<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER __, 1998
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INSO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(State or other Jurisdiction of Incorporation or Organization)
04-3216243
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(I.R.S. Employer Identification Number)
31 St. James Avenue, Boston, Massachusetts 02116
(617) 753-6500
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(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Steven R. Vana-Paxhia
President and Chief Executive Officer
Inso Corporation
31 St. James Avenue
Boston, Massachusetts 02116
(617) 753-6500
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Mark G. Borden, Esq.
Jeffrey A. Stein, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
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<PAGE>
Approximate date of commencement of proposed sale to the public: from
time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, check the
following box. /x/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier registration statement for the
same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Shares to be Amount to be Proposed Proposed Amount of
registered Registered Maximum Price Per Maximum Registration Fee
Share (1) Aggregate Offering
Price (1)
<S> <C> <C> <C> <C>
Common Stock, 1,456,458 shares $19.9375 $29,038,131 8,072.60
$.01 par value per
share
</TABLE>
(1) Estimated solely for the purpose of determining the registration
fee, in accordance with Rule 457 under the Securities Act of 1933, based upon
the average of the reported high and low sales prices of the Common Stock on the
NASDAQ National Market as of December 16, 1998.
<PAGE>
PROSPECTUS
1,456,458 Shares
INSO CORPORATION
COMMON STOCK
In December 1998, we issued warrants to purchase an aggregate of
1,456,458 shares of the Company's common stock in connection with our
acquisition of Sherpa Systems Corporation. The exercise price of these warrants
is $23.50 per share, as adjusted for stock splits, and the warrants expire at
5:00 p.m., eastern daylight time, on December 3, 2000. This Prospectus relates
to the public offering, which will not be underwritten, of the shares held by
certain of our stockholders as a result of the exercise of the warrants.
The prices at which our stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any proceeds from the sale of the shares. We
will, however, receive the exercise price of the warrants, in the amount of
$23.50 per share.
Our common stock is listed on the NASDAQ National Market under the
symbol "INSO".
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is December 17, 1998.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find
More Information ...............................3
The Company.....................................4
Risk Factors....................................4
Use of Proceeds.................................6
Plan of Distribution............................6
Selling Shareholders............................8
Legal Matters...................................8
Experts.........................................8
</TABLE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Inso
Corporation (referred to in this Prospectus as "Inso" or the "Registrant"), any
selling shareholder or by any other person. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that information herein is correct as of any time subsequent to
the date hereof. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities covered
by this Prospectus, nor does it constitute an offer to or solicitation of any
person in any jurisdiction in which such offer or solicitation may not lawfully
be made.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any documents we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on public reference rooms. Our SEC filings are also available to the public from
the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" certain information we
file with them, which means that we can disclose important information to you by
referring you to those documents. We incorporate by reference the documents
listed below and any future filings made by us with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell
all of the securities that we have registered. Information that we file later
with the SEC will automatically update and supersede this information.
We have incorporated by reference into this Prospectus the following
documents we filed with the SEC:
(i) the Annual Report on Form l0-K for the fiscal year ended
December 31, 1997,
(ii) the Proxy Statement for the 1998 Annual Meeting of
Shareholders,
(iii) the Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1998,
(iv) Current Reports on Form 8-K filed on May 7, 1998 and November
19, 1998,
(v) the description of the common stock contained in our
Registration Statement on Form 8-A filed under Section 12 of
the Exchange Act on February 2, 1994, including any amendment
thereto or report filed under the Exchange Act for the purpose
of updating such description, and
(vi) the description of Inso's Preferred Stock Purchase Rights,
contained in our Registration Statement on Form 8-A filed
under Section 12 of the Exchange Act on July 16, 1997,
including any amendment thereto or report filed under the
Exchange Act for the purpose of updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Bruce G. Hill, Vice President of
Business Development and General Counsel, Inso Corporation, 31 St. James
Avenue, Boston, Massachusetts 02116; 617-753-6500.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.
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THE COMPANY
Inso's principal executive offices are located at 31 St. James Avenue,
Boston, Massachusetts, and our telephone number is (617) 753-6500.
RISK FACTORS
You should consider carefully the following risks before you decide to
buy our Common Stock. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties may also
adversely impair our business operations. If any of the following risks actually
occur, our business, financial condition or results of operations would likely
suffer. In such case, the trading price of our Common Stock could decline, and
you may lose all or part of the money you paid to buy our Common Stock.
This prospectus contains forward-looking statements based on our
current expectations, assumptions, estimates and projections about Inso and our
industry. These forward-looking statements involve risks and uncertainties.
Inso's actual results could differ materially from those anticipated in such
forward-looking statements as a result of certain factors, as more fully
described in this section and elsewhere in this prospectus. Inso undertakes no
obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
SOURCES OF REVENUE
We anticipate that in 1998 we will receive the majority of our revenues
from direct and indirect sales efforts aimed at corporations and government
agencies. The marketing and distribution of products to these markets, either by
us or by value-added resellers or distributors, requires higher sales and
marketing expenditures as a percentage of revenues than the OEM distribution
channel, which is likely to have a negative impact on our operating margins. We
intend to expand this activity through greater sales efforts and the
introduction of new solutions for enterprise use, which could increase the level
of sales and marketing expenditures relative to revenues. We anticipate that a
substantial and increasing portion of our future revenue will come from
corporate and government sales, which is also likely to result in lower
operating margins in future periods.
DEPENDENCE ON KEY MANAGEMENT AND TECHNICAL PERSONNEL
Our ability to remain competitive in the computer software industry is
dependent on our ability to retain the services of a number of key management
and technical personnel, principally software engineers. Personnel costs for
technical staff represent a significant portion of our operating expenses, and
increased competition and related personnel cost increases for such staff could
have a material adverse impact on our operating results. Additionally, a
shortage of software engineers with expertise in software languages which we
utilize in our products, particularly Standard Generalized Markup Language
(known as SGML) and eXtensible Markup Language (known as XML) could have a
material adverse impact on our operating results. Costs for software developers
and other experienced personnel have increased significantly, a trend which is
likely to continue. This could result in reduced operating margins as a result
of higher personnel costs.
INCREASES IN COMPETITION
We have historically operated in narrow market segments that have
attracted fewer substantial participants than the general market for software
applications. As we develop solutions for license on an enterprise basis, we
anticipate that we will experience increased competition, both as to quality and
price, from substantial entities with greater resources than ours.
It is possible that certain of the major operating system developers,
including Microsoft, may add features and functionality to their operating
systems, including future versions of Windows-Registered Trademark- 95 and
Windows NT-Registered Trademark-, that may compete with the Company's products
or with those of its OEM customers. The concentration of the market for
operating systems makes it difficult or impossible for the Company or its other
OEM customers to compete on a price basis because purchasers of operating
systems would be required to purchase products as part of the operating system
that compete with
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those of the Company. In addition, certain OEM customers may choose to
internally develop products that compete with those of the Company in order to
reduce their costs.
INVESTMENTS IN PARTICULAR PUBLISHING FORMATS
We have invested significant development resources in products
utilizing standards-based publishing formats, such as HTML and XML. Should any
such standard not ultimately be adopted by large numbers of customers and
potential customers, it is possible that there may be a limited market for the
products currently under development by us, which could have an adverse impact
on our future revenues and operating results.
REVENUE FROM OEMs
We have historically received a significant portion of our revenues
from OEMs that integrate our products with their own products and market them to
end-users as a single unit. The business of our OEM customers is intensely
competitive, and the computer software industry has continued to consolidate. As
a result, the number of potentially significant OEM customers for our products
has declined and there is increasing competitive pressure for our existing and
potential customers to reduce costs. Also, certain markets for our products have
been particularly adversely affected by competitive pressures. At the same time,
we have achieved a high degree of market penetration in certain OEM markets for
our products, making it more difficult for us to make new sales to OEM
customers. These factors could result in decreased revenues from OEMs in future
periods.
RAPID GROWTH
We have experienced growth that could place a significant strain on our
resources. Our historical and projected growth has come from a combination of
growth from internally developed products and the acquisition and integration of
businesses and assets. Changes in the market for mergers and acquisitions of
software companies and information databases could make it more difficult for us
to achieve projected or forecasted revenue or net income growth in future
periods. Our ability to manage any future growth and integrate any newly
acquired business will require us to continue to improve our operations and our
financial and management information systems, and to motivate and effectively
manage our employees. We cannot assure you that we will successfully be able to
integrate and manage businesses or assets that we have acquired or may acquire
in the future. If our management is unable to manage such growth effectively,
the quality of our products; our ability to identify, hire, and retain key
personnel; and our results of operations could be materially adversely affected.
RISKS ASSOCIATED WITH INTERNATIONAL SALES
We have increased the marketing of our products directly to customers
outside the United States and have experienced an increase in revenues from
foreign sources. The majority of this growth is attributable to increased sales
of products to corporate and consumer customers in foreign markets. The
marketing of products directly to customers outside the United States increases
the risk to our revenues associated with fluctuations of the U.S. dollar in
relation to foreign currencies. Such fluctuations could also result in increased
operating expenses associated with foreign operations. International operations
are subject to other inherent risks, including:
- the impact of recessions in economies outside the United
States;
- changes in regulatory requirements;
- reduced protection for intellectual property rights in some
countries;
- potentially adverse tax consequences;
- difficulties and costs of staffing and managing foreign
operations;
- political and economic instability;
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- fluctuations in currency exchange rates; and
- seasonal reductions in business activity during the summer
months in Europe and certain other parts of the world.
These risks may materially and adversely affect our business, results of
operations or financial condition.
EFFECTS OF YEAR 2000 ISSUE
Although we do not believe that Year 2000 issues will have a
significant impact on our internal operations or on our products, there can
be no assurance that we will not experience interruptions of operations
because of Year 2000 problems or become involved in disputes with customers
regarding Year 2000 problems involving our products or the interaction of our
products with other applications. Year 2000 problems could require us to
incur unanticipated expenses, and such expenses could have a material adverse
effect on our business, financial condition and results of operations.
Furthermore, the purchasing patterns of customers or potential customers may
be affected by Year 2000 issues as companies expend significant resources to
correct their current systems for Year 2000 compliance. These expenditures
may result in reduced funds being available to purchase products offered by
us.
DILUTIVE EFFECT OF THE ISSUANCE OF COMMON STOCK UPON THE EXERCISE OF WARRANTS
The warrants are exercisable for an aggregate of 1,456,458 shares of
common stock. Depending upon our ability to invest the additional capital
received upon the exercise of these warrants, the issuance of these additional
shares of common stock could cause dilution to our future per share earnings.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock offered hereby. However, we will receive the exercise price of the
warrants, in the amount of $23.50 per share. The total gross proceeds from the
exercise of the warrants may range from zero to approximately $34,000,000,
depending upon the number of warrants exercised. We intend to use the net
proceeds for general corporate purposes.
PLAN OF DISTRIBUTION
Inso is registering 1,456,458 shares (the "Shares") on behalf of
certain selling shareholders. All of the shares either were originally issued
by us or will be issued by us upon exercise of warrants to acquire shares of
our common stock. These warrants were issued by us in connection with our
acquisition of Sherpa Systems Corporation. The selling shareholders named in
the table below or pledgees, donees, transferees or other
successors-in-interest selling shares received from a named selling
shareholder as a gift, partnership distribution or other non-sale-related
transfer after the date of this prospectus (collectively, the "Selling
Shareholders") may sell the shares from time to time. The Selling
Shareholders will act independently of Inso in making decisions with respect
to the timing, manner and size of each sale. The sales may be made on one or
more exchanges or in the over-the-counter market or otherwise, at prices and
at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Selling Shareholders may effect
such transactions by selling the shares to or through broker-dealers or
directly to purchasers (in the event of a private sale). The shares may be
sold by one or more of, or a combination of, the following:
- a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the
transaction,
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus,
- an over-the-counter distribution in accordance with the rules
of the Nasdaq National Market,
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers, and
- in privately negotiated transactions.
To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In effecting
sales, broker-dealers engaged by the Selling Shareholders may arrange for other
broker-dealers to participate in the resales.
The Selling Shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with Selling Shareholders. The
Selling Shareholders may also sell shares short and redeliver the shares to
close out such short positions. The Selling Shareholders
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may enter into option or other transactions with broker-dealers which require
the delivery to the broker-dealer of the shares. The broker-dealer may then
resell or otherwise transfer such shares pursuant to this prospectus. The
Selling Shareholders also may loan or pledge the shares to a broker-dealer. The
broker-dealer may sell the shares so loaned, or upon a default the broker-dealer
may sell the pledged shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Shareholders.
Broker-dealers or agents may also receive compensation from the purchasers of
the shares for whom they act as agents or to whom they sell as principals, or
both. Usual and customary brokerage fees will be paid by the Selling
Shareholders. Broker-dealers or agents and any other participating
broker-dealers or the Selling Shareholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act in connection with
sales of the shares. Accordingly, any such commission, discount or concession
received by them and any profit on the resale of the shares purchased by them
may be deemed to be underwriting discounts or commissions under the
Securities Act. Because Selling Shareholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, the
Selling Shareholders will be subject to the prospectus delivery requirements
of the Securities Act. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 promulgated under the Securities
Act may be sold under Rule 144 rather than pursuant to this prospectus. The
Selling Shareholders have advised Inso that they have not entered into
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities. There is no
underwriter or coordinating broker acting in connection with the proposed
sale of shares by Selling Shareholders.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously
engage in market making activities with respect to our common stock for a
specified period prior to the commencement of such distribution. In addition,
each Selling Shareholder will be subject to applicable provisions of the
Exchange Act and the associated rules and regulations under the Exchange Act,
including Regulation M, which provisions may limit the timing of purchases
and sales of shares of our common stock by the Selling Shareholders. Inso
will make copies of this prospectus available to the Selling Shareholders and
has informed them of the need for delivery of copies of this prospectus to
purchasers at or prior to the time of any sale of the shares.
Inso will file a supplement to this prospectus, if required, pursuant
to Rule 424(b) under the Securities Act upon being notified by a Selling
Shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:
- the name of each such Selling Shareholder and of the
participating broker-dealer(s),
- the number of shares involved,
- the price at which such shares were sold,
- the commissions paid or discounts or concessions allowed to
such broker-dealer(s), where applicable,
- that such broker-dealer(s) did not conduct any investigation
to verify the information set out or incorporated by reference
in this prospectus, and
- other facts material to the transaction.
Inso will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Shareholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The Selling
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Shareholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. The Selling Shareholders
have agreed to indemnify certain persons, including broker-dealers and agents,
against certain liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.
SELLING SHAREHOLDERS
The following table sets forth the number of shares owned by each of
the Selling Shareholders. None of the Selling Shareholders has had a material
relationship with Inso within the past three years other than as a result of the
ownership of the shares or other securities of Inso. No estimate can be given as
to the amount of shares that will be held by the Selling Shareholders after
completion of this offering because the Selling Shareholders may offer all or
some of the shares and because there currently are no agreements, arrangements
or understandings with respect to the sale of any of the shares. The shares
offered by this prospectus may be offered from time to time by the Selling
Shareholders named below.
<TABLE>
<CAPTION>
Name of Selling Shareholder Number of Shares Percent of Number of Shares
Beneficially Owned Outstanding Registered for Sale
Shares Hereby (1)
- --------------------------- ------------------ ----------- -------------------
<S> <C> <C> <C>
New Enterprise Associates VIII .................. 495,005 3.19% 495,005
New Enterprise Associates II .................... 192,754 1.24% 192,754
New Enterprise Associates V ..................... 172,309 1.11% 172,309
Century IV Partners ............................. 97,746 * 97,746
Commonwealth Venture Partners ................... 66,201 * 66,201
Paul Capital Partners V ......................... 142,920 * 142,920
Fostin Capital Associates II .................... 50,457 * 50,457
Transitions Three Ltd ........................... 121,098 * 121,098
Spectra Enterprise Assoc......................... 50,457 * 50,457
Pennsylvania Venture Partners.................... 1,556 * 1,556
Paul Capital Partners V Domestic Annex Fund, LP.. 12,027 * 12,027
Paul Capital Partners V International, LP........ 5,204 * 5,204
Ellison Special Assets Limited Partnership, an
Arizona Partnership............................. 14,449 * 14,449
Mark MeDearis.................................... 100 * 100
William Siddon................................... 7 * 7
Llona Sockol..................................... 84 * 84
Vivian Wong...................................... 37 * 37
Mary Collins..................................... 756 * 756
Sheldon Breiner.................................. 5,862 * 5,862
Stephen C. Baunach............................... 21,341 * 21,341
Christopher Dress................................ 5,449 * 5,449
LeRoy Ellison.................................... 23 * 23
John Chamberlain................................. 616 * 616
------------------ -------------------
Total .............................. 1,456,458 1,456,458
------------------ -------------------
------------------ -------------------
</TABLE>
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*Represents beneficial ownership of less than 1%.
(1) This registration statement also shall cover any additional shares of common
stock which become issuable in connection with the shares registered for sale
hereby by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of Inso's outstanding shares of common stock.
LEGAL MATTERS
The validity of the common stock being offered has been passed upon for
us by Hale and Dorr LLP, Boston, Massachusetts.
EXPERTS
Ernest & Young LLP, independent auditiors, have audited our
consolidated financial statements and schedule included in our Annual Report
on Form 10-K for the year ended December 31, 1997, as set forth in their
report, which is incorporated in this prospectus by reference. Our
consolidated financial statements are incorporated by reference in reliance
on their report, given on their authority as experts in accounting and
auditing.
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We have not authorized any person to make a statement that differs from
what is in this prospectus. If any person does make a statement that differs
from what is in this prospectus, you should not rely on it. This prospectus is
not an offer to sell, nor is it seeking an offer to buy, these securities in any
state in which the offer or sale is not permitted. The information in this
prospectus is complete and accurate as of its date, but the information may
change after that date.
INSO CORPORATION
COMMON STOCK
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PROSPECTUS
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December 17, 1998
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Registration Fee .............................. $ *
Accounting Fees and Expenses ....................... *
Legal Fees and Expense ............................ *
Transfer Agent Fees ................................ *
Printing Fees *
Miscellaneous Expenses ..................... *
---------------
Total ...................................... $ *
</TABLE>
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* to be completed by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 Registrant provides for indemnification
of officers and directors of the Registrant and certain other persons against
liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hale and Dorr LLP (included in the Opinion of Hale and Dorr LLP filed in
Exhibit 5.2 hereto)
24.1 Power of Attorney (included on Page II-3 of this registration statement)
</TABLE>
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---------------------
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective
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amendment to this registration statement: (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act; (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 the registration
statement or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling person of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and therefore is 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 its 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
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that is
incorporated by reference in the registration statement 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.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 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, as of this 18th day of December, 1998.
INSO CORPORATION
(Registrant)
By: /s/ STEVEN R. VANA-PAXHIA
----------------------------------
Steven R. Vana-Paxhia
President and Chief Executive Officer
II-2
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven R. Vana-Paxhia and Bruce G. Hill,
and each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his 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 same,
with all exhibits thereto, and other 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 done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and any of
them, or their or his 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 on Form S-3 has been signed below by the following persons in the
capacities indicated on this day of December, 1998.
<TABLE>
<CAPTION>
Name Title Date
- -------- ------- -------
<S> <C> <C>
/s/Steven R. Vana-Paxhia
- ------------------------------
Steven R. Vana-Paxhia President, Chief Executive December 16, 1998
Officer and Director (Principal
Executive Officer)
/s/Betty J. Savage
- ------------------------------
Betty J. Savage Vice President and Chief December 16, 1998
Financial Officer (Principal
Financial Officer)
/s/Patricia A. Michaels
- ------------------------------
Patricia A. Michaels Assistant Vice President and December 16, 1998
Controller (Principal
Accounting Officer)
/s/ Joseph A. Baute
- ------------------------------
Joseph A. Baute Director December 18, 1998
- ------------------------------
J.P. Barger Director December __, 1998
/s/ Samuel H. Fuller
- ------------------------------
Samuel H. Fuller Director December 16, 1998
/s/ John Guttag
- ------------------------------
John Guttag Director December 18, 1998
- ------------------------------
Stephen O. Jaeger Director December __, 1998
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Joanna T. Lau
- ------------------------------
Joanna T. Lau Director December 17, 1998
/s/ Ray Stata
- ------------------------------
Ray Stata Director December 17, 1998
- ------------------------------
William J. Wisneski Director December __, 1998
/s/ Ray Shepard
- ------------------------------
Ray Shepard Director December 18, 1998
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------------- -----------------
<S> <C>
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hale and Dorr LLP (included in the Opinion of Hale and Dorr LLP filed in
Exhibit 5.1 hereto)
24.1 Power of Attorney (included on Page II-3 of this registration statement)
</TABLE>
- -------------
II-5
<PAGE>
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 - fax 617-526-5000
EXHIBIT 5.1
December 17, 1998
Inso Corporation
31 St. James Avenue
Boston, Massachusetts 02116
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), for the registration of an aggregate
of 1,456,458 shares of Common Stock, $.01 par value per share (the "Shares"), of
Inso Corporation, a Delaware corporation (the "Company") issued or issuable upon
the exercise of the warrants issued to certain selling stockholders of Sherpa
Systems Corporation (the "Warrants"). All of the Shares are being registered on
behalf of certain stockholders of the Company (the "Selling Stockholders").
We are acting as counsel for the Company in connection with the
registration for resale of the Shares. We have examined signed copies of the
Registration Statement as filed with the Commission. We have also examined and
relied upon the minutes of meetings of the stockholders and the Board of
Directors of the Company as provided to us by the Company, the Warrants as
provided to us by the Company, the Certificate of Incorporation and By-Laws of
the Company, each as restated and/or amended to date, and such other documents
as we have deemed necessary for purposes of rendering the opinions hereinafter
set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
Washington, DC Boston, MA London, UK*
- --------------------------------------------------------------------------------
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE>
Inso Corporation
December 17, 1998
Page 2
We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares, to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
Delaware General Corporation Law statute and the federal laws of the United
States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and are (or will be, upon the exercise of the
Warrants) validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
------------------------
HALE AND DORR LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Inso Corporation for
the registration of 1,456,458 shares of its common stock and to the
incorporation by reference therein of our reports 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
its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
------------------------
ERNST & YOUNG LLP
Boston, Massachusetts
December 15, 1998
