<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 6, 1998
Interleaf, Inc.
(Exact name of Registrant as specified in its charter)
Massachusetts 0-14713 04-2729042
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
62 Fourth Avenue, Waltham, Massachusetts 02154
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(781) 290-0710
<PAGE>
ITEM 4. Changes in Registrant's Certifying Accountant.
(a) Information required by Item 304(a)(1) of Regulation S-K.
i) Ernst & Young LLP was dismissed as the Registrant's independent
accountants effective as of the close of business on July 6, 1998.
ii) The reports of Ernst & Young LLP on the consolidated financial
statements of the registrant at March 31, 1997 and March 31, 1998,
and for the three years ended March 31, 1998, contain no adverse
opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle.
iii) The decision to change accountants was recommended by the Audit
Committee of the Registrant's Board of Directors, and approved by the
full Board of Directors of the Registrant.
iv) In connection with its audits for the two most recent fiscal years and
through June 30, 1998 there have been no disagreements with Ernst &
Young LLP on any matter of accounting principle or practice,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Ernst & Young LLP
would have caused Ernst & Young LLP to make reference thereto in their
report on the financial statements for such years.
(v) During the two most recent fiscal years and through June 30, 1998
there have been no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)).
(b) Information required by Item 304(a)(2) of Regulation S-K.
The Registrant engaged Price Waterhouse Coopers LLP as its new independent
accountants as of July 7, 1998. During the most recent two fiscal years and
through June 30, 1998, Interleaf, Inc. has not consulted with Price
Waterhouse Coopers LLP on items which (1) were or should have been subject
to SAS 50, or (2) concerned the subject matter of a disagreement or
reportable event with the Registrant's former auditor (as defined in
Regulation S-K Item 304(a)(2)).
The Registrant has requested that Ernst & Young LLP provide it with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of that letter, dated July 13, 1998, is filed as Exhibit 16 to this Form
8-K.
EXHIBITS
16. Letter from Ernst & Young LLP to the Securities and Exchange Commission
dated July 13, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 13, 1998 Interleaf, Inc.
/s/ Craig Newfield
--------------------------------
By: Craig Newfield
Title: General Counsel & Clerk
<PAGE>
July 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4 of Form 8-K dated July 6, 1998 of Interleaf, Inc. and
are in agreement with the statements contained in paragraph 4(a)(i), (ii),
(iv), and (v) therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
Very truly yours,
Ernst & Young, LLP
