SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 27,
1999
INSO Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-23384 04-3216243
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
31 St. James Avenue, Boston, 02116-4101
Massachusetts (Zip Code)
(Address of Principal Executive
Offices)
(617) 753-6500
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On October 27, 1999, INSO Corporation (the "Company") and
State Street Bank & Trust Company (the "Rights Agent"), entered
into Amendment No. 1 ("Amendment No. 1") to the Rights
Agreement, dated as of July 11, 1997, between the Company and
the Rights Agent. In general, Amendment No. 1 amended the
Rights Agreement, among other things, to: (i) eliminate
provisions related to "Continuing Directors," (ii) eliminate
provisions related to "Permitted Offers" and (iii) make certain
other revisions.
The foregoing description of the Rights Agreement, as
amended, and Amendment No. 1 does not purport to be complete and
is qualified in its entirety by reference to the full text of
such agreements which are filed as exhibits to this Current
Report on Form 8-K and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
See Exhibit Index attached hereto.
SIGNATURE
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.
Date: October 27, 1999 INSO Corporation
(Registrant)
By: /s/ Jonathan Levitt
Jonathan Levitt
Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit
Number Description
4.1 Rights Agreement, dated as of July 11, 1997,
between INSO Corporation and State Street Bank &
Trust Company, as Rights Agent, is incorporated
herein by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, dated
July 11, 1997 and filed with the Commission on
July 16, 1997 (File No. 000-23384).
4.2 Amendment No. 1 to Rights Agreement, dated as of
October 27, 1999, by and between INSO Corporation
and State Street Bank & Trust Company is
incorporated herein by reference to Exhibit 2 to
the Company's Amendment No. 1 to Registration
Statement on Form 8-A/A filed with the
Commission on October 28, 1999 (File No. 000-
23384).
