<PAGE>
As filed with the Securities and Exchange Commission on July 14, 1995
Registration No. 33-__________
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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INTERLEAF, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Massachusetts 04-2729042
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NUMBER)
Prospect Place, 9 Hillside Avenue, Waltham, MA 02154
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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1993 INCENTIVE STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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John K. Hyvnar, General Counsel
Interleaf, Inc.
Prospect Place, 9 Hillside Avenue
Waltham, Massachusetts 02154
(Name and ADDRESS OF AGENT FOR SERVICE)
Telephone No.: (617)290-0710
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to Offering Price Aggregate Registration
Registered to be Registered Per Share* Offering Price Fee
- ------------------ -------------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, 750,000 $7.69 $5,767,500 $1,989
$.01 par value shares
__________________________
<FN>
*Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(h), based upon the average of the high and
low sale prices of the Common Stock in the National Market System as reported by
NASDAQ on July 7, 1995.
</TABLE>
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 relates to 750,000 additional
shares of Common Stock, $.01 par value per share, to be offered pursuant to the
1993 Incentive Stock Option Plan (the "Plan") of Interleaf, Inc. A Registration
Statement on Form S-8 relating to shares of Common Stock offered pursuant to the
Plan was filed with the Securities and Exchange Commission on September 21, 1993
and is effective. The contents of such Registration Statement on Form S-8 (file
No. 33-69068) are incorporated herein 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 Waltham, Commonwealth of Massachusetts, on July 14,
1995
INTERLEAF, INC.
By: /s/ Ed Koepfler
-----------------------------------
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Interleaf, Inc., hereby
severally constitute and appoint Ed Koepfler, G. Gordon M. Large and John K.
Hyvnar, and each of them acting singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Interleaf, Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
<PAGE>
WITNESS our hands and common seal on the date set forth below.
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 date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ David A. Boucher Chairman of the Board of Directors July 14, 1995
- ----------------------
David A. Boucher
/s/ Ed Koepfler Director and President and Chief July 14, 1995
- ----------------------
Ed Koepfler Executive Officer (Principal
Executive Officer)
/s/ G. Gordon M. Large Executive Vice President and Chief July 14, 1995
- ----------------------
G. Gordon M. Large Financial Officer (Principal
Financial Officer)
/s/ Peter A. McGovern Controller July 14, 1995
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Peter A. McGovern (Principal Accounting Officer)
/s/ Frederick B. Bamber Director July 14, 1995
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Frederick B. Bamber
/s/ Andre Harari Director July 14, 1995
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Andre Harari
/s/ George D. Potter, Jr. Director July 14, 1995
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George D. Potter, Jr.
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
[i] 4(a) Specimen Certificate for shares of the Company's Common Stock
[ii] 4(b) Rights Agreement, dated July 15, 1988, between the Company and
The First National Bank of Boston
5 Opinion of John K. Hyvnar, Esq.
23(a) Consent of John K. Hyvnar, Esq.
23(b) Consent of Independent Auditors
24 Power of Attorney
- ---------------
[i] Incorporated herein by reference is the applicable Exhibit to the
Company's Registration Statement on Form S-1, File No. 33-5743
[ii] Incorporated herein by reference is Exhibit 1 to the Company's
Registration Statement on Form 8-A, filed July 27, 1988.
<PAGE>
EXHIBITS 5 AND 23(A)
July 14, 1995
Interleaf, Inc.
Prospect Place
9 Hillside Avenue
Waltham, MA 02154
Gentlemen:
I have assisted in the preparation of a Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission (the "Registration
Statement"), relating to 750,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of Interleaf, Inc., a Massachusetts corporation (the
"Company"), issuable upon exercise of options to be granted pursuant to the
Company's 1993 Incentive Stock Option Plan (the "Plan").
I have examined (i) the Restated Articles of Organization and By-laws of the
Company and all amendments thereto, (ii) the Plan, and (iii) such records of
meetings of the directors and stockholders of the Company, documents and other
instruments as in my judgement are necessary or appropriate to enable me to
render the opinion expressed below.
In my examination of the foregoing documents, I have assumed the genuineness of
all signatures and the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents submitted to me
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon the foregoing, I am of the opinion that the Shares have been duly
authorized for issuance and, when issued in accordance with the terms of the
Plan against payment therefor, will be legally issued, fully paid and
nonassessable.
I hereby consent to the use of my name in the Registration Statement and consent
to the filing of this opinion with the Securities and Exchange Commission as an
exhibit to the Registration Statement.
Very truly yours,
/s/ John K. Hyvnar
- ----------------------
John K. Hyvnar, Esq.
GENERAL COUNSEL
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1993 Incentive Stock Option Plan of Interleaf, Inc.
of our report dated May 11, 1995, with respect to the consolidated financial
statements and schedule of Interleaf, Inc., included in its Annual Report
(Form 10-K) for the year ended March 31, 1995, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
July 14, 1995
