<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1996
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
INTERLEAF, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2729042
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9 HILLSIDE AVENUE, PROSPECT PLACE, WALTHAM, MA 02154
(617) 290-0710
(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
(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 the securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
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 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. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1) FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value.............. 450,000 shares $8.00 $3,600,000 $1,242
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon the
average of the high and low prices of the Common Stock in the National
Market System as reported by the NASDAQ on May 7, 1996.
------------------------
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-3 ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS
- ----------------------------------------- ------------------------------------
<C> <S> <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; Certain
Factors
4. Use of Proceeds..................... Use of Proceeds
5. Determination of Offering Price..... Not Applicable
6. Dilution............................ Not Applicable
7. Selling Security Holders............ Selling Shareholders
8. Plan of Distribution................ Plan of Distribution
9. Description of Securities to be
Registered......................... Not Applicable
10. Interests of Named Experts and
Counsel............................ Not Applicable
11. Material Changes.................... 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.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 14, 1996
INTERLEAF, INC.
450,000 SHARES
COMMON STOCK, $.01 PAR VALUE
All of the shares of Common Stock, $.01 par value ("Common Stock") of
Interleaf, Inc. (the "Company") covered by this Prospectus (the "Shares") are
being offered by certain shareholders of the Company (the "Selling
Shareholders"). See "Selling Shareholders." The Company will not receive any of
the proceeds from the sale of the Shares by the Selling Shareholders.
The Selling Shareholders have advised the Company that they propose 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 Shareholders. No
underwriting discounts or commissions will be paid other than normal brokerage
commissions and fees which will be paid by the Selling Shareholders. The Selling
Shareholders and any broker-dealers that participate with one or more of the
Selling Shareholders in the distribution of the Shares may be deemed to be
underwriters and any commissions received or profit realized by them in
connection with the resale of the Shares may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933, as amended. See
"Plan of Distribution."
Expenses of the registration, issuance and distribution of the Shares (other
than brokerage commissions and fees), estimated at $8,242, will be paid by the
Company.
See "Certain Factors" for a discussion of certain factors that should be
considered by prospective purchasers of the Shares offered hereby.
On May 7, 1996, the last reported sale price for the Common Stock on the
National Market System, as reported by NASDAQ, was $8.00 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 date of this Prospectus is , 1996
<PAGE>
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.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE COMPANY................................................. 2
RECENT DEVELOPMENTS......................................... 2
CERTAIN FACTORS............................................. 2
USE OF PROCEEDS............................................. 2
SELLING SHAREHOLDERS........................................ 2
PLAN OF DISTRIBUTION........................................ 3
LEGAL MATTERS............................................... 3
EXPERTS..................................................... 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 4
ADDITIONAL INFORMATION...................................... 4
</TABLE>
------------------------
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.
1
<PAGE>
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.
RECENT DEVELOPMENTS
On April 29, 1996, the Company reported a net loss for its fourth quarter
ended March 31, 1996 of approximately $1.5 million, on revenues of approximately
$20.9 million, compared with a net loss of approximately $19.9 million, on
revenues of approximately $23.8 million for the same period a year ago. For all
of fiscal 1996, the Company reported net income of approximately $0.3 million,
on revenues of approximately $88.6 million, compared with a net loss of
approximately $48.4 million, on revenues of approximately $87.9 million for the
previous year. During fiscal 1996, the Company restructured its sales
operations, including its sales management team, by replacing approximately
two-thirds (2/3) of its sales force. The Company believes that its restructured
sales force will achieve improved productivity resulting in revenue growth
during fiscal 1997.
CERTAIN FACTORS
During fiscal 1997, the Company expects to identify and develop dedicated
software applications for discrete markets. Currently, the Company is developing
applications which will address specific business problems, such as sales force
automation and integration, and quality (ISO 9000) and health and safety
compliance (OSHA) in manufacturing environments. These applications are expected
to be released during fiscal 1997. Historically, the Company's software product
offerings have focused on broad-based horizontal markets in the areas of
document publishing, electronic distribution, and document management ("Core
Products"). The new vertical applications will be built on these Core Products.
The revenue impact on the Company of these new applications will depend upon
market acceptance, the length of the sales cycle, and effectiveness of the
Company's restructured sales force. The Company's future revenue growth will
significantly depend upon the success of these new applications.
In addition, a high percentage of the Company's revenues are generally
realized in the last month of a quarter and can be difficult to predict until
the end of a particular quarter. Accordingly, given the Company's relatively
fixed cost structure, a shortfall or increase in product license revenue will
have a significant impact on the Company's operating results.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale by the Selling
Shareholders of the shares of Common Stock offered hereby.
SELLING SHAREHOLDERS
The Selling Shareholders are former shareholders of The Learning Alliance,
Inc., a Delaware corporation ("The Learning Alliance"). The Learning Alliance
provides certain sales training services and develops and markets related
software to its customers, including the Company. The Selling Shareholders
acquired the Shares in connection with the acquisition of The Learning Alliance
by the Company on May 1, 1996.
2
<PAGE>
The following table sets forth certain information as to the Selling
Shareholders and the maximum number of shares of Common Stock that may be sold
by each of the Selling Shareholders pursuant to this Prospectus.
<TABLE>
<CAPTION>
MAXIMUM NUMBER OF
NAME AND ADDRESS SHARES TO BE SOLD
- -------------------------- ------------------
<S> <C>
David D. Allman
26 Roosevelt Way
Avondale, PA 19311 423,000(1)
Lisa S. Allman
26 Roosevelt Way
Avondale, PA 19311 423,000(1)
Lee C. Fields
26 Roosevelt Way
Avondale, PA 19311 27,000
</TABLE>
- ------------------------
(1) Represents shares held jointly by David D. Allman and Lisa S. Allman
Prior to the acquisition of The Learning Alliance by the Company, David D.
Allman served as President and Director of, Lisa S. Allman served as Treasurer
and Secretary of, and Lee C. Fields served as an employee of, The Learning
Alliance. The Selling Shareholders do not beneficially own any other shares of
the Company's capital stock, and, upon completion of the offering contemplated
herein, will beneficially own no shares of the Company's capital stock. The
maximum number of shares that may be sold by the Selling Shareholders represents
approximately 3% of the outstanding shares of the Company's Common Stock.
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that they propose 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 Shareholders. No
underwriting discounts or commissions will be paid other than normal brokerage
commissions and fees which will be paid by the Selling Shareholders. The Selling
Shareholders 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.
LEGAL MATTERS
Certain legal matters relating to the Common Stock offered hereby are being
passed upon for the Company by John K. Hyvnar, Esq., General Counsel to the
Company.
EXPERTS
The consolidated financial statements of Interleaf, Inc. appearing in
Interleaf's Annual Report (Form 10-K) 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.
3
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission,
are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 30, 1995, September 30, 1995 and December 31, 1995.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (filed June 11, 1986),
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering shall be deemed to be incorporated by reference in
this Prospectus.
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, telephone
(617) 290-0710 extension 1016.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission,
Washington, D.C. 20549, a Registration Statement on Form S-3 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.
4
<PAGE>
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:
<TABLE>
<S> <C>
SEC registration fee......................... $ 1,242
Legal fees and expenses...................... 2,000
Accounting fees and expenses................. 5,000
---------
Total.................................... $ 8,242
---------
---------
</TABLE>
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
5
<PAGE>
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, 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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities would not exceed that which was registered) and any deviation
for the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if in the aggregate, the change in volume and price represent
no more than a 20 percent change in the maximum offering price set forth
in the "Calculation of Registration Fee" table set forth in the effective
registration statement;
6
<PAGE>
(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;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference 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. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) of Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.
3. 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 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.
7
<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-3 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 May 7,
1996.
INTERLEAF, INC.
By: /s/ ED KOEPFLER
-----------------------------------------
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-3 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.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------ ------------
<C> <S> <C>
President, Chief
/s/ ED KOEPFLER Executive Officer and
------------------------------------- Director (principal May 7, 1996
Ed Koepfler executive officer)
Executive Vice
President, Chief
/s/ G. GORDON M. LARGE Financial Officer and
------------------------------------- Director (principal May 7, 1996
G. Gordon M. Large financial and
accounting officer)
/s/ FREDERICK B. BAMBER
------------------------------------- Director May 7, 1996
Frederick B. Bamber
/s/ DAVID A. BOUCHER Chairman of the Board of
------------------------------------- Directors May 7, 1996
David A. Boucher
/s/ CLINTON P. HARRIS
------------------------------------- Director May 7, 1996
Clinton P. Harris
/s/ GEORGE D. POTTER, JR.
------------------------------------- Director May 7, 1996
George D. Potter, Jr.
</TABLE>
8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT METHOD OF
NUMBER DESCRIPTION OF EXHIBIT FILING
- -------------- ------------------------------------------------------------------------------------ ---------------
<S> <C> <C>
4(a) Specimen certificate for shares of Common Stock..................................... [i]
4(b) Rights Agreement, dated July 15, 1988, between the Company and The First National
Bank of Boston..................................................................... [ii]
5 Opinion of John K. Hyvnar, Esq...................................................... Included
23(a) Consent of John K. Hyvnar, Esq. (included in Exhibit 5)............................. Included
23(b) Consent of Ernst & Young LLP, independent auditors.................................. Included
24 Power of Attorney................................................................... Included
</TABLE>
- ------------------------
[i]Incorporated herein by reference is the applicable Exhibit to the Company's
Registration Statement on Form S-1, File Number 33-5743.
[ii]Incorporated herein by reference is Exhibit to Company's Registration
Statement on Form 8-A, filed July 27, 1988.
<PAGE>
EXHIBITS 5 AND 23(A)
May 8, 1996
Interleaf, Inc.
Prospect Place
9 Hillside Avenue
Waltham, MA 02154
Gentlemen:
I have assisted in the preparation of a Registration Statement on Form S-3
to be filed with the Securities and Exchange Commission (the "Registration
Statement"), relating to 450,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of Interleaf, Inc., a Massachusetts corporation (the
"Company"), issuable to David and Lisa Allman, and Lee Fields, pursuant to a
certain agreement with the Company ("Agreement").
I have examined (i) the Restated Articles of Organization and By-laws of the
Company and all amendments thereto, (ii) the Agreement, 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
Agreement 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 reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Interleaf, Inc. for
the registration of 450,000 shares of its common stock and to the incorporation
by reference therein 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
May 10, 1996
