<PAGE>
As filed with the Securities and Exchange Commission on October 24, 1997
Registration Statement No. 333-
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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 (I.R.S. Employer Identification No.)
of incorporation or organization)
62 Fourth Avenue
Waltham, Massachusetts 02154
(617) 290-0710
(Address, including zip code, and
telephone number, including area code,
of registrant's principal
executive offices)
______________________
CRAIG NEWFIELD, ESQ.
General Counsel
INTERLEAF, INC.
62 Fourth Avenue
Waltham, Massachusetts 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 public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being 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, other than securities offered only in connection with dividend or
interest reinvestment plans, 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 registrations statement number of the earlier
effective registration statement for the same offering. |__|
If this Form is a post-effective amendment filed 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>
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Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount to be Offering Aggregate Registration
Registered Registered Price Per Share (1) Offering Price (1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01
par value........... 4,059,616 shares $2.77 $11,245,136 $3,408
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and based upon prices on the Nasdaq National Market
on October 21, 1997.
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 the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), shall determine.
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<PAGE>
4,059,616 Shares
INTERLEAF, INC.
Common Stock
_____________________
This Prospectus covers the resale of 4,059,616 shares of Common Stock,
$0.01 par value per share (the "Common Stock") of Interleaf, Inc.
("Interleaf" or the "Company") by certain stockholders of the Company (the
"Selling Stockholders"). See "Selling Stockholders." 4,019,616 of the shares
of Common Stock covered by this Prospectus are issuable to the Selling
Stockholders upon conversion of the Series C Convertible Preferred Stock,
$.01 par value per share ("Series C Preferred Stock"), of the Company which
was issued to the Selling Stockholders pursuant to the Series C Preferred
Stock Purchase Agreement between the Company and Lindner Investments dated
October 14, 1996 (the "Agreement"). The remaining 40,000 shares of Common
Stock may be issuable to the Selling Stockholders based upon certain
adjustments contained in the Agreement. All of the shares offered hereunder
are to be sold by the Selling Stockholders. The Company will not receive any
of the proceeds from the sale of the shares by the Selling Stockholders.
The Selling Stockholders may from time to time sell the shares covered by
this Prospectus on the Nasdaq National Market in ordinary brokerage
transactions, in negotiated transactions, or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. See "Plan of
Distribution." The Common Stock is traded on the Nasdaq National Market under
the symbol "LEAF".
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES 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 October ___, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and
other information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices
located at 7 World Trade Center, Suite 1300, New York, New York 10048, and at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials also may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Common Stock of the Company is traded on
the Nasdaq National Market. Reports and other information concerning the
Company may be inspected at the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares of Common Stock offered hereby. This Prospectus
does not contain all the information set forth in the Registration Statement
and the exhibits and schedules thereto, as certain items are omitted in
accordance with the rules and regulations of the Commission. For further
information pertaining to the Company and the shares of Common Stock offered
hereby, reference is made to such Registration Statement and the exhibits and
schedules thereto, which may be inspected without charge at the office of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of
which may be obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997, 10-Q for the first quarter ended June 30, 1997, Form 8-K
filed on October 1, 1997, and Form 8-K/A filed on October 23, 1997, and
(2) The Company's Registration Statement on Form 8-A dated June 11, 1986
registering the Common Stock under Section 12(g) of the Exchange Act.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the offering of the Common Stock
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy
of any or all of the documents incorporated by reference into this Prospectus
(without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). Requests for such copies
should be directed to: General Counsel of the Company, 62 Fourth Avenue,
Waltham, Massachusetts 02154; telephone (617) 290-0710.
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained
in this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its
date. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any securities other than the registered securities to
which it relates. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy such securities in any circumstances in which
such offer or solicitation is unlawful.
2
<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 publishing ("IDP") solution to
meet both the needs of the document author and information user. The
Company's principal offices are located at 62 Fourth Avenue, Waltham,
Massachusetts 02154, and its telephone number is (617) 290-0710.
RISK FACTORS
From time to time, information provided by the Company or statements made
by its employees may contain forward-looking information. The Company's
actual future results may differ materially from those projections or
suggestions made in such forward-looking information as a result of various
potential risks and uncertainties including, but not limited to, the factors
discussed below.
The Company's future operating results are dependent on its ability to
develop and market integrated publishing software products and services that
meet the changing need of organizations with complex document publishing
requirements. There are numerous risks associated with this process,
including the uncertainty among customers and employees created by the
Company's recent financial difficulties, rapid technological change in the
information technology industry and the requirement to bring to market IDP
solutions that solve complex business needs in a timely manner. In addition,
the existing document publishing, electronic distribution, and document
management markets are highly competitive. The Company competes against a
number of companies for sales of its software products on both an individual
product basis and integrated with services in large IDP solution sales.
Sales cycles associated with IDP solution sales are long as organizations
frequently require the Company to solve complex business problems which
typically involve reengineering of their business processes. In addition, a
high percentage of the Company's product license revenues are generally
realized in the last month of a fiscal quarter and can be difficult to
predict until the end of a fiscal 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.
The Company markets its software products and services worldwide. Global
and/or regional economic factors, currency exchange rate fluctuations, and
potential changes in laws and regulations affecting the Company's business
could impact the Company's financial condition or future operating results.
The market price of the Company's Common Stock may be volatile at times
in response to fluctuations in the Company's quarterly operating results,
changes in analysts' earnings estimates, market conditions in the computer
software industry, as well as general economic conditions and other factors
external to the Company.
Revenue has declined in all geographic regions during the past 3 years.
Product revenue declined significantly during this period as sales of the
Company's stand-alone products continued to decrease. The Company has been
refocusing its business strategy on providing document publishing
applications targeted toward specific vertical and horizontal markets. While
the Company has built well-accepted IDP based solutions for individual
customers, it has not yet demonstrated the ability to develop, market and
sell IDP applications. There is no assurance that the Company will be
successful in implementing its strategy, and therefore the Company is unable
to predict if or when product revenues will stabilize or grow. Additionally,
since the Company's services and maintenance revenue is largely dependent on
new product licenses, these revenue components have also experienced downward
pressure. This trend will continue unless product revenue stabilizes.
3
<PAGE>
Due to the uncertainty among the Company's customers and employees
created by the Company's two restructurings in the fiscal year ended March
31, 1997, along with the downward trend in the Company's revenue, the Company
is unable to predict with any level of certainty its future revenue. The
Company will continue to closely monitor its expenses and cost structure.
The Company believes its current cash position will meet the Company's
liquidity needs for fiscal 1998. There can be no assurances that the Company
can fund its longer term ongoing business operations unless revenue
stabilizes. If the Company's cash resources are insufficient to fund its
operations at any time, there can be no assurances that the Company will be
able to obtain additional capital or, if it does so, that such capital can be
obtained at commercially reasonable terms or without incurring substantial
dilution to existing shareholders.
CURRENT DEVELOPMENTS
On October 23, 1997, the Company reported net revenues of $13.1 million
and a net profit of $.4 million, or $.02 per share, for the second quarter of
fiscal year 1998 which ended September 30, 1997. For the six months ended
September 30, 1997, the Company reported net revenues of $25.9 million, and a
net profit of $.835 million, or $.03 per share. In the opinion of management,
this unaudited consolidated financial information includes all adjustments
(consisting only of normal recurring accruals) necessary for a fair
presentation of the results of operations for the interim periods reported.
On October 22, 1997 the Company announced that it acquired the rights to
a software product known as JAMBA, payment for which is to be made over time.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
by the Selling Stockholders.
THE PURCHASE AGREEMENT
Pursuant to the Agreement, the Company issued a total of 1,004,904 shares
of Series C Preferred Stock to two series of Lindner Investments, for
aggregate consideration of $10,000,000. Up to an additional 16,000 shares
may be subsequently issued to each entity on account of certain adjustments
under the Agreement. Pursuant to the terms of the Series C Preferred Stock,
as set forth in the Company's Articles of Organization, each share of the
Series C Preferred Stock is convertible into four shares of Common Stock of
the Company at any time and at the option of the holder. The rate at which
shares of Series C Preferred Stock may be converted into shares of Common
Stock beneficially shall be subject to adjustment under certain
circumstances. The Series C Preferred Stock is currently held of record by
Auer & Co., their nominee.
SELLING STOCKHOLDERS
The following table sets forth the number of shares of Common Stock
beneficially owned by each of the Selling Stockholders as of October 23,
1997. All of the shares by each of the Selling Stockholders are being
offered for sale pursuant to this Prospectus; and if all of the shares
offered hereby are sold as described herein, neither selling Stockholder will
beneficially own any shares of Common Stock. The Selling Stockholders have
not held any positions or offices with, been employed by, or otherwise had a
material relationship with, the Company (other than as stockholders of
Interleaf subsequent to the purchase of the Series C Preferred Stock).
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Number of Shares
Name of of Common Stock Number of Shares Number of Shares of
Selling Beneficially Owned of Common Stock Common Stock Owned
Stockholder as of October 23, 1997 Being Offered after the Offering
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Lindner Growth
Fund, a series
of Lindner
Investments 2,029,808 (1) 2,029,808 -0-
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Lindner Dividend
Fund, a series of
Lindner Investments 2,029,808 (1) 2,029,808 -0-
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____________
(1) Represents shares of Common Stock which will be issued upon conversion
of the Series C Preferred Stock. The Selling Stockholders may convert the
shares of Series C Preferred Stock at any time. For purposes of this table,
each share of Series C Preferred Stock converted into Common Stock at the
initial conversion price of $2.4878 per share.
4
<PAGE>
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time
to time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made in the over-the-counter
market or otherwise, at prices related to the then current market price or in
negotiated transactions, including pursuant to an underwritten offering or
one or more of the following methods: (a) purchases by a broker-dealer as
principal and resale by such broker or dealer for its account pursuant to
this Prospectus; (b) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (c) block trades in which the
broker-dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction. The Company has been advised by the Selling Stockholders that
they have not made any arrangements relating to the distribution of the
shares covered by this Prospectus. In effecting sales, broker-dealers
engaged by the Selling Stockholders may arrange for other broker-dealers to
participate. Broker-dealers will receive commissions or discounts from the
Selling Stockholders in amounts to be negotiated immediately prior to the
sale. The Agreement provides that the Company will indemnify the Selling
Stockholders against certain liabilities, including liabilities under the
Securities Act.
In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers and any other participating
broker-dealers who execute sales for the Selling Stockholders may be deemed
to be "underwriters" within the meaning of the Securities Act in connection
with such sales, and any profits realized by the Selling Stockholders and the
compensation of such broker-dealer may be deemed to be underwriting discounts
and commissions.
The Company has advised the Selling Stockholders that during such time as
they may be engaged in a distribution of Common Stock included herein they
are required to comply with Rules 10b-6 and 10b-7 under the Exchange Act and,
in connection therewith, that they may not engage in any stabilization
activity in connection with Interleaf securities, are required to furnish to
each broker-dealer through which Common Stock included herein may be offered
copies of this Prospectus, and may not bid for or purchase any securities of
the Company or attempt to induce any person to purchase any Interleaf
securities except as permitted under the Exchange Act. The Selling
Stockholders have agreed to inform the Company when the distribution of the
shares is completed.
Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account
in which the participant has a beneficial interest, any of the securities
that are the subject of the distribution. Rule 10b-7 governs bids and
purchases made in order to stabilize the price of a security in connection
with a distribution of the security.
This offering will terminate on the earlier of (a) January 2, 2000 or (b)
the date on which all shares offered hereby have been sold by the Selling
Stockholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by John K. Hyvnar, Esq., Counsel to the Company.
EXPERTS
The consolidated financial statements of Interleaf, Inc. appearing in
Interleaf's Annual Report on Form 10-K for the year ended March 31, 1997,
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.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Nature of Expense
SEC Registration Fee.................................................... $3,408
Legal Fees and Expenses................................................. 5,000
Accounting Fees and Expenses............................................ 5,000
Miscellaneous........................................................... 500
TOTAL................................................................... $13,908
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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
II-1
<PAGE>
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 an 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, provide 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.
II-2
<PAGE>
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
<C> <S> <C>
4.1 Restated Articles of Organization of the Company, as amended *
4.2 Amended and Restated By-laws of the Company **
4.3 Specimen Certificate for Shares of the Company's Common Stock ***
5.1 Opinion of John K. Hyvnar, Esq. Included
23.1 Consent of Ernst & Young LLP Included
23.2 Consent of John K. Hyvnar, Esq. (included in Exhibit 5.1) Included
24.1 Power of Attorney Included
_______________
* Incorporated herein by reference from the applicable Exhibit to the Company's
Report on Form 10-Q for the quarter ended December 31, 1996, File Number 0-14713.
** Incorporated herein by reference from the applicable Exhibit to the Company's
Annual Report on Form 10-K for the year ended March 31, 1994, File Number 0-14713.
*** Incorporated herein by reference from the applicable Exhibit to Registration
Statement on Form S-1 (File No. 33-5743)
</TABLE>
Item 17. Undertakings.
The Company hereby undertakes:
(1) 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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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 this
Registration Statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(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 Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in this
Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.
(3) 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.
II-3
<PAGE>
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the indemnification provisions described herein, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the
final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 the 24th
day of October, 1997.
INTERLEAF, INC.
By: /s/ Jaime W. Ellertson
-----------------------
Jaime W. Ellertson
President and Chief
Executive Officer
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jaime
W. Ellertson, Robert R. Langer, and Patrick J. Rondeau, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution in each of them, for him and in his name, place and stead,
and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-3 of
Interleaf, Inc. and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them or
their or his substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 24th day of October, 1997.
Signature Title
/s/ JAIME W. ELLERTSON President and Chief Executive Officer, and Director
- ------------------------- (Principal Executive Officer)
Jaime W. Ellertson
/s/ ROBERT R. LANGER Vice President of Finance and Administration,
- ------------------------- Chief Financial Officer and Treasurer
Robert R. Langer (Principal Financial and Accounting Officer)
/s/ FREDERICK B. BAMBER Director
- -------------------------
Frederick B. Bamber
/s/ DAVID A. BOUCHER Director
- -------------------------
David A. Boucher
/s/ RORY J. COWAN Chairman of the Board of Directors
- -------------------------
Rory J. Cowan
/s/ MARCIA J. HOOPER Director
- -------------------------
Marcia J. Hooper
/s/ GEORGE D. POTTER, JR. Director
- -------------------------
George D. Potter, Jr.
II-5
<PAGE>
EXHIBIT 5.1
October 24, 1997
Interleaf, Inc.
62 Fourth 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 4,059,616 shares of Common Stock, $.01
par value per share (the "Shares"), of Interleaf, Inc., a Massachusetts
corporation (the "Company"), issuable to Lindner Growth Fund, a series of
Lindner Investments and Lindner Dividend Fund, a series of Lindner
Investments, 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 instrument 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 your conversion of
the Series C Convertible Preferred Stock in accordance with the terms thereof,
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.
COUNSEL
<PAGE>
Exhibit 23.1
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 4,059,616 shares of its common stock and to the
incorporation by reference therein of our report dated June 16, 1997, 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,
1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
October 23, 1997
