<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1996
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
INTERLINK COMPUTER SCIENCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7373 94-2990567
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
INTERLINK COMPUTER SCIENCES, INC.
47370 FREMONT BOULEVARD, FREMONT, CALIFORNIA 94538
(510) 657-9800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
CHARLES W. JEPSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTERLINK COMPUTER SCIENCES, INC.
47370 FREMONT BOULEVARD, FREMONT, CALIFORNIA 94538
(510) 657-9800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPIES TO:
THOMAS C. DEFILIPPS, ESQ. THOMAS A. BEVILACQUA, ESQ.
WILSON SONSINI GOODRICH & ROSATI BROBECK, PHLEGER & HARRISON LLP
PROFESSIONAL CORPORATION ONE MARKET
650 PAGE MILL ROAD SPEAR STREET TOWER
PALO ALTO, CALIFORNIA 94304 SAN FRANCISCO, CALIFORNIA 94105
(415) 493-9300 (415) 442-0900
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration
Statement.
---------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-05243
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (2) OFFERING PRICE (2) FEE (3)
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<S> <C> <C> <C> <C>
230,000
Common Stock, $.001 par value.. shares (1) $10.00 $2,300,000 $793.10
=======================================================================================================
</TABLE>
(1) Includes 30,000 shares that the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(a).
(3) A registration fee of $17,448.28 was previously paid.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
Incorporated by reference herein is, in its entirety, the Registration
Statement on Form S-1 (File No. 333-05243) of Interlink Computer Sciences,
Inc., which was declared effective by the Securities and Exchange Commission
on August 14, 1996.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Fremont, State of California, on the 14th day of August, 1996.
Interlink Computer Sciences, Inc.
By: /s/ Charles W. Jepson
----------------------------------
(Charles W. Jepson)
President, Chief Executive Officer
and Director (Principal Executive
Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Charles W. Jepson President, Chief Executive August 14, 1996
____________________________________ Officer and Director
(Charles W. Jepson) (Principal Executive Officer)
/s/ Gloria M. Purdy Chief Financial Officer and August 14, 1996
____________________________________ Secretary (Principal
(Gloria M. Purdy) Financial and Accounting
Officer)
/s/ Thomas H. Bredt * Chairman of the August 14, 1996
____________________________________ Board of Directors
(Thomas H. Bredt)
/s/ Ronald W. Braniff * Director August 14, 1996
____________________________________
(Ronald W. Braniff)
/s/ D. Benedict Dulley * Director August 14, 1996
____________________________________
(D. Benedict Dulley)
/s/ Andrew I. Fillat * Director August 14, 1996
____________________________________
(Andrew I. Fillat)
*By: /s/ Gloria M. Purdy
----------------------------
(Gloria M. Purdy)
(Attorney-in-fact)
</TABLE>
II-1
<PAGE>
EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
August 15, 1996
Interlink Computer Sciences, Inc.
47370 Fremont Boulevard
Fremont, CA 94538
RE: REGISTRATION STATEMENT ON FORM S-1
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by you with
the Securities and Exchange Commission on August 15, 1996 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of the shares of Common Stock registered pursuant to the
Registration Statement (the "Shares"). The Shares are to be sold as described
in the Registration Statement. As your counsel in connection with this
transaction, we have examined the proceedings taken and proposed to be taken
in connection with said sale and issuance of the Shares.
It is our opinion that the Shares, when issued and sold in the manner
referred to in the Registration Statement, will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in
the Registration Statement, including the Prospectuses constituting a part
thereof, and any amendment thereto.
Very truly yours,
/s/ Wilson, Sonsini, Goodrich & Rosati
-------------------------------------
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
II-2
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of our reports dated July 22, 1996, except for Note 13 for which the date is
July 26, 1996, on our audits of the financial statements and the financial
statement schedule of Interlink Computer Sciences, Inc. and Subsidiaries
appearing in the registration statement on Form S-1 (File No. 333-05243) of
Interlink Computer Sciences, Inc. filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933. We also consent to the
reference to our firm under the caption "Experts."
By: /s/ COOPERS & LYBRAND L.L.P
----------------------------------
COOPERS & LYBRAND L.L.P.
San Jose, California
August 15, 1996
II-3
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated May 1, 1995, with respect to the consolidated
financial statements of New Era Systems Services Ltd. in the Registration
Statement (Form S-1) and related prospectus of Interlink Computer Sciences,
Inc. dated August 15, 1996.
By: /s/ ERNST & YOUNG CHARTERED ACCOUNTANTS
-------------------------------------------
ERNST & YOUNG CHARTERED ACCOUNTANTS
Calgary, Canada
August 15, 1996
II-4
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, Charles W. Jepson and
Gloria M. Purdy, and each one of them, individually and without the other, his
or her attorney-in-fact, each with the power of substitution, for him or her
in any and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments) and to sign any regisrtation
statement for the same offering covered by this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, and all post-effective amendments thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his or her substitute or
substitutes, may do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Charles W. Jepson President, Chief Executive June 5, 1996
____________________________________ Officer and Director
(Charles W. Jepson) (Principal Executive Officer)
/s/ Gloria M. Purdy Vice President of Finance, June 5, 1996
____________________________________ Chief Financial Officer,
(Gloria M. Purdy) Treasurer and Secretary
(Principal Financial and
Accounting Officer)
/s/ Ronald W. Braniff Director June 5, 1996
____________________________________
(Ronald W. Braniff)
/s/ Thomas H. Bredt Director June 5, 1996
____________________________________
(Thomas H. Bredt)
/s/ D. Benedict Dulley Director June 5, 1996
____________________________________
(D. Benedict Dulley)
/s/ Andrew I. Fillat Director June 5, 1996
____________________________________
(Andrew I. Fillat)
</TABLE>
II-5
<PAGE>
INTERLINK COMPUTER SCIENCES, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(see page II-2).
23.1 Consent of Coopers & Lybrand L.L.P. (see page II-3).
23.2 Consent of Ernst & Young Chartered Accountants (see page II-4).
23.3 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit
5.1).
24.1 Power of Attorney (see page II-5).
</TABLE>
