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) OCTOBER 24, 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))
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(c) On October 24, 2005, International Specialty Holdings Inc.
("Holdings") announced the appointment of Roger J. Cope, age 60, to the position
of Interim Chief Financial Officer of Holdings and ISP Chemco Inc.
Mr. Cope has been employed by International Specialty Products Inc.
("ISP"), Holdings' parent, since 1985 and has held a variety of senior level
positions in the Finance and Sales & Marketing areas. From July 1999 through
December 2003, he held the position of Senior Vice President Sales and
Commercial Director, Europe, for Holdings, ISP Chemco Inc., ISP and most of
ISP's subsidiaries. Subsequently, Mr. Cope held the position of Senior Vice
President Sales and Marketing, North America, for Holdings, ISP Chemco Inc.,
ISP and most of ISP's subsidiaries from January 2004 to April 2005. Then, he
held the position of Senior Vice President, Europe Product Supply, from April
2005 to October 2005 for ISP Management Company, Inc.
On October 3, 2005, ISP Management Company Inc. (the "Company") and Mr.
Cope entered into an employment agreement relating to his appointment to the
position of Senior Vice President - Special Projects (the "Agreement"). The
Agreement continues in effect and has not been amended in connection with Mr.
Cope's appointment to the position of Interim Chief Financial Officer. Pursuant
to the Agreement, Mr. Cope will receive a fixed annual base salary of $249,370
and a bonus in the amount of $130,000 for the 2005 calendar year. Mr. Cope's
term of employment will expire on June 30, 2006.
Pursuant to the Agreement, Mr. Cope is eligible to participate in all
ISP employee group benefit programs, including vacation, medical, dental, group
life, vision, prescription drug, long-term disability, business travel accident,
and the 401(k) plan, in the same manner and on the same terms as such programs
are made available by the Company to comparable active salaried employees. He
will also be entitled to the use of a company car.
In the event that Mr. Cope is terminated for reasons other than for
cause, the Company shall pay to him his base salary through June 30, 2006. After
the expiration of Mr. Cope's term of employment on June 30, 2006, provided that
he has not been terminated for cause prior to such date, Mr. Cope will be
eligible for six months of severance pay.
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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: October 28, 2005 By: /s/Kenneth M. McHugh
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Name: Kenneth M. McHugh
Title: Vice President and Controller
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