As filed with the Securities and Exchange Commission on March 25, 1998
Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERLINK COMPUTER SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2990567
(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
(Full Title of the Plan)
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AUGUSTUS J. BERKELEY
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)
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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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<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Proposed
Maximum Proposed
Title of Amount Offering Maximum
Securities to to be Price Per Aggregate Amount of
be Registered Registered Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
- 1992 Stock Option Plan
Shares available for future
grant 300,000 $ 5.28125(1) 1,584,375.00 $ 467.39
TOTAL 300,000 1,584,375.00 $ 467.39
======= ============ ==========
<FN>
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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 100% of the average of the high and low prices reported in the Nasdaq National Market System on March 23, 1998.
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</FN>
</TABLE>
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<PAGE>
INCORPORATION BY REFERENCE OF
PRIOR S-8 REGISTRATION STATEMENT
This Registration Statement is made for the registration of 300,000
additional shares of common stock under the Company's 1992 Stock Option Plan.
The contents of the Form S-8 Registration Statement filed with the Securities
and Exchange Commission (the "Commission") on October 16, 1996 (SEC File No.
333-14249) for the registration of common shares to be issued upon exercise of
option under the Company's 1992 Stock Option Plan are hereby incorporated by
reference.
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, of California, on March 24, 1998.
INTERLINK COMPUTER SCIENCES, INC.
By: /s/ JAMES A. BARTH
---------------------------------------
James A. Barth,
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Augustus J. Berkeley and James A. Barth
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>
<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/ AUGUSTUS J. BERKELEY President, Chief Executive March 24, 1998
--------------------------------------- Officer and Director
Augustus J. Berkeley (Principal Executive Officer)
/s/ JAMES A. BARTH
--------------------------------------- Vice President of Finance, March 24, 1998
James A. Barth Chief Financial Officer,
Treasurer, and Secretary
(Principal Financial and
Accounting Officer)
/s/ THOMAS H. BREDT
- ---------------------------------------- Chairman of the Board of March 24, 1998
Thomas H. Bredt Directors
- ---------------------------------------- Director
Ronald W. Brainiff
- ---------------------------------------- Director
Andrew I. Fillat
/s/ RALPH B. GODFREY
- ---------------------------------------- Director March 23, 1998
Ralph B. Godfrey
</TABLE>
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<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ---------------------------- ------------------------------------------------------- -------------------------------
<S> <C> <C>
4.1* Amended 1992 Stock Option Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
P.C.
23.1 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Contained in Exhibit 5.1
P.C.
24.1 Power of Attorney Contained in page 3 of this
Registration Statement
<FN>
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* Incorporated by reference from the Form S-8 Registration Statement filed with the Commission on October 16, 1996
(SEC File No. 333-14249).
</FN>
</TABLE>
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EXHIBIT 5.1
March 24, 1998
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 March 24, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an additional 300,000 shares of your
Common Stock to be reserved for issuance under the 1992 Stock Option Plan (the
"Plan"). 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 Plan.
It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the agreements which accompany the Plan, 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
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Interlink Computer Sciences, Inc., on Form S-8 for 300,000 shares
of Common Stock reserved for issuance under the Company's 1992 Stock Option Plan
of our report dated July 21, 1997, except for Note 5, "Contingencies," for which
the date is August 28, 1997 and Note 11 for which the date is September 18,
1997, on our audits of the consolidated financial statements and financial
statement schedule of Interlink Computer Sciences, Inc. and its subsidiaries as
of June 30, 1996 and 1997, and for the years ended June 30, 1995, 1996 and 1997,
appearing in the Annual Report on Form 10-K (File No. 000- 21077) for the year
ended June 30, 1997 of Interlink Computer Sciences, Inc. filed with the
Securities and Exchange Commission under the Securities Act of 1934.
COOPERS & LYBRAND L.L.P.
San Jose, California
March 24, 1998
