INTERLINK COMPUTER SCIENCES INC
S-8 POS, 1997-03-11
COMPUTER INTEGRATED SYSTEMS DESIGN
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     As filed with the Securities and Exchange Commission on March 11, 1997
                                                      Registration No. 333-14249
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                 Post-Effective
                                 Amendment No. 1
                                       to

                                    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
(State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                   Identification Number)

                        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)

                         ------------------------------

                                    Copy to:

                            THOMAS C. DEFILIPPS, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (415) 493-9300


================================================================================

<PAGE>
                                SUPPLEMENTAL NOTE

         Of the 2,755,000 shares of Common Stock of the Registrant registered on
this  registration  statement,  the  Registrant  has  sold or  intends  to sell,
pursuant to its 1996 Employee Stock Purchase Plan,  350,000 shares,  pursuant to
its 1992 Stock Option Plan,  2,105,000 shares, and pursuant to its 1996 Director
Stock Option Plan, 150,000 shares. The Registrant  initially  registered 300,000
shares under its 1996 Director Stock Option Plan but intends to only issue up to
150,000  shares  pursuant  to such  plan.  Accordingly,  the  Registrant  hereby
deregisters  150,000  shares of its Common Stock of the 300,000 shares that were
registered under the Registrant's  1996 Director Stock Option Plan, but does not
otherwise amend this registration statement.


                                       2
<PAGE>

                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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
Post-Effective  Amendment  No. 1 to  Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Fremont,
State of California, on March 3, 1997.


                                    INTERLINK COMPUTER SCIENCES, INC.

                                    By:    /s/ Charles W. Jepson
                                           -------------------------------------
                                           Charles W. Jepson,
                                           President and Chief Executive Officer




                                       3
<PAGE>


                                POWER OF ATTORNEY

         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.
<TABLE>

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<CAPTION>

               Signature                                  Title                                   Date
               ---------                                  -----                                   ----

<S>                                       <C>                                                 <C>
         /S/CHARLES W. JEPSON             President, Chief Executive Officer                  March 3, 1997
- -------------------------------------     and Director
           Charles W. Jepson              (Principal Executive Officer)


          /S/GLORIA M. PURDY              Vice President of Finance, Chief                    March 3, 1997
- -------------------------------------     Financial Officer, Treasurer, and
             Gloria M. Purdy              Secretary (Principal Financial
                                          and Accounting Officer)


          */S/THOMAS H. BREDT             Chairman of the Board of Directors                  March 3, 1997
- -------------------------------------
            Thomas H. Bredt


        */S/RONALD W. BRAINIFF            Director                                            March 3, 1997
- -------------------------------------
          Ronald W. Brainiff


        */S/D. BENEDICT DULLEY            Director                                            March 3, 1997
- -------------------------------------
          D. Benedict Dulley


         */S/ANDREW I. FILLAT             Director                                            March 3, 1997
- -------------------------------------
           Andrew I. Fillat


* BY:  /S/CHARLES W. JEPSON
     --------------------------------
          Charles W. Jepson,
          (Attorney-in-fact)
</TABLE>


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