SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 25, 1999
INSO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-23384
(State or other jurisdiction of (Commission File Number)
incorporation or organization)
04-3216243
(I.R.S. Employer Identification No.)
31 St. James Avenue
Boston, Massachusetts 02116-4101
(Address of principal executive offices) (Zip code)
(617) 753-6500
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On March 25, 1999, the Registrant announced the resignation of
Steven R. Vana-Paxhia as President and Chief Executive Officer and
member of the Board of Directors of the Registrant. Steven O. Jaeger
has been named Chief Executive Officer, and Kirby A. Mansfield has
been named President and Chief Operating Officer.
As of April 2, 1999, J.P. Barger resigned as a director of the
Registrant.
As of April 29, 1999, Betty J. Savage resigned as Vice President,
Chief Financial Officer and Treasurer of the Company.
The Registrant's press releases dated March 25, 1999, April
9, 1999 and April 29, 1999 which are filed as Exhibits 99.1, 99.2, and
99.3, respectively, to this Current Report on Form 8-K, are incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
See Exhibit Index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized this 29th day of April, 1999.
Inso Corporation
By /s/ Jonathan P. Levitt
------------------
Jonathan P. Levitt
Secretary
EXHIBIT INDEX
Exhibit
No. Exhibit Description
99.1 Press release, dated March 25, 1999 (filed herewith)
99.2 Press release, dated April 9, 1999 (filed herewith)
99.3 Press release, dated April 29, 1999 (filed herewith)
Exhibit 99.1
For Immediate Release
VANA-PAXHIA RESIGNS AS
INSO CHIEF EXECUTIVE OFFICER
- - Jaeger, Chairman, To Become CEO -
BOSTON, March 25, 1999 - Steven R. Vana-Paxhia resigned today as
President and Chief Executive Officer and as a member of the Board of
Directors of Inso Corporation (NASDAQ:INSO). Mr. Vana-Paxhia will
continue his relationship with the Company, serving as a consultant to
the Board and senior management. Stephen O. Jaeger, who had been
non-executive Chairman of the Board, has been named CEO, and Kirby
A. Mansfield has been named President and Chief Operating Officer, a
new position, in which he will be responsible for the day-to-day
management of the Company. Mr. Jaeger, 54, is one of the founders of
Inso and has served on the Company's Board of Directors since its
Initial Public Offering in 1994. He previously served as Executive Vice
President, Chief Financial Officer, Treasurer and Member of the Board
of Directors of Houghton Mifflin Company and, more recently, as Vice
President, Chief Financial Officer and Treasurer of The Perkin-Elmer
Corporation. Mr. Mansfield, 44, is a ten-year veteran and a founder of
the Company, and had most recently been Executive Vice President.
Senior management of the Company's business units, and its sales and
marketing functions, will report to Mr. Mansfield.
"The decision to leave the active management of a company I helped
found and build was extremely difficult, but given the recent events, I
felt it best to give our Board a clean page on which to work," Mr. Vana-
Paxhia said. "I have remained on board until now to see the audit
process through to its conclusion. I truly understand the uncertainties
that the recent events have created among our investors, employees and
customers. I think it best for all of our constituents to look beyond these
near-term problems and to concentrate on the real value of the
substantial assets, in terms of technology and people, we have amassed."
"Steven Vana-Paxhia has been our leader since the Company's inception
and he will be missed," said Mr. Mansfield. " I am pleased that he will
stay on as a consultant as we continue our strategic evolution. His
contributions to the success of Inso cannot be minimized. As a result of
his efforts, we enter 1999 as a very strong company and as an industry
leader in advanced content management and delivery solutions.
"These last few weeks have been especially trying for all of us,
especially for Steve. Ever since we first identified a problem in our
operations that has necessitated the restatement of certain revenues that
had been recorded during the first three quarters of 1998, no one worked
harder at getting to the root of the problem and putting in new people,
systems and controls than he did. We are grateful to him for that," said
Mr. Jaeger.
The Company further said that, as previously disclosed, it intended to
release its audited results for 1998 and the re-statement of the prior three
quarters of 1998 by March 31, 1999.
Inso Corporation is a leading global provider of electronic publishing
and content management tools for critical business information. With
Inso's Enterprise Information Platform, organizations gain an integrated
system for managing, distributing, publishing, and continually updating
their intellectual property. Inso's award-winning technology enables
large corporations to exchange, publish, and deploy all types of
information, from the simplest memo to the most complex multimedia
document. For more information, visit the Inso Web site at
http://www.inso.com/.
This release, and other reports, proxy statements and other
communications to stockholders, as well as oral statements by the
Company's officers or its agents, may contain forward-looking
statements with respect to, among other things, the Company's future
revenues, operating income or earnings per share. Please refer to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, for a description of certain factors which may cause
the Company's actual results to vary materially from those forecasted or
projected in any such forward-looking statements. Among the factors
which may cause the Company's actual results to differ materially from
historical results are the following: competitive pressures including price
pressures; consolidation in the OEM business; declining OEM revenues;
increased reliance on direct and distribution channels; market acceptance
of new products; inability to integrate businesses or assets that we have
acquired; and adverse economic changes in the markets in which the
Company does business.
Inso and the Inso logo, are trademarks or registered trademarks of Inso
Corporation in the United States and/or other countries. All other
product or company names are trademarks or registered trademarks of
their respective owners.
Inso Investor Contacts: Inso Press Contact:
Betty J. Savage James Ringrose
Vice President and CFO Vice President, Marketing
(617) 753-6539 (617) 753-6648
[email protected] [email protected]
Michael E. Melody
Vice President
Strategic Planning and Operations
(617) 753-6767
[email protected]
Exhibit 99.2
PRESS CONTACT:
Donna Murno
Inso Corporation
617/753-6788 (Telephone)
617/753-6665 (Fax)
[email protected]
MEDIA ADVISORY
FOR IMMEDIATE RELEASE
Inso Announces Retirement of J.P. Barger from Board of Directors
BOSTON, April 9, 1999 - Inso Corporation (NASDAQ: INSO)
today announced the retirement of J.P. Barger from the company's
Board of Directors after more than five years of dedicated service
to the company. Mr. Barger has been a member of Inso's Board of
Directors since March 8, 1994, and also served on the company's
Audit and Governance Committees. Mr. Barger's resignation is
effective as of April 2, 1999.
Mr. Barger is president of Enduring Visions, Inc. and REBOXX
and past chairman of the Board of DynaTech Corporation, a
company he co-founded. He also served as DynaTech's president
from 1959 to 1991 and its chief executive officer from 1987 to
1993.
Inso Corporation is a leading global provider of electronic
publishing and content management tools for critical business
information. With Inso's Enterprise Information Platform,
organizations gain an integrated system for managing, distributing,
publishing and continually updating their intellectual property.
Inso's award-winning technology enables large corporations to
exchange, publish and deploy all types of information, from the
simplest memo to the most complex multimedia document. For
more information, visit the Inso Web site at http://www.inso.com
Inso and the Inso logo are trademarks or registered trademarks of Inso
Corporation in the United States and/or other countries. All other company,
product or service names are trademarks or registered trademarks of their
respective holders.
Press Contact:
Donna M. Murno
Inso Corporation
617/753-6788 (Telephone)
617/753-6665 (Fax)
[email protected]
FOR IMMEDIATE RELEASE
Inso Corporation Announces Resignation of CFO Betty J. Savage
BOSTON, April 29, 1999- Inso Corporation (NASDAQ:INSO) today announced that
Betty J. Savage has resigned from her position as Vice President,
Chief Financial Officer and Treasurer. Ms.Savage will remain with Inso
to assist the Company during a transitional period
of hiring a new Chief Financial Officer.
Ms. Savage, who has been with Inso since its inception in 1994, is leaving
Inso to consider opportunities presented by other companies. Prior to
joining Inso, Ms. Savage was employed with Ernst & Young LLP for more than
fourteen years.
"I've known Betty and worked closely with her for many years," said
Stephen O. Jaeger, Inso Chairman and Chief Executive Officer. "Betty
has made a tremendous contribution to Inso during her tenure. She played
an important role in Inso's initial public offering and two subsequent
stock offerings. She oversaw the financial activities of more than 25
subsidiaries, both foreign and domestic. Betty also played a key role
in the Company's 13 acquisitions, as well as the selling of our
lingquistic software business in early 1998. We are grateful to Betty
for devoting long hours and hard work to completing the recent year-end
audit before deciding to leave Inso and appreciate her dedication and
loyatly to the Company throughout the years. We will miss her and wish
her luck in her future endeavors."
Inso Corporation is a leading provider of tools for management, exchange
and dynamic delivery of critical business information. Inso's award-
winning technology enables large corporations to manage, exchange and
publish all types of information, from the simplest memo to the most
complex multimedia document. For more information, visit the Inso Web
site at http://www.inso.com.
Inso and the Inso logo are trademarks or registered trademarks of Inso
Corporation in the United States and/or other countries. All other
company, product or service names are trademarks or registered
trademarks of their respective holders.
