<PAGE>
As filed with the Securities and Exchange Commission on June 1, 2000.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INSO CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 04-3216243
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
299 PROMENADE STREET
PROVIDENCE, RHODE ISLAND 02908
(Address of principal executive offices)
INSO CORPORATION
1993 STOCK PURCHASE PLAN
(Full title of plan)
JONATHAN P. LEVITT Copies of communications to:
INSO CORPORATION MICHAEL J. BOHNEN, ESQ.
299 PROMENADE STREET NUTTER, MCCLENNEN & FISH, LLP
PROVIDENCE, RHODE ISLAND 02908 ONE INTERNATIONAL PLACE
(401) 752-4505 BOSTON, MASSACHUSETTS 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE PRICE REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
$.01 PAR VALUE PER SHARE 250,000 SHARES $3.28 (2) $820,000 (2) $216.48 (2)
===============================================================================================================
</TABLE>
(1) This Registration Statement covers 250,000 shares of Common Stock which may
be issued under the Inso Corporation 1993 Stock Purchase Plan.
In addition, this Registration Statement also covers an indeterminate
number of additional shares of Common Stock which may be issued under said
Plan as a result of a stock dividend, stock split or other
recapitalization.
(2) Calculated pursuant to Rules 457(c) and (h) under the Securities Act of
1933 based upon the average of the high and low prices per share of the
Common Stock as reported on the Nasdaq National Market on May 26, 2000.
<PAGE>
-------------------------
IN ACCORDANCE WITH GENERAL INSTRUCTION E TO FORM S-8, THE CONTENTS OF THE
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 33-77302) RELATING TO
THE REGISTRANT'S 1993 STOCK PURCHASE PLAN AND THE REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-8 (333-67777) WITH RESPECT TO THE REGISTRATION OF ADDITIONAL
SECURITIES UNDER SUCH PLAN (THE "PRIOR FORM S-8S") ARE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT.
-------------------------
IN ACCORDANCE WITH GENERAL INSTRUCTION E TO FORM S-8, THE FOLLOWING
INFORMATION IS NOT CONTAINED IN THE PRIOR FORM S-8S:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
--------
See the exhibit index immediately preceding the exhibits attached hereto.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Providence, State of Rhode Island, on the 1st day of
June 2000.
INSO CORPORATION
By: /s/ James Ringrose
-----------------------
James Ringrose
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ James Ringrose Chief Executive Officer June 1, 2000
-------------------------------
James Ringrose
/s/ Christopher Burns Chief Financial Officer and June 1, 2000
------------------------------- Principal Accounting Officer
Christopher Burns
/s/ Stephen O. Jaeger Chairman of the June 1, 2000
------------------------------- Board of Directors
Stephen O. Jaeger
/s/ Joanna T. Lau
------------------------------- Director June 1, 2000
Joanna T. Lau
/s/ Samuel H. Fuller Director June 1, 2000
-------------------------------
Samuel H. Fuller
/s/ Edward Terino Director June 1, 2000
-------------------------------
Edward Terino
</TABLE>
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Title Page
---------- ----- ----
Exhibit 5 Opinion of Nutter, McClennen & Fish, LLP 5
Exhibit 23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
Exhibit 23.2 Consent of Ernst & Young LLP 6
4
