<PAGE>
As filed with the Securities and Exchange Commission on November 8, 1995,
Registration No. 33-63785
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-2
Registration Statement under the Securities Act of 1933
INTERLEAF, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2729042
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 Hillside Avenue, Prospect Place
Waltham, MA 02154
(617) 290-0710
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
John K. Hyvnar, General Counsel
Interleaf, Inc.
9 Hillside Avenue, Prospect Place
Waltham, MA 02154
(617) 290-0710
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the Registration Statement
becomes effective.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. [X]
If the registrant elects to deliver its latest annual report
to security holders, or a complete and legible facsimile thereof,
pursuant to Item 11(a)(1) of this Form, check the following box. [ ]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment file pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
--------------------
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
INTERLEAF, INC.
Cross-Reference Sheet Pursuant to Item 501(b) of Regulation S-K
<TABLE>
<CAPTION>
Form S-2 Item Number and Caption Caption in Prospectus
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<S> <C> <C>
1. Forepart of the Registration
Statement and Outside Front
Cover of Prospectus Outside Front Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus Inside Front and Outside Back Cover Pages
3. Summary Information, Risk
Factors and Ratio of
Earnings to Fixed Charges Inside Front Cover Page
4. Use of Proceeds Selling Shareholder
5. Determination of Offering Price Plan of Distribution
6. Dilution Not Applicable
7. Selling Security Holders Selling Shareholder
8. Plan of Distribution Plan of Distribution
9. Description of Securities
to be Registered Description of Common Stock
10. Interests of Named Experts
and Counsel Not Applicable
11. Information With Respect to
the Registrant The Company; Additional Information;
Recent Developments
12. Incorporation of Certain
Information by Reference Incorporation of Certain Documents by Reference
13. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities Not Applicable
</TABLE>
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
SUBJECT TO COMPLETION, DATED NOVEMBER 8, 1995
INTERLEAF, INC.
275,000 Shares
Common Stock, $.01 par value
All of the shares of Common Stock offered hereby are being sold by the
Selling Shareholder. See "Selling Shareholder." The Company will not receive
any of the proceeds from the sale of shares by the Selling Shareholder.
On October 25, 1995, the last reported sale price for the Common Stock
on the National Market System, as reported by NASDAQ, was $10.00 per share.
The Common Stock is traded in the over-the-counter market under the NASDAQ
symbol "LEAF".
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
The Selling Shareholder may offer, from time to time, all or part of
the Shares on the over-the-counter market in ordinary brokerage transactions,
in transactions directly with a market maker, in negotiated transactions, or
otherwise, at such prices and on such terms as may be obtainable and
satisfactory to the Selling Shareholder. No underwriting discounts or
commissions will be paid other than normal brokerage commissions and fees
which will be paid by the Selling Shareholder. See "Plan of Distribution."
Estimated offering expenses of $15,000 will be paid by the Company.
The date of this Prospectus is __________, 1995
<PAGE>
TABLE OF CONTENTS
Page
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . 1
SELLING SHAREHOLDER . . . . . . . . . . . . . . . . . . 1
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . 2
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . 2
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . 5
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . 5
RECENT DEVELOPMENTS. . . . . . . . . . . . . . . . . . . 5
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . 6
_________________________
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information
filed by the Company with the Commission may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
NW, Washington, D.C. 20549 and at the following regional offices of the
Commission: Suite 1300, 7 World Trade Center, New York, NY 10048; and Suite
1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, IL 60611.
Copies of such material may be obtained from the Public Reference Section of
the Commission, Washington, D.C. 20549, at prescribed rates.
_________________________
The Company will provide without charge to each person to whom a
Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated by reference herein, other
than exhibits to such documents. Such request should be directed to:
Interleaf, Inc., Prospect Place, 9 Hillside Avenue, Waltham, MA 02154, attn:
John K. Hyvnar, or (617) 290-0710 extension 1016.
THE COMPANY
Interleaf, Inc., a Massachusetts corporation (the "Company"), develops
and markets software that is used in the creation, management and
distribution of documents. The Company's software enables customers to
compose, edit, view and print documents, while also facilitating their
electronic management, preparation, conversion and distribution. The Company
offers its customers an integrated document management solution to meet both
the needs of the document author and information user. The Company's
principal offices are located at Prospect Place, 9 Hillside Avenue, Waltham,
Massachusetts 02154, and its telephone number is (617) 290-0710.
This Prospectus is accompanied by: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1995; and (ii) the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995.
SELLING SHAREHOLDER
The shares of Common Stock of the Company covered by this Prospectus
(the "Shares") are being offered for sale by PruTech Research and Development
Partnership III, a California Limited Partnership ("PruTech" or the "Selling
Shareholder").
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<PAGE>
In October 1988, the Company entered into a joint venture (the
"Venture") with PruTech, for the purpose of developing and marketing certain
products. PruTech contributed approximately $2,950,000 in cash to the
Venture; the Company licensed to the Venture certain base technology and was
required to perform certain development, marketing and administrative
services for the Venture. Under the terms of the agreement by which the
Venture was established, the Company receives 65% of the revenues from the
sale of such products in consideration of the cost of goods sold, and as
reimbursement for marketing, selling, general and administrative expenses
incurred by the Company on behalf of the Venture. The net profits of the
Venture were allocated initially to PruTech (up to a maximum of 5% of the
revenues of the Venture from sales of such products for the period through
October 1991 and up to a maximum of 30% of such revenues thereafter), with
the balance of net profits of the Venture allocated to the Company. Until
October 1991, the Company had an option to purchase PruTech's interest in the
Venture at a price of approximately $7 million, which option was not
exercised by the Company. From and after February 1992, PruTech has had the
option to purchase the Company's interest in the Venture on a quarterly basis
at a price equal to 10 times the Venture's net profits for the previous
quarter.
In March 1994, PruTech commenced an arbitration action against the
Company alleging, among other things, (i) that the Company had mismanaged the
Venture; (ii) that PruTech is entitled to cash distributions of 30% of
Venture revenues; and (iii) that certain Venture-owned technology was used
in the Company's other products. The Company has denied such allegations.
The Company has agreed to pay PruTech an aggregate of approximately $2.1
million (the "Purchase Price") solely in consideration of (i) the acquisition
by the Company of PruTech's interest in the Venture, and (ii) the settlement
of the pending arbitration action and the release by PruTech of all claims
that it may have against the Company arising out of the formation and
operation of the Venture. At the Company's option, the Purchase Price shall
be payable in cash, by the issuance of Common Stock, or a combination
thereof. The Shares being offered by the Selling Shareholder hereby are
shares issuable pursuant to such arrangement. The 275,000 shares covered by
this Prospectus represent approximately 1.76% of the shares of Common Stock
outstanding at November 7, 1995. The Selling Shareholder also beneficially
owns an additional 146,635 shares of Common Stock, and upon completion of the
offering contemplated herein, will beneficially own 146,635 shares of Common
Stock, representing less than one percent of the shares of Common Stock
outstanding at November 7, 1995.
PLAN OF DISTRIBUTION
The Selling Shareholder has advised the Company that it proposes to
offer, from time to time, all or part of the Shares on the over-the-counter
market in ordinary brokerage transactions, in transactions directly with a
market maker, in negotiated transactions, or otherwise, at such prices and on
such terms as may be obtainable and satisfactory to the Selling Shareholder.
No underwriting discounts or commissions will be paid other than normal
brokerage commissions and fees which will be paid by the Selling Shareholder.
The Selling Shareholder may also from time to time sell the Shares pursuant
to Rule 144 promulgated under the Securities Act of 1933, as amended, subject
to the limitations and conditions thereof, if such Rule is available for such
sales. No sales or distributions other than as described herein will be
effected until this Prospectus shall have been appropriately amended or
supplemented.
The Company will not realize any proceeds from the sale of the Common
Stock by the Selling Shareholder.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 30,000,000
shares of Common Stock, $.01 par value per share, and 5,000,000 shares of
Preferred Stock, $.10 par value per share, 200,000 shares of which have been
designated as Series A Junior Participating Preferred Stock and 2,142,857
shares of which have been designated as Senior Series B Convertible Preferred
Stock. As of October 25, 1995, there were issued and outstanding 15,653,068
shares of Common Stock held of record by approximately 928 persons and
1,232,144 shares of Senior Series B Convertible Preferred Stock held of
record by 6 persons. No shares of Series A Junior Participating Preferred
Stock are outstanding.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share on matters to
be voted upon by the shareholders. There are no cumulative voting rights.
Holders of Common Stock are entitled to receive ratably dividends
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<PAGE>
when and if declared by the Board of Directors out of funds legally
available therefor. Upon the liquidation, dissolution or winding up of the
Company, holders of Common Stock share ratably in the assets of the Company
available for distribution to its shareholders, subject to the preferential
rights of any then outstanding Preferred Stock. Holders of Common Stock have
no preemptive, subscription, redemption or conversion rights. All
outstanding shares of Common Stock are fully paid and non-assessable.
PREFERRED STOCK
The Board of Directors may, without further action of the shareholders
of the Company, issue Preferred Stock in one or more series and fix the
rights and preferences thereof, including the dividend rights, dividend
rates, conversion rights, voting rights, terms of redemption (including
sinking fund provisions), redemption prices and liquidation preferences.
The rights of holders of Common Stock will be subject to, and may be
adversely affected by, the rights of holders of any Preferred Stock that may
be issued in the future. Issuance of Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of the Company.
The Board of Directors has designated two series of Preferred Stock:
Series A Junior Participating Preferred Stock, consisting of 200,000 shares
("Series A Preferred Stock"), and Senior Series B Convertible Preferred
Stock, consisting of 2,142,857 shares ("Series B Preferred Stock"). The
Series A Preferred Stock was designated for the purpose of implementing the
Shareholder Rights Plan discussed under "Shareholder Rights Plan" below.
SENIOR SERIES B CONVERTIBLE PREFERRED STOCK
The terms of the Series B Preferred Stock are summarized as follows:
DIVIDENDS. Holders of Series B Preferred Stock are not entitled to any
mandatory dividends, but are entitled to receive, before any cash dividends
are declared, set aside or paid upon shares of Common Stock, when and as
declared by the Board of Directors, dividends in an amount per share equal to
that amount as would be declared, set aside or paid on the number of shares
of Common Stock into which each share of Series B Preferred Stock could be
converted.
LIQUIDATION PREFERENCE. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of shares
of Series B Preferred Stock are entitled to be paid out of the assets
available for distribution to stockholders, before any payments are made to
the holders of Common Stock or any other stock ranking on liquidation junior
to the Series B Preferred Stock, an amount equal to $7.00 per share (subject
to adjustment in the event of any stock split, stock dividend or similar
event). Holders of shares of Series B Preferred Stock are entitled to share
ratably with the holders of Common Stock in the distribution of any assets
remaining for distribution to the stockholders (after the holders of Common
Stock have received an aggregate amount equal to the aggregate amount
distributed to the holders of Series B Preferred Stock pursuant to the
preceding sentence.
CONVERSION FEATURE. Shares of Series B Preferred Stock may, at the
option of the holder thereof, be converted at any time or from time to time
into shares of Common Stock at a rate of 1.34375 shares of Common Stock for
each share of Series B Preferred Stock. The conversion rate is subject to
adjustment for stock dividends, splits, combinations or similar events.
REDEMPTION FEATURE. Subject to the rights of each holder of Series B
Preferred Stock to exercise the conversion rights, the Company shall have the
option at any time and from time to time to redeem not less than 20% of the
outstanding shares of Series B Preferred Stock, out of funds legally
available therefor, pro rata from each holder of Series B Preferred Stock, at
a purchase price of $21.00 per share (subject to adjustment for stock
dividends, stock splits and similar events).
VOTING. Except as otherwise required by law, the holders of shares of
Series B Preferred Stock shall be entitled to vote on all matters submitted
to a vote of the stockholders, voting together with the holders of Common
Stock as a single class. Each share of Series B Preferred Stock shall be
entitled to that number of votes equal to the number of shares of Common
Stock into which such share can be converted. Notwithstanding the foregoing,
(i) so
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<PAGE>
long as a majority of the authorized shares of Series B Preferred Stock
remain outstanding, the holders of the Series B Preferred Stock shall be
entitled to vote as a separate class to elect one member of the Company's
Board of Directors, and (ii) so long as any shares of Series B Preferred
Stock are outstanding, the consent of the holders of a majority of the
outstanding shares of Series B Preferred Stock shall be necessary to (a)
amend the Articles of Organization, if such amendment would adversely affect
any of the rights, powers, privileges or preferences of the Series B
Preferred Stock, (b) authorize any equity security ranking prior to or on a
parity with the Series B Preferred Stock as to liquidation preference or
dividend rights or prior to the Series B Preferred Stock as to voting rights,
or (c) approve a merger, consolidation, liquidation or sale of all or
substantially all of the assets of the Company that would result in a holder
of Series B Preferred Stock receiving an amount less than $18.00 per share of
Series B Preferred Stock (subject to adjustment for stock splits, stock
dividends and similar events).
SHAREHOLDER RIGHTS PLAN
The Board of Directors adopted a Shareholder Rights Plan (the "Rights
Plan") on July 15, 1988. The Rights Plan is designed to protect stockholders
in the event of (i) an unsolicited offer to acquire the Company, including an
offer that does not treat all stockholders equally, (ii) the acquisition in
the open market of shares constituting control of the Company without
offering fair value to all stockholders, and (iii) other coercive takeover
tactics that could impair the Board's ability to represent stockholder
interests fully.
Under the Rights Plan, each stockholder of record at the close of
business on July 25, 1988 received a dividend distribution of one right (a
"Right") for each share of Common Stock held. Each Right entitles the
registered holder to purchase from the Company one unit (a "Unit") consisting
of one one-hundredth of a share of Series A Junior Participating Preferred
Stock for a price of $65.00 per Unit, subject to adjustment. The Rights will
attach to all outstanding shares of Common Stock. The Rights will trade with
the Common Stock, and will not become exercisable until the Distribution
Date, which will occur ten business days after the earlier of (i) a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 20% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) the
commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 30% or more of the outstanding shares of
Common Stock.
If (i) the Company is the surviving corporation in a merger with an
Acquiring Person, (ii) a person or group becomes the beneficial owner of more
than 25% of the then outstanding shares of Common Stock (except pursuant to
an offer for all outstanding shares of Common Stock which the independent
directors determine to be fair), or (iii) an Acquiring Person enters into
certain "self-dealing" transactions with the Company, each Right will entitle
the holder thereof to receive, for the $65.00 exercise price, the number of
shares of Common Stock equal to 65, divided by one-half of the current per
share market price of the Common Stock. Following the occurrence of any of
the events described above, all Rights that are, or (as specified in the
Rights Plan) were, beneficially owned by an Acquiring Person will be null and
void.
If, after the Stock Acquisition Date, (i) the Company is acquired in a
merger or other business combination transaction, or (ii) 50% or more of the
assets of the Company or earning power is sold, each Right will entitle the
holder thereof to receive, for the $65.00 exercise price, a number of shares
of common stock of the acquiring company equal to 65, divided by one-half of
the current market price of such common stock.
The Rights may be redeemed in whole, but not in part, at a price of $.01
per Right by the Board of Directors, subject to certain conditions set forth
in the Rights Plan. The Rights will expire on July 25, 1998.
The following is a summary of the terms of the Series A Preferred Stock:
Subject to the rights of the holders of any other series of Preferred
Stock, holders of Series A Preferred Stock are entitled to receive, in
preference to the holders of Common Stock, when, as and if declared by the
Board of Directors, quarterly dividends in an amount equal to the greater of
(i) $1.00 or (ii) 100 times the per share amount of dividends declared on the
Common Stock (subject to adjustment for stock splits, stock dividends and
similar events in the future). In the event of a voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of Series
A Preferred Stock are entitled to be paid out of the assets available for
distribution to stockholders, subject to the rights of holders of other
series of Preferred Stock, an amount equal to the greater of (i) $100 per
share or (ii) 100 times the per share amount to be distributed to the holders
of Common Stock (subject to adjustment in the event of any stock dividend,
split, combination or similar event). Holders of Series A Preferred Stock
would be en-
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<PAGE>
titled to 100 votes for each share of Series A Preferred Stock held of
record on all matters submitted to a vote of stockholders. Holders of Series
A Preferred Stock and Common Stock shall vote together as a single class,
except as otherwise required by law and except that holders of Series A
Preferred Stock shall be entitled to elect two directors in the event of
certain arrearages in the payment of dividends. In the event of a merger,
consolidation or other transaction in which shares of Common Stock are
exchanged for or changed into other stocks or securities, cash and/or
property, each share of Series A Preferred Stock would be entitled to receive
100 times the amount received per share of Common Stock (subject to
adjustment). The shares of Series A Preferred Stock are not redeemable.
CLASSIFIED BOARD OF DIRECTORS
The Company's Board of Directors is divided into three classes, each of
whose members serve for staggered three-year terms. The Board is comprised
of two Class I directors, two Class II directors and three Class III
directors. The terms of the Class I directors, Class II directors and Class
III directors will expire upon the election and qualification of directors at
the annual meeting of shareholders held following the fiscal years ending
March 31, 1997, 1998 and 1996, respectively.
TRANSFER AGENT
The transfer agent and registrar for the Common Stock is The First
National Bank of Boston.
LEGAL MATTERS
Certain legal matters with respect to the legality of the Common Stock
offered hereby are being passed upon for the Company by John K. Hyvnar, Esq.
EXPERTS
The consolidated financial statements of Interleaf, Inc. appearing in
Interleaf's Annual Report (Form 10K) for the year ended March 31, 1995, have
been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference
in reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission, are incorporated herein by reference:
1. The Company's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 which contains
financial statements for the Company's latest fiscal year for which a Form
10-K was required to have been filed.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report referred to in (1) above.
RECENT DEVELOPMENTS
Effective August 14, 1995, the Company, as tenant, entered into a
certain Net Lease with Principal Mutual Life Insurance, as landlord, for
approximately 30,000 square feet, at 62 Fourth Avenue Waltham, MA 02154, with
a term ending December 31, 2000. The Company has relocated certain
administrative personnel to this facility. Effective September 15, 1995, the
Company subleased approximately 76,310 square feet of its existing facility
at Prospect Place, Waltham, MA, to Parametric Technology Corporation.
Effective September 1, 1995, Andre Harari resigned as a Class II
Director. Accordingly, the Company currently has six directors: two Class I
Directors, Patrick J. Sansonetti, Senior Vice President of Advent
International Corporation, a venture capital company, and Clinton P. Harris,
Senior Vice President of Advent International Corporation, a venture capital
company; one Class II Director, George D. Potter, Jr., President of Quality
Systems Interna-
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<PAGE>
tional, Inc., a developer of quality assurance software; and three Class III
Directors, David A. Boucher, General Partner of Applied Technology Partners,
L.P., a venture capital limited partnership, Frederick Bamber, General
Partner of Applied Technology Partners, L.P., a venture capital limited
partnership, and Ed Koepfler, President and Chief Executive Officer of the
Company.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission,
Washington, D.C. 20549, a Registration Statement on Form S-2 under the
Securities Act of 1933, as amended, with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto. For
further information pertaining to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement, including the
exhibits and schedules filed therewith or incorporated by reference as a part
thereof.
Statements in this Prospectus concerning the contents of any contract or
other document referred to are not necessarily complete. Where such contract
or other document is filed as an exhibit to the Registration Statement, each
such statement is qualified in all respects by the provisions of such
exhibit, to which reference is hereby made for a full statement of the
provisions thereof.
A copy of the Registration Statement may be inspected at the
Commission's offices or may be obtained from the Commission upon payment of
certain prescribed fees.
_________________________
No person has been authorized to give any information or to make any
representations not contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to
sell or the solicitation of an offer to buy any securities other than the
shares of Common Stock offered by this Prospectus, nor does it constitute an
offer to sell or a solicitation of an offer to buy any of the securities
offered hereby by any person in any jurisdiction in which it is unlawful for
such person to make such offer or solicitation. Neither delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create
any implication that the information contained herein is correct as of any
date subsequent to the date hereof.
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Part II - Information Not Required in Prospectus
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering, all of which
are to be paid by the Company, are as follows:
SEC registration fee: $ 1,500
Legal fees and expenses: $ 2,000
Accounting fees and expenses: $10,000
Miscellaneous: $ 1,500
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TOTAL: $15,000
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Section 67 of the Massachusetts Business Corporation Law permits
indemnification of present and former directors and officers to the extent
specified in or authorized by (i) the articles of organization, (ii) a by-law
adopted by the stockholders, (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote, or (iv) in the case of
officers who are not directors, by the Board of Directors, except that no
indemnification shall be provided for any person with respect to any matter
as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the corporation. Section 67 also provides that the absence of
any express provision for indemnification shall not limit any right of
indemnification existing independently of such Section.
(b) Article V of the Company's by-laws provides that the Company shall,
to the extent legally permissible, indemnify each former or present director or
officer against all liabilities and expenses imposed upon or incurred by any
such person in connection with, or arising out of, the defense or disposition
of any action, suit or other proceeding, civil or criminal, in which he may
be threatened or involved, by reason of his having been a director or
officer; provided that the Company shall provide no indemnification with
respect to any matter as to which any such person shall be finally
adjudicated in such action, suit or proceeding not to have acted in good
faith in the reasonable belief that his action was in the best interests of
the Company. If any such action is disposed of, on the merits or otherwise,
without the disposition being adverse to the director or officer and without
an adjudication that such person did not act in good faith in the reasonable
belief that his action was in the best interests of the Company, the director
or officer is entitled to indemnification as a matter of right. In all other
cases, indemnification shall be made as of right unless after investigation
(a) by the Board of Directors by a majority vote of a quorum of disinterested
directors, or (b) by written opinion of independent legal counsel (who may be
regular counsel of the Company), or (c) the holders of a majority of
outstanding stock entitled to vote (exclusive of stock owned by any
interested directors or officers), it shall be determined by clear and
convincing evidence that such person did not act in good faith and in a
manner reasonably believed to be in or not opposed to the best interest of
the Company. Indemnification may include advancement of expenses of defending
an action upon receipt of an undertaking by the person indemnified to repay
such advances if it is ultimately determined that such person is not entitled
to indemnification under Article V. Article V also provides that the right
of indemnification provided therein is not exclusive of and does not affect
any other rights to which any director or officer may be entitled under any
agreement, statute, vote of stockholders or otherwise. The Company's
obligation to indemnify under Article V shall be offset to the extent of any
other source of indemnification or any otherwise applicable insurance
coverage.
(c) The Company has entered into an Agreement to Defend and Indemnify
with each of its officers and directors. Pursuant to these agreements, the
Company has agreed, to the extent legally permissible, to indemnify such
person against all losses (including, without limitation, judgments, fines
and penalties) and expenses (including, without limitation, amounts paid in
settlement and counsel fees and disbursements) incurred by such person in
connection with or as a result of any claim, action, suit or other
proceeding, civil or criminal, or appeal related thereto, in which he may be
involved by reason of his having been a director or officer or by reason of
any action taken or not taken in his capacity as director or officer;
provided that no indemnification shall be provided with respect to any matter
as to which such person shall not have acted in good faith in the reasonable
belief that his action was in the best interests of the Company. If any such
claim, action, suit or proceeding is disposed of, on the merits or otherwise,
-7-
<PAGE>
without the disposition being adverse to such person, without a plea of
guilty or NOLO CONTENDRE and without an adjudication that such person did not
act in good faith in the reasonable belief that his action was in the best
interests of the Company, the director or officer is entitled to
indemnification as a matter of right. In all other cases, indemnification
shall be made upon a determination that such person's conduct was in good
faith and in the reasonable belief that his action was in the best interests
of the Company by (a) a quorum of disinterested directors, or (b) independent
legal counsel (who may be regular counsel of the Company), or (c) the holders
of a majority of outstanding stock entitled to vote (exclusive of stock owned
by any interested directors or officer). Expenses may be advanced by the
Company prior to any final disposition of any such action upon receipt of an
undertaking by the person indemnified to repay such advances if it is
ultimately determined that such person is not entitled to indemnification
under the Agreement. Such Agreements provide that the right of
indemnification provided therein is in addition to any rights to which any
person concerned may be entitled by other agreements or as a matter of law,
and shall inure to the benefit of the heirs, executors and administrators of
the indemnified person. The rights of indemnification provided in such
Agreements are in addition to any rights under any insurance policy in
effect, provided that to the extent any claim is covered by any such
insurance policy, the Company will provide coverage after the full coverage
of the insurance policy is exhausted or otherwise unavailable.
(d) Article 6D of the Company's Articles of Organization provides that,
to the fullest extent permitted by Chapter 156B of the Massachusetts General
Laws, a director of the Company shall not be personally liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability.
Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts General Laws
permits a corporation to include in its articles of organization a provision
eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
as a director, except for (i) any breach of the director's duty of loyalty to
the corporation and its stockholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the
law, (ii) improper issuances of stock or unauthorized distributions to
stockholders, or (iv) any transaction in which the director derived an
improper personal benefit.
Item 16. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 17. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10 (a) (3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) 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;
(b) That for the purpose of determining any liability under the
Securities Act of 1933, 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.
(c) 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.
2. Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the Articles of Organization, By-laws or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
-8-
<PAGE>
against public policy as expressed in the Act and is, therefor,
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 Act and will be governed by the
final adjudication of such issue.
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-2 and has duly caused this Amendment No. 1
to the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on November 7, 1995.
INTERLEAF, INC.
By: /s/ Ed Koepfler *
-------------------
Ed Koepfler, President and
Chief Executive Officer
POWER OF ATTORNEY
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.
-9-
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Ed Koepfler * President and Chief November 7, 1995
- ---------------- Executive Officer and Director
Ed Koepfler (principal executive officer)
/s/ G. Gordon M. Large * Executive Vice President November 7, 1995
- ------------------------ and Chief Financial Officer
G. Gordon M. Large (principal financial officer)
/s/ Peter A. McGovern * Controller November 7, 1995
- ----------------------- (principal accounting officer)
Peter A. McGovern
/s/ Frederick B. Bamber * Director November 7, 1995
- -------------------------
Frederick B. Bamber
/s/ David A. Boucher * Chairman of the Board November 7, 1995
- ---------------------- of Directors
David A. Boucher
/s/ Clinton P. Harris * Director November 7, 1995
- -----------------------
Clinton P. Harris
/s/ George D. Potter, Jr. * Director November 7, 1995
- ---------------------------
George D. Potter, Jr.
/s/ Patrick J. Sansonetti * Director November 7, 1995
- ---------------------------
Patrick J. Sansonetti
* By: /s/ John K. Hyvnar
------------------
John K. Hyvnar,
Attorney-in-Fact
</TABLE>
-10-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT METHOD OF
NUMBER DESCRIPTION FILING
- ------ --------------------------------------------------- ---------
<C> <S> <C>
4(a) Specimen Certificate for shares of the Company's [i]
Common Stock
4(b) Rights Agreement, dated July 15, 1988, between the [ii]
Company and The First National Bank of Boston
5 Opinion of John K. Hyvnar, Esq. [*]
10(a) Company's 1983 Stock Option Plan, as amended [viii]
10(a1) 1994 Employee Stock Option Plan [ix]
10(a2) 1993 Incentive Stock Option Plan, as amended [xi]
10(b) Company's 1989 Director Stock Option Plan [iii]
10(b2) Company's 1987 Employee Stock Purchase Plan, as [viii]
amended
10(c) Company's 1989 Officer and Employee Severance [iii]
Benefit Plans
10(cc) Company's 1993 Director Stock Option Plan [viii]
10(d) Agreements between PruTech Research and Development [iv]
Partnership III and the Company, dated October 21,
1988.
10(e) Exclusive Marketing and Licensing Agreement, between [iii]
Interleaf South America, Ltd. and the Company, and
related Option Agreement, dated March 31, 1989.
10(f) Distribution and License Agreement between Interleaf [iii]
Italia, S.r.l. and the Company, and related Joint
Venture Agreement, dated October 31, 1988.
10(g) Preferred Stock Purchase Agreements, for the [iv]
issuance of 2,142,857 shares
of the Company's Senior Series B Convertible
Preferred Stock, dated September 29, 1989.
10(h) Notification to Preferred Shareholder of increase in [v]
conversion ratio, dated May 18, 1992
10(i) Lease of Prospect Place, Waltham, MA, between [vi]
Prospect Place Limited
Partnership and Interleaf, Inc., and related
Agreements, dated March 30, 1990.
10(j) Management Consulting Agreement between the Company [vii]
and David A. Boucher, the Company's Chairman of the
Board, dated July 15, 1992.
10(k) Letter Agreement between the Company and Richard P. [viii]
Delio, the Company's former Sr. Vice President of
Finance and Administration and Chief Financial
Officer, dated March 30, 1994, concerning his
employment and severance with the Company.
10(l) Letter of Separation and Management Consulting [ix]
Agreement between the Company and Mark K. Ruport,
the Company's former President, Chief Executive
Officer and Director, dated July 25, 1994,
concerning his separation and consulting obligations
to the Company.
10(m) Letter Agreement between the Company and Richard P. [ix]
Delio, the Company's former Sr. Vice President of
Finance and Administration and Chief Financial
Officer and Acting President, dated August 3, 1994,
concerning his employment and severance with the
Company.
10(n) Letter of Separation and Management Consulting [ix]
Agreement between the Company and Peter Cittadini,
the Company's former Sr. Vice President Worldwide
Operations, dated July 27, 1994, concerning his
separation and consulting obligations to the
Company.
10(o) Executive Compensation Arrangement for David A. [ix]
Boucher, the Company's Chairman of the Board, dated
July 20, 1994.
10(p) Letter of Separation and Management Consulting [ix]
Agreement between the Company and Lawrence S. Bohn,
the Company's former Sr. Vice President, Marketing
and Business Development, dated September 20, 1994,
concerning his separation and consulting obligations
to the Company.
10(q) Employment and severance agreement between the [x]
Company and Edward Koepfler, the Company's
President, dated October 3, 1994.
10(r) Loan and Security Agreement between the Company and [xii]
Foothill Capital Corporation, dated May 2, 1995.
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
10(s) Employment and severance agreement between the [xii]
Company and G. Gordon M. Large, the Company's
Executive Vice President and Chief Financial
Officer, dated June 5, 1995.
10(t) Net Lease, dated August 14, 1995, between Principal [*]
Mutual Life Insurance Company and the Company.
10(u) Sublease, dated September 15, 1995, between [*]
Parametric Technology Corporation and the Company.
11 Computation of Earnings Per Share [xi],[xii]
13(a) Company Report on Form 10-Q for the quarter ended [xiii]
June 30, 1995
23(a) Consent of John K. Hyvnar, Esq. [*]
23(b) Consent of Independent Auditors [*]
24 Power of Attorney [*]
99(a) Company Annual Report on Form 10-K for the year [xiv]
ended March 31, 1995
</TABLE>
- ------------
[*] Previously filed.
[i] Incorporated herein by reference is the applicable Exhibit to
Company's Registration Statement on Form S-1, File Number 33-5743.
[ii] Incorporated herein by reference is Exhibit 1 to Company's
Registration Statement on Form 8-A, filed July 27, 1988.
[iii] Incorporated herein by reference is the applicable Exhibit to
Company's Annual Report on Form 10-K for the year ended March 31,
1989, File Number 0-14713.
[iv] Incorporated herein by reference is the applicable Exhibit to
Company's Annual Report on Form 10-K for the year ended March 31,
1990, File Number 0-14713.
[v] Incorporated herein by reference is the applicable Exhibit to
Company's Annual Report on Form 10-K for the year ended March 31,
1992, File Number 0-14713.
[vi] Incorporated herein by reference is the applicable Exhibit to
Company's Report on Form 8-K filed April 13, 1990, File Number 0-
14713.
[vii] Incorporated herein by reference is the applicable Exhibit to
Company's Annual Report on Form 10-K for the year ended March 31,
1993, File Number 0-14713.
[viii] Incorporated herein by reference is the applicable Exhibit
to Company's Annual Report on Form 10-K for the year ended March
31, 1994, File Number 0-14713.
[ix] Incorporated herein by reference is the applicable Exhibit to
Company's Report on Form 10-Q for the quarter ended September 30,
1994, File Number 0-14713.
[x] Incorporated herein by reference is the applicable Exhibit to
Company's Report on Form 10-Q for the quarter ended December 31,
1994, File Number 0-14713.
[xi] Incorporated herein by reference is the applicable Exhibit to
Company's Annual Report on Form 10-K for the year ended March 31,
1995, File Number 0-14713.
[xii] Incorporated herein by reference is the applicable Exhibit to
Company's Report on Form 10-Q for the quarter ended June 30, 1995,
File Number 0-14713.
[xiii] Incorporated herein by reference is the Company's Report on
Form 10-Q for the quarter ended June 30, 1995, File Number 0-14713.
[xiv] Incorporated herein by reference is the Company's Annual
Report on Form 10-K for the year ended March 31, 1995, File Number
0-14713.
