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
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)
(617) 753-6500
(Telephone Number, Including Area Code, of Agent for Service)
Calculation of Registration Fee
<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
registered <F1> price per offering
unit <F2> price <F1>
- ----------------------------------------------------------------
Common 165,000 $23.625 3,898,125 $1,083.68
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>
</TABLE>
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. 333-06847
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. 333-06847 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 Non-Qualified Stock Option Agreement under the 1996 Non-
Employee Director 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 Non-Qualified Stock Option Agreement under the
1996 Non-Employee Director 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.
INSO CORPORATION
Non-Qualified Stock Option Agreement
Under the Inso Corporation 1996 Non-Employee Director Incentive Plan
Optionee: [ ]
Date: [ ]
Pursuant to the terms of its 1996 Non-Employee Director Incentive Plan
(the "Plan"), Inso Corporation, a Delaware corporation (the "Company"),
hereby grants to [name] (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.
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 Committee (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 written
notice (each, an "Exercise Notice") to the Secretary of the Company
specifying the number of Option Shares to be purchased. An example of an
Exercise Notice is attached to this Agreement as Exhibit A. Payment of the
purchase price for the Option Shares may, at the Optionee's election, be
made (a) in cash, by certified or bank check or by other instrument
acceptable to the Committee, (b) in the form of shares of Common Stock that
are not subject to restrictions under any Company plan and that have been
held by the Optionee for at least six months, if permitted by the Committee
in its discretion, or (c) by delivery of a properly completed Exercise
Notice together with irrevocable instructions to a broker promptly to
deliver to the Company cash or a check payable and acceptable to the
Company to pay the purchase price in respect of the Option Shares to be
purchased. In the event that the Optionee shall elect to pay the purchase
price as provided in clause (c) of the preceding sentence, the
Optionee and the broker shall comply with such procedures and enter into
such agreements of indemnity and otherwise as the Committee shall prescribe
as a condition of such payment procedure. Payment instruments will be
received subject to collection. 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 serve as a Director of
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 serve as a Director of the Company;
provided, however, that if the Optionee ceases to serve as a Director due
to Disability (as such term is defined in the Plan) or death, this Option
shall vest in full immediately. Any Option granted to an Optionee and
outstanding on the date he or she ceases to serve as a Director of the
Company due to Disability or death may be exercised by the Optionee
or by the legal representative or legatee of the Optionee for a period of
180 days from such date or until the Expiration Date, whichever is earlier.
6. Change in Control. Upon the occurrence of a Change in Control (as defined
in the Plan) any Option granted to an Optionee and outstanding on the date
immediately prior to the effective date of such Change in Control 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 10 of the Plan.
8. No Special Rights. This Option does not confer upon the Optionee any
right with respect to continuation of service as a Director of the Company,
nor does it limit in any way the right of the Company to remove a Director
from service.
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. 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.
11. 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
below, 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
__________________________________
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 #
November 23, 1998
Inso Corporation
31 St. James Avenue
Boston, MA 02116-4101
Re: Registration Statement on Form S-8 Relating to the
1996 Non-Employee Director 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 165,000 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, 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 415,000 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 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
