<PAGE>
As filed with the Securities and Exchange Commission on July 10, 1996
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
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)
-------------------------
Massachusetts 04-2729042
(STATE OR OTHER JURISDICTION OF) (IRS EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
62 Fourth Avenue, Waltham, MA 02154
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1994 EMPLOYEE STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
-------------------------
John K. Hyvnar, General Counsel
Interleaf, Inc.
62 Fourth Avenue
Waltham, Massachusetts 02154
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(617) 290-0710
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXI- PROPOSED MAXI- AMOUNT OF
SECURITIES TO BE AMOUNT TO BE MUM OFFERING MUM AGGREGATE REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
- ------------------- ------------ ------------------ ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 750,000
$.01 par value shares $4.56 $3,420,000 $1,180
</TABLE>
- --------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h), 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 NASDAQ on July 2, 1996.
<PAGE>
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 1994
Employee 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 16,
1994 and is effective. The contents of such Registration Statement on
Form S-8 (file No. 33-84214) are hereby incorporated herein by reference.
<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-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 2,
1996.
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.
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
--------- ----- ----
<S> <C> <C>
/s/ Ed Koepfler President and Chief Executive Officer July 2, 1996
- -------------------------
Ed Koepfler and Director (principal executive officer)
/s/ G. Gordon M. Large Executive Vice President and Chief Financial July 2, 1996
- -------------------------
G. Gordon M. Large Officer and Director (principal financial and
accounting officer)
/s/ Frederick B. Bamber Director July 2, 1996
- -------------------------
Frederick B. Bamber
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ David A. Boucher Chairman of the Board of Directors July 2, 1996
- -------------------------
David A. Boucher
/s/ Clinton P. Harris Director July 2, 1996
- -------------------------
Clinton P. Harris
/s/ George D. Potter, Jr. Director July 2, 1996
- -------------------------
George D. Potter, Jr.
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT METHOD
NUMBER DESCRIPTION OF EXHIBIT OF FILING
- ------- ---------------------- ---------
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
- -------------------
[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 the applicable Exhibit to the
Company's Registration Statement on Form 8-A, filed July 27, 1988.
<PAGE>
EXHIBITS 5 and 23(a)
July 2, 1996
Interleaf, Inc.
62 Fourth 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 under the Company's 1994 Employee Stock Option Plan,
as amended (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>
EXHIBITS 5 and 23(a)
July 2, 1996
Interleaf, Inc.
62 Fourth 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 under the Company's 1994 Employee Stock Option Plan,
as amended (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 1994 Employee Stock Option Plan of Interleaf,
Inc. of our report dated April 26, 1996, 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, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
July 10, 1996
