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): April
11, 2000
INSO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-23384 04-3216243
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
or organization)
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 April 11, 2000, the Registrant issued the
following press release:
Inso Provides Update on Strategic Alternative Review,
Appoints James Ringrose President and CEO
Boston, April 11, 2000 -- Inso Corporation (Nasdaq: INSO) today
announced that as part of its review of strategic alternatives
which began in February of this year, the Company's Board of
Directors has determined that the most appropriate means to
enhance shareholder value is for the Company to remain
independent and focus all of its energies on its DynaBase dynamic
Web publishing system. As a result, the Company will pursue the
divestiture of its other assets, including the Information
Exchange ("IED") Division.
In line with this decision, the Company will immediately begin a
corporate reorganization designed to concentrate all its
operations in its DynaBase business. Stephen O. Jaeger, who has
served as the Company's CEO since March 1999, will resign from
that position, but will continue in the role of non-executive
Chairman of the Company's Board of Directors. Kirby A.
Mansfield, President, Chief Operating Officer and director, will
also resign from those positions with the Company. James M.
Ringrose, currently President of Inso's eBusiness Technologies
("eBT") Division, will become President and CEO of Inso
Corporation, effective immediately. Mr. Ringrose has led eBT
since March 1999, and has been responsible for the expansion of
the eBT business over the last year. With more than 20 years of
experience in sales, marketing and development roles within the
software industry, Mr. Ringrose is uniquely qualified to lead the
Company as it concentrates exclusively on the DynaBase
opportunity.
As part of this management reorganization, the Company will close
its headquarters in Boston during May and will consolidate all
corporate functions in Providence at eBT's current offices. As a
result, the majority of the Company's Boston-based corporate
personnel, including CFO Robert Dudley, will leave the Company in
May, with a small number of personnel relocating to Providence.
Upon Mr. Dudley's departure from the Company, Christopher M.
Burns, currently Vice President, Operations for eBT, will become
Vice President, CFO and Treasurer of the Company.
"I'm pleased to have the opportunity to lead this organization
into the future," said James M. Ringrose, President and CEO.
"The Web content management market remains extremely strong, and
our DynaBase 4 series technology, outstanding XML expertise and
highly skilled employees, give us a unique position within that
market. With the complete resources of the Company focused on
this opportunity, I believe we have the ability to create and
sustain substantial customer value."
"The strategic review process was an extensive one," said Stephen
O. Jaeger, Chairman of the Company's Board of Directors. "After
careful consideration, the Board of Directors has determined that
the value available to stockholders in a sale of the Company was
not sufficient in light of the intrinsic value of the Company's
businesses, particularly the DynaBase franchise. As a result, we
have decided to put all our energies into DynaBase, and to seek
to maximize that opportunity."
The Company's Board of Directors has determined that the
Information Exchange Division should be separated from the
DynaBase business. Accordingly, the Company is seeking acquirers
for IED, which will be operated separately pending such a
transaction.
This release contains forward-looking statements with respect to
the competitive position and attributes of the Company's
products, the Company's long-term opportunities and results, the
Company's management and personnel, the possible divestiture of
certain of the Company's businesses, and the future status of the
Company as independent entity. Factors that may cause actual
results to differ materially from these forward-looking
statements include the following: competitive pressures including
price pressures; the inability of the Company to effectively
integrate new hires; the inability of the Company to address
sales coverage and execution issues; difficulties inherent in
consolidating operations; increased reliance on systems
integrators; market acceptance of new and modified products;
increased reliance on the very competitive and dynamic web
publishing segment; the inability to divest of certain
businesses; adverse economic changes in the markets in which the
Company does business; and the actions of potential acquirers.
Please refer to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, the Company's Form 10-Q for
the quarter ended October 31, 1999 and the Company's other
filings with the SEC from time to time, for a description of
certain additional factors which may cause results to differ
materially from those indicated by these forward-looking
statements.
# # #
Inso and the Inso logo are trademarks or registered trademarks of
Inso Corporation in the United States and/or other countries.
DynaBase is a trademark or registered trademark of eBusiness
Technologies-USA, Inc. in the United States and/or other
countries.
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.
Not Applicable.
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 12th day of April, 2000.
Inso Corporation
By /s/ Jonathan P. Levitt
Jonathan P. Levitt
Secretary
