-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K3bTyAqWhZEK5XDXHAA2USwgARI1x8Qdepi00LjGaA03VSS5Y/NTjGTb+g35QN/W 2RdBjmYx6awRs//F+iTDFw== 0000917471-99-000001.txt : 19990430 0000917471-99-000001.hdr.sgml : 19990430 ACCESSION NUMBER: 0000917471-99-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990325 ITEM INFORMATION: FILED AS OF DATE: 19990429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSO CORP CENTRAL INDEX KEY: 0000917471 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 043216243 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23384 FILM NUMBER: 99604261 BUSINESS ADDRESS: STREET 1: 31 ST JAMES ST, 11TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6177536500 MAIL ADDRESS: STREET 1: 31 ST JAMES STREET, 11TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: INFOSOFT INTERNATIONAL INC DATE OF NAME CHANGE: 19940112 8-K 1 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) EX-99.1 2 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 bsavage@inso.com jringrose@inso.com Michael E. Melody Vice President Strategic Planning and Operations (617) 753-6767 mmelody@inso.com EX-99.2 3 Exhibit 99.2 PRESS CONTACT: Donna Murno Inso Corporation 617/753-6788 (Telephone) 617/753-6665 (Fax) dmurno@inso.com 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. EX-99.3 4 Press Contact: Donna M. Murno Inso Corporation 617/753-6788 (Telephone) 617/753-6665 (Fax) dmurno@inso.com 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. -----END PRIVACY-ENHANCED MESSAGE-----