As filed with the Securities and Exchange Commission on March 3, 1999
Registration No. 333-
=============================================================================
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 97-2990567
------------ ----------------
(State of Incorporation) (IRS Employer Identification No.)
Interlink Computer Sciences, Inc.
47370 Fremont Boulevard
Fremont, CA 94538
(Address of Principal Executive Offices)
------------------------------------
1996 EMPLOYEE STOCK PURCHASE PLAN
1992 STOCK OPTION PLAN
(Full Title of the Plan)
---------------------------------
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)
----------------------------------
Copy to
Thomas C. DeFilipps, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
=============================================================================
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
==============================================================================
<CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Aggregate Registration
be Registered Registered Price Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, $.001 par value
- 1992 Stock Option Plan
Amendment approval 150,000 $3.0938 (1) $464,062.50 $129.01
- 1996 Employee Stock
Purchase Plan Amendment 250,000 $3.0938 (1) $773,437.50 $215.02
approval
Total 400,000 $3.0938 $1,237,500.00 $344.03
<FN>
(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 from February 22, 1999 to February 26, 1999.
</FN>
</TABLE>
2
<PAGE>
INCORPORATION BY REFERENCE OF
PRIOR S-8 REGISTRATION STATEMENT
This Registration Statement is made for the registration of
150,000 additional shares of common stock under the Company's 1992 Stock Option
Plan and 250,000 additional shares of common stock under the 1996 Employee Stock
Purchase 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 shares of common stock of the
Company to be issued upon exercise of options under the Company's 1992 Stock
Option Plan and for the registration of shares to be issued pursuant to the
Company's 1996 Employee Stock Purchase 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 3, 1999.
INTERLINK COMPUTER SCIENCES, INC.
BY: /s/ JAMES A. BARTH
----------------------------------------
James A. Barth
Chief Financial Officer
3
<PAGE>
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.
<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 3, 1999
- --------------------------------- Officer and Director
Augustus J. Berkeley
(Principal Executive Officer)
/s/ James A. Barth Vice President of Finance, March 3, 1999
- ---------------------------------- Chief Financial Officer,
James A. Barth Treasurer, and Secretary
(Principal Financial and
Accounting Officer)
/s/ Ronald W. Brainiff Director March 3, 1999
- -----------------------------------
Ronald W. Brainiff
/s/ Andrew I. Fillat Director March 3, 1999
- -----------------------------------
Andrew I. Fillat
/s/ Ralph B. Godfrey Director March 3, 1999
- -----------------------------------
Ralph B. Godfrey
</TABLE>
4
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit
Number Description
------------------- -------------------------------
<S> <C>
4.1* Amended 1992 Stock Option Plan
4.2* 1996 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
P.C.
23.1 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Wilson Sonsini Goodrich & Rosati,
P.C. (incorporated in Exhibit 5.1)
24.1 Power of Attorney (see page 4)
<FN>
Incorporated by reference from exhibits filed with the Company's
Registration Statement on Form S-1 (File No. 333-05243) filed
on June 5, 1996, as amended on July 23, August 5, August 13,
and August 14, 1996.
</FN>
</TABLE>
EXHIBIT 5.1
March 3, 1999
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 3,
1999 (the "Registration Statement"), in connection with the registration under
the Securities Act of 1933, as amended, of an additional 150,000 shares of your
Common Stock to be reserved for issuance under the 1992 Stock Option Plan and
250,000 shares of your Common Stock to be reserved for issuance under the 1996
Employee Stock Purchase Plan (the "Shares"). 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 1992 Stock Option Plan and the 1996 Employee Stock Purchase Plan
(collectively, 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
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 of our report dated
July 24, 1998 with regard to the consolidated financial statements and financial
statement schedule of Interlink Computer Sciences, Inc. and its subsidiaries as
of June 30, 1997 and 1998, and for the years ended June 30, 1996, 1997 and 1998,
appearing in the Annual Report on Form 10-K (File No. 000-21077) for the year
ended June 30, 1998 of Interlink Computer Sciences, Inc. filed with the
Securities and Exchange Commission under the Securities Act of 1934.
PricewaterhouseCoopers LLP
San Jose, California
March 3, 1999
