As filed with the Securities and Exchange Commission on January 28, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL SPECIALTY PRODUCTS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 51-0376469
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
300 DELAWARE AVENUE - SUITE 303
WILMINGTON, DELAWARE 19801
(302) 427-5715
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
INTERNATIONAL SPECIALTY PRODUCTS INC.
2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of Plan)
RICHARD A. WEINBERG, ESQ.
C/O ISP MANAGEMENT COMPANY, INC.
1361 ALPS ROAD, WAYNE, NEW JERSEY 07470
(973) 628-3520
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
MICHAEL E. LUBOWITZ, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
NY2:\1115116\04\NWFG04!.DOC\54104.0001
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered Registered(1) Price Per Share(2) Offering Price(2) Registration Fee
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Common Stock,
par value $.01 per share 200,000 shares $8.38 $1,675,322 $154.13
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c), under the Securities Act
of 1933, based upon the average of the high and low prices of the Registrant's
Common Stock as reported on the New York Stock Exchange on January 23, 2002.
With respect to certain outstanding options, the fee was based on the price at
which such options may be exercised. The exercise price for 6,000 options is
$5.875, the exercise price for 9,000 options is $6.313, the exercise price for
5,000 options is $6.063, the exercise price for 3,000 options is $10.89 and the
exercise price for 10,000 options is $8.24.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. PLAN INFORMATION.
The documents containing the information specified in Part I of this
registration statement will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended. Those documents are not
required to be filed with the Securities and Exchange Commission either as part
of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. Those documents and the documents incorporated by
reference in this registration statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
Item 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in the Section 10(a) prospectus), along with other
documents required to be delivered to eligible employees pursuant to Rule 428(b)
or additional information about the International Specialty Products Inc. 2000
Stock Option Plan for Non-Employee Directors, are available without charge to
eligible employees by writing or calling ISP at
International Specialty Products Inc.
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07470
(973) 628-4000
Attention: Corporate Secretary
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC by ISP (including
its predecessors, "ISP") are incorporated herein by reference:
(a) ISP's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000.
(b) ISP's Quarterly Reports on Form 10-Q for the
quarterly periods ended September 30, 2001, July 1,
2001 and April 1, 2001 and ISP's current report on
Form 8-K filed on June 28, 2001.
(c) The description of ISP's common stock, par value $.01
per share, contained in ISP's registration statement
on Form 8-A filed with the SEC on June 21, 1991.
All documents subsequently filed by ISP with the SEC pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ISP is a Delaware corporation. Subsection (b)(7) of Section 102 of the
Delaware General Corporation Law (the "DGCL") enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal
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liability of a director to the corporation or its stockholders for monetary
damages for violations of the director's fiduciary duty, except (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the
DGCL (providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit. Article SEVENTH of ISP's
Amended and Restated Certificate of Incorporation provides that directors and
officers shall not be personally liable to the corporation or its stockholders
for monetary damages if a director or officer acts in good faith and in a manner
he reasonably believes to be in or not opposed to the best interests of ISP and
provides for indemnification of the officers and directors of ISP to the full
extent permitted by applicable law.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding provided that such
director or officer acted in good faith in a manner reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, provided further that such director or
officer has no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that despite the adjudication of liability but in view of all
of the circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
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Section 145 further provides that (i) to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person, in connection therewith; and (ii) indemnification and advancement
of expenses provided for, by, or granted pursuant to, Section 145 shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled. In addition, Section 145 empowers the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of ISP
pursuant to the foregoing provisions, or otherwise, ISP has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by ISP of
expenses incurred or paid by a director, officer or controlling person of ISP 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, ISP 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 Act and will be governed by the final adjudication of such
issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
4.1 Amended and Restated Certificate of Incorporation of ISP (incorporated
by reference to Exhibit 4.1 to the Post-Effective Amendment No. 1 on
Form S-8 to Form S-4 of ISP (Registration No. 333-53709)).
4.2 By-Laws of ISP, as amended (incorporated by reference to Exhibit 99.2
to the registration statement on Form S-4 of ISP (Registration No.
333-53709)).
*4.3 International Specialty Products Inc. 2000 Stock Option Plan for Non-
Employee Directors.
*5 Opinion of Richard A. Weinberg, Esq.
*23 Consent of Arthur Andersen LLP
*24 Power of Attorney (included on signature page)
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*Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective
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 this registration
statement (or the most recent
post-effective amendment thereof)
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which, individually or in the
aggregate, represent a fundamental
change in the information set forth
in this registration statement.
Notwithstanding the foregoing, any
increase or decrease in the volume
of securities offered (if the total
dollar value of securities offered
would not exceed that which was
registered) and any deviation from
the low or high and the estimated
maximum offering range may be
reflected in the form of prospectus
filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the
changes in volume and price
represent no more than a 20 percent
change in the maximum aggregate
offering price set forth in the
"Calculation of Registration Fee"
table in the effective registration
statement; and
(iii) to include any material information
with respect to the plan of
distribution not previously
disclosed in this registration
statement or any material change to
such information in this
registration statement;
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement
is on Form S-3, Form S-8 or Form
F-3, and the information required to
be included in a post-effective
amendment by those paragraphs is
contained in periodic reports filed
with or furnished to the SEC
by the registrant pursuant to
Section 13 or 15(d) of the
Exchange Act that
are incorporated by reference in
this registration statement.
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(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.
(b) 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 that is
incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons 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 Act and is,
therefore, 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
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, ISP 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 Township of
Wayne, State of New Jersey, on January 24, 2002.
INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ Susan B. Yoss
---------------------------------------
Name: Susan B. Yoss
Title: Executive Vice President -
Finance and Treasurer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose name appears below hereby constitutes Susan
B. Yoss such person's true and lawful attorney, with full power of substitution
to sign for such person and in such person's name and capacity indicated below,
any and all amendments to this registration statement, and to file the same with
the Securities and Exchange Commission, hereby ratifying and confirming such
person's signature as it may be signed by said attorney to any and all
amendments.
Signature Title Date
--------- ----- ----
/s/ Samuel J. Heyman Chairman and Director January 24, 2002
---------------------------
Samuel J Heyman
/s/ Sunil Kumar President, Chief Executive January 24, 2002
--------------------------- Officer and Director
Sunil Kumar (Principal Executive Officer)
/s/ Susan B. Yoss Executive Vice President-Finance January 24, 2002
--------------------------- and Treasurer (Principal Financial
Susan B. Yoss Officer)
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/s/ Jon W. Rushatz Vice President-Finance January 24, 2002
--------------------------- (Principal Accounting Officer)
Jon W. Rushatz
/s/ Robert Englander Director January 24, 2002
---------------------------
Robert Englander
/s/ Charles M. Diker Director January 24, 2002
---------------------------
Charles M. Diker
/s/ Alan Meckler Director January 24, 2002
---------------------------
Alan Meckler
/s/ Sanford Kaplan Director January 24, 2002
---------------------------
Sanford Kaplan
/s/ Burt Manning Director January 24, 2002
---------------------------
Burt Manning
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Amended and Restated Certificate of Incorporation of ISP
(incorporated by reference to Exhibit 4.1 to the Post Effective
Amendment No. 1 on Form S-8 to Form S-4 of ISP (Registration
No. 333-53709)).
4.2 By-Laws of ISP, as amended (incorporated by reference to
Exhibit 99.2 to the registration statement on Form S-4 of ISP
(Registration No. 333-53709)).
*4.3 International Specialty Products Inc. 2000 Stock Option Plan for
Non-Employee Directors.
*5 Opinion of Richard A. Weinberg, Esq.
*23 Consent of Arthur Andersen LLP
*24 Power of Attorney (included on signature page).
-------------
*Filed herewith
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