<PAGE>
As filed with the Securities and Exchange Commission on October 16, 1996
Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
INTERLINK COMPUTER SCIENCES, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2990567
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(State of Incorporation) (IRS Employer Identification No.)
Interlink Computer Sciences, Inc.
47370 Fremont Boulevard
Fremont, CA 94538
(Address of Principal Executive Offices)
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1992 Stock Option Plan
1996 Employee Stock Purchase Plan
1996 Director Stock Option Plan
(Full Title of the Plans)
--------------------
CHARLES W. JEPSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTERLINK COMPUTER SCIENCES, INC.
47370 Fremont Boulevard
Fremont, CA 94538
(Name and address of agent for service)
(510) 657-9800
(Telephone number, including area code, of agent for service)
--------------------
Copy to
Thomas C. DeFilipps, Esq.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM
SECURITIES TO TO BE OFFERING AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
- 1996 Employee Stock
Purchase Plan 350,000 $ 7.55(1) $ 2,642,500.00 $ 800.76
- 1996 Director Stock Option Plan
shares subject to outstanding
options 0 $ 0.00 $ 0.00 $ 0.00
shares available for future grant 300,000 $ 8.875(2) $ 2,662,500.00 $ 806.82
- 1992 Stock Option Plan
shares subject to outstanding
options 1,003,751 $ 2.09 $ 2,097,839.59 $ 635.71
shares available for future option
grant 1,101,249 $ 8.875(2) $ 9,773,584.88 $ 2,961.70
TOTALS 2,755,000 $17,176,424.47 $ 5,205.00
========= ============== ===========
</TABLE>
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the amount of the registration fee on the basis of 85% of the
high and low price reported in the Nasdaq National Market System on October
11, 1996.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the amount of the registration fee on the basis of 100% of the
high and low price reported in the Nasdaq National Market System on October
11, 1996.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
-------------------------------------
There are hereby incorporated by reference in this registration statement the
following documents and information heretofore filed with the Securities and
Exchange Commission:
1. The Company's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
the effectiveness of the Company's Registration Statement on Form S-1 filed on
August 14, 1996, as amended.
2. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A dated July 23, 1996, filed pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Counsel for the Company, Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation, 650 Page Mill Road, Palo Alto, California 94304-1050, has rendered
an opinion to the effect that the Common Stock offered hereby will, when issued
in accordance with the registrant's Amended 1992 Stock Option Plan, 1996
Director Stock Option Plan, and 1996 Employee Stock Purchase Plan, be legally
and validly issued, fully paid and non-assessable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145 of the Delaware Corporation Law authorizes a court to award, or
a corporation's Board of Directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Company's Restated Certificate
of
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<PAGE>
Incorporation limits the liability of the Company's directors for monetary
damages arising from breach of their fiduciary duty, except to the extent
otherwise required by the Delaware Corporation Law. Article VI of the Company's
Bylaws provides for indemnification of the Company's directors, officers,
employees, and other agents to the maximum extent permitted by the Delaware
Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
Exhibit
Number
--------
4.1* Amended 1992 Stock Option Plan
4.2* Form of Incentive Stock Option Agreement
4.3* Form of Nonstatutory Stock Option Agreement
4.4* 1996 Employee Stock Purchase Plan
4.5* 1996 Director Stock Option Plan
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young Chartered Accountants
23.3 Consent of Wilson, Sonsini, Goodrich & Rosati, P.C.
(contained in Exhibit 5.1)
24.1 Power of Attorney (See Page 6)
- --------------------
* Incorporated by reference from exhibits filed with the Company's Registration
Statement on From S-1 (File No. 333-05243) filed on June 5, 1996, as amended on
July 23, August 5, August 13, and August 14, 1996.
ITEM 9. UNDERTAKINGS.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, of California, on October 11, 1996.
INTERLINK COMPUTER SCIENCES, INC.
By: /s/ Charles W. Jepson
------------------------------------
Charles W. Jepson,
President and Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles W. Jepson and Gloria M. Purdy jointly and
severally, his attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, 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 attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
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<PAGE>
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.
SIGNATURE TITLE DATE
--------- ----- ----
/S/Charles W. Jepson
- ----------------------------- President, Chief Executive October 11, 1996
Charles W. Jepson Officer and Director
(Principal Executive Officer)
/S/Gloria M. Purdy
- ----------------------------- Vice President of Finance, October 11, 1996
Gloria M. Purdy Chief Financial Officer,
Treasurer, and Secretary
(Principal Financial and
Accounting Officer)
*/S/Thomas H. Bredt
- ----------------------------- Chairman of the Board of October 11, 1996
Thomas H. Bredt Directors
*/S/Ronald W. Braniff
- ----------------------------- Director October 11, 1996
Ronald W. Braniff
*/S/D. Benedict Dulley
- ----------------------------- Director October 11, 1996
D. Benedict Dulley
*/S/Andrew I. Fillat
- ----------------------------- Director October 11, 1996
Andrew I. Fillat
* BY: /S/Charles W. Jepson
------------------------
Charles W. Jepson,
(Attorney-in-fact)
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<PAGE>
INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- -------------- ------------------------------------------- ---------------------
<C> <S> <C>
4.1* Amended 1992 Stock Option Plan
4.2* Form of Incentive Stock Option Agreement
4.3* Form of Nonstatutory Stock Option Agreement
4.4* 1996 Employee Stock Purchase Plan
4.5* 1996 Director Stock Option Plan
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati,
P.C.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young Chartered
Accountants
23.3 Consent of Wilson, Sonsini, Goodrich & Rosati, Contained in Exhibit 5.1
P.C.
24.1 Power of Attorney Page 6 of Registration
Statement
</TABLE>
- -------------------
*Incorporated by reference from exhibits filed with the Company's Registration
Statement on Form S-1 (File No. 333-05243) as amended, filed on June 5, 1996, as
amended on July 23, August 5, August 13, and August 14, 1996.
<PAGE>
EXHIBIT 5.1
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October 16, 1996
INTERLINK COMPUTER SCIENCES, INC.
47370 Fremont Boulevard
Fremont, CA 94538
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about October 16, 1996 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 350,000 shares of your Common Stock
reserved for issuance under the 1996 Employee Stock Purchase Plan, 300,000
shares of your Common Stock under the 1996 Director Stock Option Plan and of
2,105,000 shares of your Common Stock reserved for issuance under the 1992 Stock
Option Plan (the "Plans"). As your legal counsel, we have examined the
proceedings taken and proposed to be taken in connection with the issuance,
sale, and payment of consideration for the shares to be issued under the Plans.
It is our opinion that, when issued and sold in the manner referred to in the
Plans and pursuant to the agreements which accompany the Plans, the shares will
be legally and validly issued, fully paid, and non-assessable.
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 and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
By: /S/Thomas C. DeFilipps
-------------------------------
Thomas C. DeFilipps
<PAGE>
EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Interlink Computer Sciences, Inc. and Subsidiaries on Form S-8
of our report 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 as of
June 30, 1996 and 1995, and for the years ended June 30, 1994, 1995, and 1996,
which report is included in the registration statement on Form S-1 (File No.
333-05423) of Interlink Computer Sciences, Inc. and Subsidiaries filed with
the Securities and Exchange Commission pursuant to the Securities Act of 1933.
/s/ COOPERS & LYBRAND L.L.P.
San Jose, California
October 15, 1996
<PAGE>
EXHIBIT 23.2
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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 No. 333-05423) of Interlink Computer Sciences, Inc., which
is incorporated by reference in the Registration Statement (Form S-8) pertaining
to the stock plans of Interlink Computer Sciences, Inc., filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG CHARTERED ACCOUNTANTS
Calgary, Canada
October 15, 1996
