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 15, 2005
INTERNATIONAL SPECIALTY HOLDINGS 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)
333-82822 22-3807354
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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) 427-5715
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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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ISP Management Company, Inc. and Salvatore J. Guccione, Senior Vice
President and Chief Financial Officer of International Specialty Holdings Inc.,
have entered into a Separation Agreement and General Release dated as of
September 15, 2005 (the "Agreement"). The material terms of the Agreement are
set forth below. For purposes of the Agreement, reference to "ISP" includes
International Specialty Holdings Inc., as well as any other affiliated, related,
subsidiaries, or parent companies of ISP Management Company, Inc.
For the period beginning September 16, 2005 and ending on August 15,
2006, Mr. Guccione will continue to receive his base salary as in effect on
September 15, 2005 in the form of 22 semi-monthly payments of $12,133.34 each,
less standard withholding and payroll deductions. In the event that Mr. Guccione
accepts new full-time employment prior to August 15, 2006, he must notify ISP,
and the semi-monthly payments will be reduced by the amount of his new rate of
pay.
Mr. Guccione will be eligible to continue to participate in the
medical, dental and life insurance programs through August 15, 2006. If, at any
time prior to August 15, 2006, Mr. Guccione becomes eligible for coverage under
any other group health insurance plan, Mr. Guccione must notify ISP, and ISP
will no longer be obligated to provide any medical, dental, or life insurance to
Mr. Guccione and his dependents.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(b) On September 15, 2005, Salvatore J. Guccione resigned as Chief
Financial Officer of International Specialty Holdings Inc. (the "Company")
effective immediately. Mr. Kenneth M. McHugh, Vice President and Controller,
will take over Mr. Guccione's duties until a new Chief Financial Officer is
hired by the Company.
(c) Mr. McHugh, 54, has worked for the Company as Vice President and
Controller since 2002. Prior to that, from 2000 through 2001, Mr. McHugh held
the position of Corporate Controller at International Flavors and Fragrances
Inc., a flavor and fragrance manufacturer, following its acquisition of Bush
Boake Allen, Inc., another flavor and fragrance company, where Mr. McHugh held
the position of Vice President and Controller from 1994 through 2000. Mr. McHugh
originally joined Bush Boake Allen, Inc. in 1986.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.5 Separation Agreement and General Release between ISP Management
Company, Inc. and Salvatore J. Guccione dated as of September 15, 2005.
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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.
INTERNATIONAL SPECIALTY HOLDINGS INC.
Dated: September 21, 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
10.5 Separation Agreement and General Release between ISP
Management Company, Inc. and Salvatore J. Guccione dated
as of September 15, 2005.
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