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 02116-4101
(Address of Principal Executive Offices) (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)
(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 3,000,000 $23.625 $70,875,000 $19,703.25
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. 333-06845 on
Form S-8 as filed with the Securities and Exchange Commission (the
"Commission") on June 26, 1996 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. 333-06845 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.
4.5 Form of Incentive Stock Option Agreement under the 1996 Stock
Incentive Plan, as amended.
4.6 Form of Non-Qualified Stock Option Agreement under the 1996 Stock
Incentive Plan, as amended.
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.*
4.5 Form of Incentive Stock Option Agreement under the 1996
Stock Incentive Plan, as amended.
4.6 Form of Non-Qualified Stock Option Agreement under the
1996 Stock Incentive Plan, as amended.
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 4.5
INSO CORPORATION
Incentive Stock Option Agreement
Under the Inso Corporation 1996 Stock Incentive Plan
Optionee: [ ]
Date: [ ]
Pursuant to the terms of its 1996 Stock Incentive Plan (the "Plan"), Inso
Corporation, a Delaware corporation (the "Company"), hereby grants to [ ]
(the "Optionee") an option (the "Option") to purchase up to [ ] shares
(the "Option Shares") of the common stock, par value $.01 per share, of the
Company (the "Common Stock") at a purchase price of [$ ] per Option
Share, on the terms and conditions set forth herein and in the Plan.
It is intended that this Option shall be an incentive stock option as defined
in Section 422 of the Internal Revenue Code of 1986, as amended and any
regulations promulgated thereunder (the "Code").
1. Term. The Option shall be exercisable, in whole or in part, on or prior
to [ ] (the "Expiration Date").
2. Vesting Schedule. Subject to the provisions of Sections 5, 6 and 7 hereof
and the discretion of the Board (as such term is defined in the Plan) to
accelerate the vesting of the Option, this Option shall become vested and
exercisable with respect to the following percentages of Option Shares as
set forth below:
Date Percentage of Option Shares Number of Option Shares
Available for Purchase Available for Purchase
3. Procedures for Exercise. The Option may be exercised by the Optionee from
time to time prior to the Expiration Date by delivering a written notice in
the form attached to this Agreement as Exhibit A (each, an "Exercise Notice"),
to the person designated thereon, specifying the number of Option Shares to be
purchased. Payment of the purchase price for the Option Shares may, at the
Optionee's election, be made in cash or check in an amount equal to the
exercise price of such Options, or by (a) delivery of shares of Common Stock
owned by the Optionee for at least six months (or such shorter period as is
approved by the Board), valued at their Fair Market Value (as defined in the
Plan), (b) delivery of a promissory note of the Optionee to the Company on
terms determined by the Board, (c) delivery of an irrevocable undertaking by a
broker to deliver promptly to the Company sufficient funds to pay the exercise
price or delivery of irrevocable instructions to a broker to deliver promptly
to the Company cash or a check sufficient to pay the exercise price, (d)
payment of such other lawful consideration as the Board may determine, or
(e) any combination of the foregoing.
The Company's obligation to consummate the transaction contemplated by the
Exercise Notice shall be subject to the Company's receipt of full payment for
the Option Shares to be purchased thereunder and any other agreement, document
or instrument or other evidence as the Company may require to establish that
the issuance of Option Shares to the Optionee pursuant to the Plan and any
subsequent resale of such Option Shares shall comply with any applicable
law or regulation.
Certificates for Option Shares may be issued in the name of the Optionee
jointly with another person or in the name of an executor or administrator of
the Optionee's estate upon request.
Notwithstanding any other provision hereof or of the Plan, no portion of this
Option shall be exercisable after the Expiration Date.
4. Non-transferability of Option. This Option shall not be transferable by
the Optionee otherwise than by will or by laws of descent and distribution and
this Option shall be exercisable, during the Optionee's lifetime, only by the
Optionee.
5. Continuous Relationship with the Company Required. Except as otherwise
provided in Section 6, this Option may not be exercised unless the Optionee,
at the time he or she exercises this Option, is, and has been at all times
since the date of grant of this Option, an employee, officer or consultant or
advisor to, the Company or any parent or subsidiary of the Company as
defined in Section 424(e) or (f) of the Code.
6. Termination of Service. If the Optionee ceases to be employed by the
Company, the period within which to exercise the Option shall terminate three
months after the date of such cessation or the Expiration Date, whichever is
earlier, and such Option shall be exercisable through such date as to the
Option Shares which were available for purchase on the date the Optionee
ceased to be employed by the Company; provided, however, that if the
Optionee becomes disabled (within the meaning of Section 22(e)(3) of the
Code) or dies, any Option granted to an Optionee and outstanding on the date
of his or her death or disability may be exercised by the legal
representative, guardian or Designated Beneficiary (as defined in the Plan)
of the Optionee or the Optionee for a period of one
year from the date of death or disability or until the Expiration Date,
whichever is earlier.
7. Change in Control. Notwithstanding the provisions of paragraph 2, in the
event of a Change in Control (as defined in the Plan) the Option shall become
automatically exercisable in full.
8. Option Shares. The Option Shares are shares of the Common Stock of the
Company as constituted on the date of this Option was granted (including any
grant subject to a condition subsequent), subject to adjustment as provided
in Section 5(b) of the Plan.
9. No Special Rights. This Option does not confer upon the Optionee any
right with respect to continuation of employment by the Company or any of its
subsidiaries. The Company expressly reserves the right at any time to dismiss
the Optionee free from any liability or claim under the Plan.
10. Rights as a Stockholder. The Optionee shall have no right as a
stockholder with respect to any Option Share unless and until a certificate
representing such Option Share is duly issued and delivered to the Optionee.
Except as expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to
the date such stock certificate is issued.
11. Tax Withholding. No shares will be issued pursuant to the exercise of this
Option unless and until the Optionee pays to Company or makes arrangements
with the Company, including, but not limited to, the option to satisfy the
tax withholding with shares of Common Stock, in accordance with Section 10
of the Plan regarding the payment of any federal, state or local taxes
required to be withheld with respect to such income. In the Board's
discretion, and subject to such conditions as the Board may
establish, such tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the exercise of the Option
creating the tax obligation, valued at their Fair Market Value.
12. The Plan. In the event of any conflict or inconsistency between the
terms of this Option and the Plan, the terms and conditions of the Plan shall
control.
13. Delivery of Shares; Compliance With Securities Laws, Etc.
(a) General. The Company shall, upon payment of the option price for the
number of Option Shares purchased and paid for, make prompt delivery of
such Option Shares to the Optionee, provided that if any law or regulation
requires the Company to take any action with respect to such Option Shares
before the issuance thereof, then the date of delivery of such Option Shares
shall be extended for the period necessary to complete such action.
(b) Listing, Qualification, Etc. This Option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject hereto upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, or that the disclosure of
non-public information or the satisfaction of any other condition is
necessary as a condition of, or in connection with, the issuance or purchase
of shares hereunder, this Option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval,
disclosure or satisfaction of such other condition shall have been effected or
obtained on terms acceptable to the Board. Nothing herein shall be deemed to
require the Company to apply for, effect or obtain such listing,
registration, qualification or disclosure, or to satisfy such other condition.
13. Disqualifying Disposition. If the Optionee disposes of Option Shares
acquired upon exercise of this Option within two years from the date of grant
of this Option or one year after such Option Shares were acquired pursuant to
exercise of this Option, the Optionee shall notify the Company in writing
of such disposition.
14. Miscellaneous. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business to the attention of the Secretary
and shall be mailed or delivered to the Optionee at the address set forth
in the records of the Company, or, in either case, at such other address as
one party may subsequently furnish to the other party in writing.
INSO CORPORATION
By________________________
Bruce G. Hill
Vice President and
General Counsel
Agreed to and accepted
as of [ ]:
______________________
[ ]
EXHIBIT A
Inso Corporation
31 St. James Ave.
Boston, MA 02116
Attention: James Dildine
INCENTIVE STOCK OPTION EXERCISE FORM
This is notice that I am exercising Incentive Stock Options granted to me
on .
Number of Shares Covered in this Exercise: (A)
Exercise Price per Share $ (B)
TOTAL Exercise Price (AxB) $
I intend to pay the exercise as follows:
Cashless via broker
Broker's Name:
Company:
Phone: Fax:
In Cash (please attach a check payable to Inso Corporation)
With previously owned Inso Corporation shares (if this method is chosen,
you will be provided with the number of shares required to complete the
exercise and the amount of additional cash required to pay for fractional
shares, if any).
I understand that the exercise of incentive stock options generates taxable
income and that it is necessary to have applicable Federal, State and FICA
taxes withheld. I intend to pay withholding taxes as follows:
Cashless via broker, as above.
Cash (please inform me of the amount owed and I will send a check
payable to Inso Corporation within five (5) business days).
Shares (please inform me of the taxes due and arrange a reduction in the
number of shares issued).
Signature Date
Print Name
FOR OFFICE USE ONLY:
Date
Received
Time
Received
AM
PM
Confirmed
Option on
Confirmed
Tax Amt
Due on
FICA Limit
INSO Close
on
Control
Exhibit 4.6
INSO CORPORATION
Non-Qualified Stock Option Agreement
Under the Inso Corporation 1996 Stock Incentive Plan
Optionee: [ ]
Date: [ ]
Pursuant to the terms of its 1996 Stock Incentive Plan (the "Plan"), Inso
Corporation, a Delaware corporation (the "Company"), hereby grants to [ ]
(the "Optionee") an option (the "Option") to purchase up to [ ] shares
(the "Option Shares") of the common stock, par value $.01 per share, of the
Company (the "Common Stock") at a purchase price of [$ ] per Option
Share, on the terms and conditions set forth herein and in the
Plan. This Option is not intended to qualify as an incentive stock option
under section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
1. Term. The Option shall be exercisable, in whole or in part, on or prior
to [ ] (the "Expiration Date").
2. Vesting Schedule. Subject to the provisions of Sections 5 and 6 hereof
and the discretion of the Board (as such term is defined in the Plan) to
accelerate the vesting of the Option, this Option shall become vested and
exercisable with respect to the following percentages of Option Shares as
set forth below:
Date Additional Percentage of Total Number of Option
Option Shares Available for Shares Available for
Purchase Purchase
3. Procedures for Exercise. The Option may be exercised by the Optionee from
time to time prior to the Expiration Date by delivering a written notice in
the form attached to this Agreement as Exhibit A (each, an "Exercise Notice"),
to the person designated thereon, specifying the number of Option Shares to
be purchased. Payment of the purchase price for the Option Shares may, at the
Optionee's election, be made in cash or check in an amount equal to the
exercise price of such Options or, to the extent permitted by the Board at or
after the award of the Option, by (a) delivery of shares of Common
Stock owned by the optionee for at least six months (or such shorter period as
is approved by the Board), valued at their Fair Market Value (as defined in
the Plan), (b) delivery of a promissory note of the optionee to the Company
on terms determined by the Board, (c) delivery of an irrevocable undertaking
by a broker to deliver promptly to the Company sufficient funds to pay the
exercise price or delivery of irrevocable instructions to a broker to
deliver promptly to the Company cash or a check sufficient to pay the exercise
price, (d) payment of such other lawful consideration as the Board may
determine, or (e) any combination of the foregoing.
The Company's obligation to consummate the transaction contemplated by the
Exercise Notice shall be subject to the Company's receipt of full payment
for the Option Shares to be purchased thereunder and any other agreement,
document or instrument or other evidence as the Company may require to
establish that the issuance of Option Shares to the Optionee pursuant to the
Plan and any subsequent resale of such Option Shares shall
comply with any applicable law or regulation.
Certificates for Option Shares may be issued in the name of the Optionee
jointly with another person or in the name of an executor or administrator of
the Optionee's estate upon request.
Notwithstanding any other provision hereof or of the Plan, no portion of this
Option shall be exercisable after the Expiration Date.
4. Non-transferability of Option. This Option shall not be transferable by
the Optionee otherwise than by will or by laws of descent and distribution
and this Option shall be exercisable, during the Optionee's lifetime, only by
the Optionee.
5. Termination of Service. If the Optionee ceases to be employed by the
Company, the period within which to exercise the Option shall terminate three
months after the date of such cessation or the Expiration Date, whichever is
earlier, and such Option shall be exercisable through such date as to the
Option Shares which were available for purchase on the date the Optionee
ceased to be employed by the Company; provided, however, that if the
Optionee becomes disabled (within the meaning of Section 22(e)(3) of the
Code) or dies, this Option shall vest in full immediately.
Any Option granted to an Optionee and outstanding on the date of his or her
death may be exercised by the legal representative, guardian or Designated
Beneficiary (as defined in the Plan) of the Optionee for a period of 180 days
from the date of death or until the Expiration Date, whichever is earlier.
6. Change in Control. Notwithstanding the provisions of paragraph 2, in the
event of a Change in Control (as defined in the Plan) the Option shall become
automatically exercisable in full.
7. Option Shares. The Option Shares are shares of the Common Stock of the
Company as constituted on the date of this Option was granted (including any
grant subject to a condition subsequent), subject to adjustment as provided
in Section 5(b) of the Plan.
8. No Special Rights. This Option does not confer upon the Optionee any right
with respect to continuation of employment by the Company or any of its
subsidiaries. The Company expressly reserves the right at any time to
dismiss the Optionee free from any liability or claim under the Plan.
9. Rights as a Stockholder. The Optionee shall have no right as a
stockholder with respect to any Option Share unless and until a certificate
representing such Option Share is duly issued and delivered to the Optionee.
Except as expressly provided in the Plan, no
adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
10. Tax Withholding. No later than the date as of which part or all of the
value of any Common Stock received under the Plan first becomes includable in
the Optionee's gross income for federal income tax purposes, the Optionee
shall make arrangements with the Company in accordance with Section 10 of
the Plan regarding the payment of any federal, state or local taxes
required to be withheld with respect to such income.
11. The Plan. In the event of any conflict or inconsistency between the terms
of this Agreement and the Plan, the terms and conditions of the Plan shall
control.
12. Delivery of Shares; Compliance With Securities Laws, Etc.
(a) General. The Company shall, upon payment of the option price for the
number of Option Shares purchased and paid for, make prompt delivery of
such Option Shares to the Optionee, provided that if any law or regulation
requires the Company to take any action with respect to such Option Shares
before the issuance thereof, then the date of delivery of such Option Shares
shall be extended for the period necessary to complete such action.
(b) Listing, Qualification, Etc. The Option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject hereto upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, or that the disclosure of
non-public information or the satisfaction of any other condition is
necessary as a condition of, or in connection with, the issuance or purchase
of shares hereunder, this option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval,
disclosure or satisfaction of such other condition shall have been effected or
obtained on terms acceptable to the Board of Directors. Nothing herein shall
be deemed to require the Company to apply for, effect or obtain such listing,
registration, qualification or disclosure, or to satisfy such other condition.
13. Miscellaneous. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business to the attention of the Secretary
and shall be mailed or delivered to the Optionee at the address set forth in
the records of the Company, or, in either case, at such other address as one
party may subsequently furnish to the other party in writing.
INSO CORPORATION
By________________________
Bruce G. Hill
Vice President and
General Counsel
Agreed to and accepted
as of [ ]:
______________________
[ ]
EXHIBIT A
Inso Corporation
31 St. James Ave.
Boston, MA 02116
Attention: James Dildine
NON-QUALIFIED STOCK OPTION EXERCISE FORM
This is notice that I am exercising Non-Qualified Stock Options granted to me
on.
Number of Shares Covered in this Exercise: (A)
Exercise Price per Share $. (B)
TOTAL Exercise Price (AxB) $.
I intend to pay the exercise as follows:
Cashless via broker
Broker's Name:
Company:
Phone: Fax:
In Cash (please attach a check payable to Inso Corporation)
With previously owned Inso Corporation shares (if this method is chosen,
you will be provided with the number of shares required to complete the
exercise and the amount of additional cash required to pay for fractional
shares, if any).
I understand that the exercise of non-qualified stock options generates
taxable income and that it is necessary to have applicable Federal, State
and FICA taxes withheld. I intend to pay withholding taxes as follows:
Cashless via broker, as above.
Cash (please inform me of the amount owed and I will send a check
payable to Inso Corporation within five (5) business days).
Shares (please inform me of the taxes due and arrange a reduction in the
number of shares issued).
Signature Date
FOR OFFICE USE ONLY:
Date
Received
Time
Received
AM
PM
Confirmed
Option on
Confirmed
Tax Amt
Due on
FICA Limit
INSO Close
on
Control
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
1996 Stock Incentive 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 3,000,000 shares (the "Shares") of common stock, par value
$.01 per share ("Common Stock"), reserved for issuance under the Company's
1996 Stock Incentive Plan, 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 5,000,000 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 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
