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) SEPTEMBER 13, 2005 INTERNATIONAL SPECIALTY HOLDINGS INC. - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) DELAWARE - ------------------------------------------------------------------------------ (State or Other Jurisdiction of Incorporation) 333-82822 22-3807354 - ------------------------------------------------------------------------------ (Commission File Number) (IRS Employer Identification No.) 300 DELAWARE AVENUE SUITE 303 WILMINGTON, DELAWARE 19801 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) (302) 427-5715 - ------------------------------------------------------------------------------ (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE - ------------------------------------------------------------------------------ (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)) ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS (b) On September 13, 2005, Mr. Peter J. Ganz resigned from the board of directors of International Specialty Holdings Inc. (the "Company"), effective September 23, 2005. ITEM 8.01. OTHER EVENTS On September 13, 2005, Mr. Ganz resigned his positions as Senior Vice President, General Counsel and Secretary of the Company, to be effective September 23, 2005, after ten years of service with the Company in various positions, in order to pursue another opportunity. Mr. Ganz also resigned his positions and directorships from all other affiliated companies, including ISP Chemco Inc. Mr. Marc J. Kurzman, who has frequently acted as outside counsel to the Company over the past several years, will serve as Acting General Counsel and will take over Mr. Ganz's duties until a new General Counsel is hired by the Company. 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. INTERNATIONAL SPECIALTY HOLDINGS INC. Dated: September 19, 2005 By: /s/ Kenneth M. McHugh --------------------- Name: Kenneth M. McHugh Title: Vice President and Controller