UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) MAY 10, 2005
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ISP CHEMCO INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
333-17827-01 51-0382622
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(Commission File Number) (IRS Employer Identification No.)
300 DELAWARE AVENUE
SUITE 303
WILMINGTON, DELAWARE 19801
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(Address of Principal Executive Offices) (Zip Code)
(302) 427-5818
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ADDITIONAL REGISTRANTS
Address, including zip code
State or other and telephone number,
jurisdiction of including area code, of
Exact name of registrant as incorporation or Registration No./I.R.S. registrant's principal
specified in its charter organization Employer Identification No. executive offices
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ISP Chemicals Inc. Delaware 333-70144-08/ Route 95 Industrial Area,
22-3807357 P.O. Box 37
Calvert City, KY 42029
(270) 395-4165
ISP Minerals Inc. Delaware 333-70144-07/ 34 Charles Street
22-3807370 Hagerstown, MD 21740
(301) 733-4000
ISP Technologies Inc. Delaware 333-70144-09/ 4501 Attwater Avenue and
22-3807372 State Highway 146
Texas City, TX 77590
(409) 945-3411
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(b) On May 10, 2005, Mr. Richard A. Weinberg resigned from his
positions as Executive Vice President, Secretary and director of ISP Chemco Inc.
(the "Company"), to be effective immediately, after twelve years of service to
the Company, in order to pursue another opportunity. Mr. Weinberg also resigned
his positions and directorships from all other affiliated companies, including
our parent company, International Specialty Holdings Inc. ("Holdings"). On the
same date, Holdings announced the appointment of Mr. Peter J. Ganz as Senior
Vice President, General Counsel and Secretary. Mr. Ganz began his career at
International Specialty Products Inc. in 1995 and his current positions include
Senior Vice President and General Counsel of the Company.
Mr. Weinberg will remain with the Company and affiliated companies
until July 15, 2005, during which time Mr. Weinberg will assist in transitioning
his duties to Mr. Ganz.
Attached as Exhibit 99.1 is a communication distributed by the
Company regarding Mr. Weinberg's departure and Mr. Ganz' appointments.
(d) On May 10, 2005, Mr. Peter J. Ganz was elected to the board of
directors of the Company and of Holdings.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Company announcement.
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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.
ISP CHEMCO INC.
ISP CHEMICALS INC.
ISP MINERALS INC.
ISP TECHNOLOGIES INC.
Dated: May 16, 2005 By: /s/ Kenneth M. McHugh
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Name: Kenneth M. McHugh
Title: Vice President and
Controller
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Company announcement.
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