filed with the Commission on July 16, 1997.
5 Opinion of Bruce G. Hill, Esq., Vice President, General Counsel and
Secretary, dated November 23, 1998.
23.1 Consent of Ernst & Young LLP, dated November 17, 1998.
23.2 Consent of Bruce G. Hill, Esq. (see Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration
Statement).
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
November 23, 1998.
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 November 23, 1998.
Signature
Capacity
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/ Patricia A. Michaels
----------------------
Patricia A. Michaels Assistant Vice President and Controller
(Principal Accounting Officer)
By __________________
J.P. Barger Director
By /s/ Joseph A. Baute
-------------------
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 Shepard
--------------
Ray Shepard Director
By /s/ Ray Stata
------------
Ray Stata Director
By /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, incorporated by reference to Exhibit 4.1 to
Registration Statement Number 333-06845 on Form S-8
filed with the Commission on June 26, 1996.*
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 Speciman 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 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.*
4.4 Rights Agreement, dated July 11, 1997, by and between the
Company and State Street Bank & Trust Company, as
Rights Agent, incorporated by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K filed with the
Commission on July 16, 1997.*
5 Opinion of Bruce G. Hill, Esq., Vice President, General
Counsel and Secretary, dated November 23, 1998.
23.1 Consent of Ernst & Young LLP, dated November 17, 1998.
23.2 Consent of Bruce G. Hill, Esq. (see Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
* INCORPORATED HEREIN BY REFERENCE.
</TABLE>
Exhibit 5
November 23, 1998
Inso Corporation
31 St. James Avenue
Boston, MA 02116-4101
Re: Registration Statement on Form S-8 Relating to the
1993 Stock Purchase Plan Filed on November 23, 1998
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 November 23, 1998, with respect to the
registration, under the Securities Act of 1933, as amended, of
an additional 250,000 shares (the "Shares") of common stock, par value $.01
per share ("Common Stock"), reserved for issuance under the Company's 1993
Stock Purchase Plan, as amended (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, (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 450,000 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 1993 Stock
Purchase Plan of our report dated January 30, 1998, except for Note
13, as to which the date is March 12, 1998, 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, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
November 17, 1998
