<PAGE>
As filed with the Securities and Exchange Commission on October 24, 1997
Registration No. -
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
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) (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)
------------------------
Craig Newfield, 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, 1,000,000 $2.77 $2,770,000 $840
$.01 par value shares
</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 October 21, 1997.
<PAGE>
This Registration Statement on Form S-8 relates to 1,000,000 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 October 24, 1997.
INTERLEAF, INC.
By: /s/ Jaime W. Ellertson
-----------------------
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Interleaf, Inc., hereby
severally constitute and appoint Jaime W. Ellertson and Robert R. Langer, 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.
Signature Title Date
--------- ----- -----
/s/ Jaime W. Ellertson President and Chief Executive October 24, 1997
- ----------------------- Officer and Director
Jaime W. Ellertson (Principal Executive Officer)
/s/ Robert R. Langer Executive Vice President and October 24, 1997
- ----------------------- Chief Financial Officer and
Robert R. Langer Director (Principal Financial
and Accounting Officer)
/s/ Frederick B. Bamber Director October 24, 1997
- ------------------------
Frederick B. Bamber
1
<PAGE>
Signature Title Date
--------- ----- -----
/s/ David A. Boucher Director October 24, 1997
- ------------------------
David A. Boucher
/s/ Rory J. Cowan Chairman of the Board of October 24, 1997
- ------------------------ Directors
Rory J. Cowan
/s/ Marcia J. Hooper Director October 24, 1997
- ------------------------
Marcia J. Hooper
/s/ George D. Potter, Jr. Director October 24, 1997
- ------------------------
George D. Potter, Jr.
2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Method
Number Description of Exhibit of 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
(included in Exhibit 5)
23(b) Consent of Ernst & Young LLP, independent auditors included
24 Power of Attorney (included in page 1 of S-8) included
</TABLE>
- -----------------
[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)
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-8 to be
filed with the Securities and Exchange Commission (the "Registration
Statement"), relating to 1,000,000 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.
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 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
