<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):
November 13, 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 02451
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(781) 290-0710
<PAGE>
ITEM 5. Other Events.
Nasdaq Minimum Bid Price Requirement; Reverse Split
On November 13, 1998, The Nasdaq Stock Market, Inc. ("Nasdaq") advised the
Company that its Common Stock, $.01 par value per share (the "Common Stock"),
was not in compliance with one of the continuing maintenance requirements for
listing on the Nasdaq National Market. Specifically, the Common Stock had failed
to maintain a closing bid price of greater than or equal to $1.00 for thirty
consecutive trading days. Under Nasdaq's procedures, the Company has a period of
ninety calendar days in which to come back into compliance with Nasdaq
Marketplace Rule 4450(a)(5). In order to comply, the closing bid price for a
minimum of ten consecutive trading days must be at a price greater than or equal
to $1.00. The deadline for compliance is February 12, 1999. In an attempt to
increase the minimum bid price of the Common Stock to a level above the $1.00
minimum bid price continuing maintenance requirement, the Company will call a
Special Meeting of Stockholders for December 28, 1998 (the "1998 Special
Meeting") to seek stockholder approval of a proposal to effect a one-for-three
reverse stock split of its outstanding shares of Common Stock (the "Reverse
Stock Split"). Proxy materials for the 1998 Special Meeting are expected to be
mailed to stockholders on or about December 4, 1998.
If the Reverse Stock Split is approved by stockholders at the 1998 Special
Meeting, the Company expects to file an Amendment to its Articles with the
Secretary of State of the Commonwealth of Massachusetts promptly thereafter.
However, the final decision on whether and when to carry out the Reverse Stock
Split will be made by the Board of Directors based upon its evaluation as to
when such action will be most advantageous to the Company and its stockholders.
If the Reverse Stock Split is effectuated, each stockholder will own one-third
as many shares (but the same percentage of the outstanding shares) as such
stockholder owned before the Reverse Stock Split (except that any fractional
share will be rounded up to the nearest whole share.) The Reverse Stock Split
will have no effect on the number of authorized shares of Common Stock or the
par value of the Common Stock, and each share of Common Stock outstanding after
the Reverse Stock Split will continue to entitle its holder to one vote.
November 1998 Private Placement
On November 18, 1998, the Company entered into Common Stock Purchase Agreements
(the "Purchase Agreements") with nine persons (the "Purchasers") pursuant to
which each of the Purchasers agreed, upon the request of the Company within
certain time periods, to purchase up to a specified number of shares of Common
Stock at a purchase price of $.80 per share (the "November 1998 Private
Placement"). The aggregate consideration payable under the Purchase Agreements
is approximately $3.7 million, which would result in the issuance of
approximately 4.6 million shares of Common Stock. The shares will be issued in
reliance on an exemption from registration under Regulation D promulgated under
the Securities Act of 1933, as amended (the "Securities Act").
Under Nasdaq Marketplace Rule 4460(i)(1)(D), the Company is required to obtain
stockholder approval prior to, among other things, issuing common stock in a
private financing at a price less than the greater of book or market value of
the common stock, where the amount of common stock to be issued exceeds 20% of
the common stock or voting power of the company outstanding prior to the
issuance. Although the $.80 per share price was above the market price at the
time that the purchase price was negotiated with the unaffiliated Purchasers, it
may be less than the market price at the time of the issuance. Therefore, it is
a condition to the sale and issuance of Common Stock under the Purchase
Agreements that the Company's stockholders approve such issuances, if (at the
time of the issuance) the lesser of book value or market price of the Common
Stock is greater than $ .80 per share and to the extent the number of shares
issued
<PAGE>
exceeds the 20% threshold. At the 1998 Special Meeting, stockholders will be
asked to approve the stock issuances under the Purchase Agreements.
Under the terms of the Purchase Agreements, the Company is required to file a
registration statement under the Securities Act covering the resale of the
shares of Common Stock sold under the Purchase Agreements, and to use its best
efforts to have such registration statement declared effective as soon
thereafter as possible.
Certain of the Purchasers in the November 1998 Private Placement are affiliates
of the Company. These affiliates were requested by the unaffiliated Purchasers
to invest some of their own money to purchase shares of Common Stock in the
transaction as an inducement to the unaffiliated Purchasers to enter into the
Purchase Agreements. The affiliates who have committed to purchase in the
November 1998 Private Placement are Jaime W. Ellertson, President, Chief
Executive Officer and a director of the Company, Peter J. Rice, Chief Financial
Officer of the Company, John E. Pavlov, Vice President of Development of the
Company, Craig Newfield, Vice President and General Counsel of the Company,
Frederick B. Bamber, a director of the Company, and Rory J. Cowan, Chairman of
the Board of Directors of the Company. At the time that the purchase price was
negotiated with the unaffiliated Purchasers, the purchase price per share was at
a premium over the then current market price.
EXHIBITS
10. Form of Common Stock Purchase Agreement.
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: November 27, 1998 Interleaf, Inc.
/s/ Craig Newfield
---------------------------------------
By: Craig Newfield
Title: V.P., General Counsel & Clerk
<PAGE>
INTERLEAF CONFIDENTIAL
Exhibit 10 Common Stock Purchase Agreement
This Agreement dated as of November ___, 1998 is entered into by and
between Interleaf, Inc., a Massachusetts corporation (the "Company"), and the
entity listed below and designated as a Purchaser (referred to herein as
"Purchaser").
WHEREAS, this Agreement is one of a series of identical agreements being
executed between the Company and purchasers of Common Stock for an aggregate
consideration of at least $3,500,000 (collectively, the Purchaser and such other
purchasers are referred to herein as the "Purchasers").
In consideration of the mutual promises and covenants contained in this
Agreement, the parties hereto agree as follows:
1. PURCHASE AND SALE OF SHARES.
1.1 Authorization. The Company has duly authorized the sale and issuance,
pursuant to the terms of this Agreement, of an aggregate of 7,500,000
shares (the "Shares") of its Common Stock, $0.01 par value per share
("Common Stock").
1.2 Sale and Purchase of Shares. Subject to the terms and conditions of this
Agreement, upon written notice provided to each Purchaser in the form
attached hereto as Exhibit A (referred to herein as a "Notice of Sale"),
the Company will issue and sell to the Purchaser, and each Purchaser
will purchase on one or more occasions, up to an aggregate of such
number of Shares as is indicated opposite the Purchaser's name below, at
a purchase price of $0.80 per share (the "Purchase Price").
1.3 Use of Proceeds. The Company will use the proceeds from the sale of the
Shares (i) to partially redeem its 6% Convertible Preferred Stock
("Series D Stock") or to otherwise achieve a fixed floor on the
conversion price applicable to the Series D Stock, and/or (ii) if the
Series D Stock has achieved a fixed floor, then the Company will use the
proceeds to redeem all or a portion of the issued and outstanding shares
of its Series C Convertible Preferred Stock.
1.4 Conditions to Purchase. Anything to the contrary contained herein
notwithstanding, no Purchaser shall be obligated to purchase Shares as
indicated in any particular Notice of Sale unless a registration
statement under the Securities Act covering the resale of such Shares by
the Purchasers (the "Registration Statement") shall have been declared
effective by the SEC. This condition may be waived by the Purchasers,
acting individually, in their sole discretion, as to such Purchaser's
own Shares, but not as to the Shares to be purchased by any other
Purchaser.
2. THE CLOSINGS.
2.1 First Closing. The first closing at which the Purchasers shall purchase
Shares hereunder shall take place at the offices of the Company at 62
Fourth Avenue, Waltham, Massachusetts at 12:00 p.m. on December 29,
1998, or such later date not later than December 31, 1998 as the Company
may specify upon not less than 24 hours notice by facsimile transmission
or telephone (the "First Closing"). Not less than two (2) business days
before the First Closing, the Company shall deliver to the Purchasers
its initial Notice of Sale specifying the number of Shares to be sold to
each Purchaser at the First Closing. At the First Closing:
(a) The Company shall deliver to the Purchasers a certificate, as of
the most recent practicable date, as to the legal existence and
corporate good standing of the Company issued by the Secretary of
State of the Commonwealth of Massachusetts;
(b) The Company shall deliver to the Purchasers the Articles of
Organization of the Company, as amended and in effect as of the
First Closing Date, certified by the Secretary of State of the
Commonwealth of Massachusetts, as of the most recent practicable
date;
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INTERLEAF CONFIDENTIAL
(c) The Company shall deliver to the Purchasers the By-laws of the
Company, certified by its Clerk as in effect as of the First
Closing Date;
(d) The Company shall deliver to the Purchasers a copy of the
resolutions of the Board of Directors of the Company authorizing
and approving this Agreement and the issuance of the Shares
hereby, certified by the Secretary of the Company as of the First
Closing Date; and
(e) The Company shall deliver to the Purchasers certificates for the
Shares being purchased by each Purchaser at the First Closing,
registered in the name of each such Purchaser;
(f) Each Purchaser shall pay to the Company the Purchase Price for the
number of Shares set forth in the Notice of Sale for the First
Closing, by wire transfer or certified check; and
(g) The Company and each Purchaser shall execute and deliver a
Cross-Receipt.
2.2 Subsequent Closings. From and after the First Closing, from time to time
through and until the later of (i) 5:00 p.m. EST on December 31, 1998,
or (ii) five (5) business days after the date on which the Registration
Statement is declared effective by the SEC, but in any event not later
than February 15, 1999, the Company may conduct additional closings at
which it issues additional Shares (each an "Additional Closing") as
follows:
(a) The Company shall send to each Purchaser a Notice of Sale (such
Notice of Sale to be sent via overnight courier or facsimile
pursuant to Section 6.4) not later than three (3) business days
before the date of the Additional Closing.
(b) At the Additional Closing, each Purchaser shall purchase, and the
Company shall sell, such number of Shares as are indicated in the
Notice of Sale for that Additional Closing, for the Purchase Price
agreed to herein and upon the other terms and conditions of this
Agreement.
(c) The consideration payable for the Shares covered by each Notice of
Sale shall be paid to the Company at the Additional Closing.
Certificates representing the purchased Shares shall be issued, or
such Shares shall be made available via DWAC or other mutually
agreed medium, within three (3) business days following the
Additional Closing and Company's receipt of the Purchase Price for
such Shares.
(d) The Shares being purchased and sold pursuant to each such Notice
of Sale shall be apportioned among the Purchasers on a pro-rata
basis in accordance with their respective total commitment to
purchase Shares under this Agreement, except as the Purchasers may
otherwise agree.
(e) The total number of Shares being purchased and sold under all
Notices of Sale issued by the Company shall not exceed the total
number of Shares set forth in Section 1.1 hereof that are being
subscribed for under this Agreement by all Purchasers.
3. REPRESENTATIONS OF THE COMPANY. The Company hereby represents and
warrants to each of the Purchasers as follows as of the First Closing
Date and as of the date of each Additional Closing:
3.1 Organization and Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts. The Company is duly qualified or
otherwise authorized to transact business as a foreign corporation and
is in good standing in each jurisdiction in which the failure to so
qualify would have a material adverse effect on the operations or
financial condition of the Company.
3.2 Capitalization. The Company is authorized to issue (a) 50,000,000 shares
of common stock, $.01 par value per share, of which 18,834,924 shares
were issued and outstanding as of September 30, 1998, and (b) 5,000,000
shares of Preferred Stock, $.10 par value per share, of which (i)
2,142,857 shares have been designated as Senior Series B Convertible
Preferred Stock (of which 861,911 shares were outstanding as of
September 30, 1998), (ii) 1,200,000 shares have been designated as
Series C Stock (of which 1,010,348 were issued and outstanding as of
September 30, 1998), and (iv) 8,367 shares of Series D
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<PAGE>
INTERLEAF CONFIDENTIAL
Stock (of which 6,987 shares were issued and outstanding as of September
30, 1998). Since September 30, 1998, the Company has entered into
agreements with the holders thereof to redeem all of the Series C Stock
and 5,487 shares of Series D Stock in exchange for cash and the issuance
of 3,525,811 Shares of Common Stock. The Common Stock and the Preferred
Stock of the Company have the voting powers, designations, preferences,
rights and qualifications, and limitations or restrictions set forth in
the Articles of Organization and amendments thereto. All of the issued
and outstanding shares of capital stock of the Company have been duly
authorized and validly issued and are fully paid and nonassessable.
3.3 Authority for Agreement. Except for any shareholder approval as provided
under Section 5.4, the execution, delivery and performance by the
Company has been duly authorized by all necessary corporate action, and
this Agreement has been duly executed and delivered by the Company, and
this Agreement constitutes the valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms,
subject to applicable bankruptcy, insolvency, moratorium and similar
laws affecting the rights and remedies of creditors generally and to
general principles of equity.
3.4 Issuance and Sale of Shares. Except for any shareholder approval as
provided under Section 5.4, the issuance and sale of the Shares by the
Company has been duly authorized and the Shares have been duly reserved
for issuance by all necessary corporate action on the part of the
Company, and the Shares, when issued and delivered against payment
therefor, will be duly and validly issued, fully paid and
non-assessable. Based in part on the representations made by or on
behalf of each Purchaser in Section 4 hereof, the offer, issuance and
sale of the Shares pursuant to this Agreement are exempt from
registration under the Securities Act of 1933, as amended (the
"Securities Act"), and applicable state securities laws.
3.5 No Breach. Except for any shareholder approval as provided under Section
5.4, neither the execution, delivery nor performance of this Agreement
by the Company will (a) conflict with or violate any provision of the
Articles of Organization, as amended, or By-laws of the Company, (b)
require on the part of the Company any filing with, or permit,
authorization, consent or approval of, any governmental entity, (c)
result in breach of, constitute a default under, or require any notice,
consent or waiver under, any contract, agreement or other instrument to
which the Company is a party or by which it is bound (other than any
consent or waiver which has already been obtained), or (d) violate any
order, writ, injunction, decree, statute, rule or regulation applicable
to the Company, excluding from subparagraphs (a) - (d) such matters as
would not in the aggregate have a material adverse effect on the assets,
business or financial condition of the Company or upon the transactions
contemplated hereby.
3.6 Reports and Financial Statements.
(a) SEC Reports. The Company has previously furnished to the Purchasers
complete and accurate copies, as amended or supplemented, of its (i)
Annual Report on Form 10-K for the fiscal year ended March 31, 1998, as
filed with the Securities and Exchange Commission (the "SEC"), (ii) all
proxy statements relating to the Company's meetings of stockholders held
or currently scheduled since March 31, 1998 and (iii) all other reports
filed by the Company with the SEC under the Securities Exchange Act of
1934, as amended (the "Exchange Act") since March 31, 1998 (such reports
are collectively referred to herein as the "Company Reports"). The
Company Reports constitute all of the documents required to be filed by
the Company under Section 13, 14 or 15(d) of the Exchange Act with the
SEC since March 31, 1998. As of their respective dates, the Company
Reports did not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
they were made, not misleading.
(b) Financial Statements. The audited financial statements and unaudited
interim financial statements of the Company included in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1998 (i)
comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with
respect thereto, (ii) have been prepared in accordance with GAAP applied
on a consistent basis throughout the periods covered thereby (except as
may be indicated therein or in the notes thereto, and in the case of
quarterly financial statements, as permitted by Form 10-Q under the
Exchange Act), (iii) fairly present the consolidated financial
condition, results of
3
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INTERLEAF CONFIDENTIAL
operations and cash flows of the Company as of the respective dates
thereof and for the periods referred to therein, and (iv) are consistent
with the books and records of the Company.
(c) Other Information. The Company has provided to and discussed with the
Purchasers such information as the Purchasers have requested (to the
extent available) regarding the current operations, financial condition
(including the amount of available cash) and plans of the Company.
3.7 Material Adverse Change. Except as disclosed by the Company in writing
to the Purchaser prior to the date hereof, since June 30, 1998, there
has not been any material adverse change in the assets, business,
financial condition or results of operations of the Company.
3.8 Actions and Proceedings. There are no actions, suits or claims or legal
or arbitral proceedings or governmental inquiries or investigations,
pending, or, to the Company's knowledge, any threatened against the
Company, which questions the validity of this Agreement or the right of
the Company to enter into it, or which might result, either individually
or in the aggregate, in any material adverse change in the business,
prospects, assets or condition, financial or otherwise, of the Company.
4. REPRESENTATIONS OF THE PURCHASERS. Each Purchaser severally represents
and warrants to the Company as follows:
4.1 Investment. Each Purchaser (i) is acquiring the Shares solely for its
own account for investment purposes and not with a view to, or for sale
in connection with, any distribution thereof, nor with any present
intention of distributing or selling the same, (ii) has no present or
contemplated agreement, undertaking, arrangement, obligation,
indebtedness or commitment providing for the disposition thereof, and
(iii) is fully aware that in agreeing to sell the Shares and entering
into this Agreement, the Company is relying upon the truth and accuracy
of the representations and warranties contained herein.
4.2 Authority for Agreement. Each Purchaser has full power and authority to
execute, deliver and perform its obligations under this Agreement in
accordance with its terms. Each Purchaser represents that it has not
been organized, reorganized or recapitalized specifically for the
purpose of investing in the Company. This Agreement has been duly
executed and delivered by each Purchaser and constitutes a valid and
binding obligation of each Purchaser, enforceable against each such
Purchaser in accordance with its terms.
4.3 Information. Each Purchaser or its attorney-in-fact (a) has reviewed the
representations of the Company contained in this Agreement and the
Company Reports, and (b) has had the opportunity to make inquiry
concerning the Company and its business and personnel. The officers of
the Company have made available to each such person any and all written
information that it has requested and have answered to each such
person's satisfaction all inquiries made.
4.4 Accredited Investor. Each Purchaser is an "Accredited Investor" as that
term is defined in Rule 501 of Regulation D promulgated under the
Securities Act. Each Purchaser either alone or with its purchaser
representative or attorney-in-fact has sufficient knowledge and
experience in investing in companies similar to the Company so as to be
able to evaluate the risks and merits of its investment in the Company
and is able financially to bear the risks thereof, including a complete
loss of its entire investment.
4.5 Brokerage. No broker, finder, agent or similar intermediary has acted on
behalf of any Purchaser in connection with the Agreement or the
transactions contemplated hereby, and there are no brokerage
commissions, finders fees or similar fees or commissions payable in
connection therewith based on any agreement, arrangement or
understanding with any Purchaser.
5. COVENANTS OF THE COMPANY. The Company agrees with each Purchaser as
follows:
5.1 Information to be Furnished. So long as the Purchaser holds at least 50%
of the total Shares issued to such Purchaser under this Agreement, the
Company shall deliver to the Purchaser with reasonable promptness, such
notices, information and data with respect to the Company as the Company
files with
4
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INTERLEAF CONFIDENTIAL
the SEC or delivers to all holders of its Common Stock, and such other
information and data as the Purchaser may from time to time reasonably
request.
5.2 Reservation of Shares. The Company shall reserve and maintain a
sufficient number of shares of Common Stock for issuance upon purchase
of all of the Shares.
5.3 Registration of Shares. The Company will promptly within seven days
after the date of this Agreement file with the SEC a registration
statement under the Securities Act on Form S-3 (or any successor short
form registration involving a similar amount of disclosure; or if then
ineligible to use any such form, then any other available form of
registration statement) covering the resale by Purchasers of all the
Shares purchased by the Purchasers hereunder (the "Registration
Statement"), and will use its commercially reasonable efforts to cause
such Registration Statement to become effective as promptly as possible
and remain effectively continuously until the earlier of (i) two years
from the Closing Date, or (ii) such time as all of the Shares held by
each Purchaser may be sold pursuant to Rule 144(k) promulgated under the
Securities Act on a single day. Each Purchaser will cooperate in
promptly providing all information or certificates required from it in
order to be included as a selling stockholder on such Registration
Statement. The Purchasers are not obligated to purchase any Shares until
such Registration Statement has become effective.
5.4 Shareholder Approval. The Company will use its best efforts to promptly
notice and hold a shareholders meeting as soon as reasonably practicable
to obtain any shareholder approvals required by the Company (including
those required by the Nasdaq Stock Market Marketplace Rules) to allow
for issuance of the Shares upon their purchase by the Purchasers.
If the Company is unable to obtain any required shareholder approval
concerning the issuance of Shares hereunder prior to January 29, 1999,
then the Company shall immediately re-purchase, at a "Special Redemption
Price" equal to 110% of the Purchase Price, the smallest number of
Shares which is sufficient, in the Company's reasonable judgment, such
that following such re-purchase, issuance and sale of the remaining
Shares would not constitute a breach of the Company's obligations under
the Nasdaq Stock Market Marketplace Rules. Any such re-purchase shall be
made pro-rata.
6. MISCELLANEOUS.
6.1 Assignability. This Agreement, and the rights and obligations of the
Purchasers hereunder, may be assigned in whole and not in part by each
Purchaser to any person or entity to which at least 50% of the total
Shares issued under this Agreement are transferred by the Purchaser, and
such transferee shall be deemed a "Purchaser" for purposes of this
Agreement; provided that the transferee provides to the Company a
written instrument notifying the Company of such transfer and assignment
and agreeing to be bound by the terms of this Agreement.
6.2 Confidentiality. Each Purchaser agrees that it will keep confidential
and will not disclose or divulge any confidential, proprietary or secret
information which such Purchaser may obtain from the Company pursuant to
financial statements, reports and other materials submitted by the
Company to such Purchaser pursuant to this Agreement, or pursuant to
visitation or inspection courtesies extended to such Purchaser, unless
such information is known, or until such information becomes known, to
the public; PROVIDED, HOWEVER, that each Purchaser may disclose such
information (i) to its attorneys, accountants, consultants, and other
professionals to the extent necessary to obtain their services in
connection with its investment in the Company, (ii) to any prospective
purchaser of any Shares from a Purchaser as long as such prospective
purchaser agrees in writing to be bound by the provisions of this
Section, or (iii) to any affiliate of a Purchaser; subject to the
agreement of such party to keep such information confidential as set
forth herein.
6.3 Survival of Representations and Warranties. All agreements,
representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the closing of the
transactions contemplated hereby.
5
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INTERLEAF CONFIDENTIAL
6.4 Notices. All notices, requests, consents, and other communications under
this Agreement shall be in writing and shall be delivered by hand, sent
via a reputable nationwide overnight courier service, transmitted via
facsimile with answerback and with copy via U.S. mail, or mailed by
first class certified or registered mail, return receipt requested,
postage prepaid:
If to the Company, at Interleaf, Inc., 62 Fourth Avenue, Waltham,
Massachusetts 02154, Attn: General Counsel, or at such other address or
addresses as may have been furnished in writing by the Company to the
Purchasers; or
If to a Purchaser, at its address as indicated underneath its signature
below, or at such other address or addresses as may have been furnished
in writing by the Purchaser to the Company.
Notices provided in accordance with this Section 6.4 shall be deemed
delivered upon personal delivery, one business day after being sent via
a reputable nationwide overnight courier service, or two business days
after deposit in the mail and on the next business day following
transmittal via facsimile.
6.5 Indemnification and Expenses. The Company and the Purchasers each agree
to indemnify and save the other harmless from and against any and all
claims, liabilities or obligations with respect to brokerage or finders'
fees or commissions in connection with the transactions contemplated by
this Agreement asserted by any person on the basis of any agreement,
statement or representation alleged to have been made by such
indemnifying party. Each party will pay its own closing costs and
attorneys fees.
6.6 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.
6.7 Amendment and Waiver. Except as otherwise expressly set forth in this
Agreement, any term of this Agreement may be amended and the observance
of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), with the
written consent of the Company and the Purchaser. Any amendment or
waiver effected in accordance with this Section 6.7 shall be binding
upon each holder of any Shares. No waivers of or exceptions to any term,
condition or provision of this Agreement, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver
of any such term, condition or provision.
6.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all
of which shall be one and the same document.
6.9 Headings. The section headings are for the convenience of the parties
and in no way alter, modify, amend, limit, or restrict the contractual
obligations of the parties.
6.10 Enforceability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement.
[Balance of page left blank intentionally.]
6
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INTERLEAF CONFIDENTIAL
6.11 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
Executed as of the date first written above.
INTERLEAF, INC.
By:
-------------------
Peter J. Rice, CFO
THE PURCHASERS:
<TABLE>
<CAPTION>
Shares Dollars Pro-Rata
Purchased Invested Portion
--------- -------- -------
<S> <C> <C> <C>
Purchaser's Name Here
, $ , %
--------- --------- ---------
</TABLE>
By:
-------------------------
Name:
-----------------------
Title:
----------------------
Date:
-----------------------
7
<PAGE>
INTERLEAF CONFIDENTIAL
EXHIBIT A
to
Common Stock Purchase Agreement
Form of Notice of Sale
----------------------
[Interleaf Letterhead]
Date
Via Facsimile and U.S. Mail
To the Private Placement Investors
Under the Common Stock Purchase Agreement
Dated November __, 1998
Re: Notice of Sale
Gentlemen:
Reference is made to the Common Stock Purchase Agreement between Interleaf, Inc.
(the "Company") and each of you dated November __, 1998 (the "Purchase
Agreement").
This letter constitutes a Notice of Sale from the Company to each of you under
to Section 2 of the Agreement. The Company hereby gives notice of sale with
respect to a total of ________ Shares of Common Stock, for an aggregate Purchase
Price of $_____.
Pursuant to the Purchase Agreement, please remit your pro-rata portion of the
aggregate Purchase Price stated above within three (3) business days from your
receipt of this Notice. Please remit these funds to the Company via check sent
to the undersigned, or via wire transfer as follows:
Wire transfer instructions to be inserted
Within three (3) business days from receipt of funds from you, the Company will
deliver your Shares in certificate form, or via DWAC or other delivery
instructions that you may wish to provide.
Thank you for your cooperation in this matter. If you have any questions, please
feel fee to call either Peter Rice at (781) 768-1509, or the undersigned at
(781) 768-1086.
Very truly yours,
Craig Newfield
General Counsel
8
