<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):
FEBRUARY 16, 1999
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.
PRIVATE PLACEMENT TRANSACTION.
On February 16, 1999, the Company completed a private placement transaction
under which certain officers, directors and existing stockholders of the Company
purchased an aggregate of 1,761,167 shares of Common Stock, $ .01 par value, at
a price of $2.40 per share, resulting in total cash proceeds to the Company in
the amount of $4,226,800. The Company had previously announced the entering into
of the contracts for this private placement in a Form 8-K dated November 27,
1998.
The Company is filing this report at the request of The Nasdaq Stock Market,
Inc. in order to demonstrate the Company's compliance with Nasdaq's minimum net
tangible asset requirements for listing on the Nasdaq National Market.
Attached as an exhibit to this report are a pro forma consolidated balance sheet
as of January 31, 1999 and a statement of operations for the ten months ended
January 31, 1999. The pro forma balance sheet gives effect to the private
placement transaction as if it had occurred on January 31, 1999.
The accompanying unaudited pro-forma consolidated balance sheet and statement of
operations include the accounts of Interleaf, Inc. and its subsidiaries. All
significant intercompany balances and transactions have been eliminated in
consolidation.
The accompanying unaudited pro-forma consolidated balance sheet and statement of
operations do not include all financial information and disclosures required by
generally accepted accounting principles for complete financial statements. Such
unaudited pro-forma consolidated balance sheet and statement of operations
should be read in conjunction with the Company's audited consolidated financial
statements and related notes included in the Company's Annual Report on Form
10-K for the year ended March 31, 1998. The results of operations for interim
periods are not necessarily indicative of the results to be expected either for
the full quarter or for the full year.
EXHIBITS
99. Unaudited Pro-Forma Consolidated Balance Sheet of Interleaf, Inc. and
subsidiaries as of January 31, 1999, and Statement of Operations for the
Ten Months Ended January 31, 1999.
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: March 16, 1999 INTERLEAF, INC.
/S/ CRAIG NEWFIELD
----------------------------------------
By: Craig Newfield
Title: V.P., General Counsel & Clerk
<PAGE>
Exhibit 99
INTERLEAF, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
January 31,1999 January 31,1999 March 31, 1998
(Pro Forma) (Historical)
--------------- ---------------
Unaudited
-------------------------------
In thousands, except for share and per share amounts
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 13,632 $ 9,405 $ 21,112
Accounts receivable, net of reserve for doubtful accounts
of $1,159 at January 31, 1999 and $1,364 at March 31, 1998 11,072 11,072 12,706
Prepaid expenses and other current assets 1,351 1,351 838
---------- ---------- -----------
Total Current Assets 26,055 21,828 34,656
Property and equipment, net 2,115 2,115 3,321
Intangible assets, net 2,092 2,092 583
Other assets 385 385 828
---------- ---------- -----------
Total Assets $ 30,647 $ 26,420 $ 39,388
---------- ---------- -----------
---------- ---------- -----------
LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 1,357 $ 1,357 $ 2,079
Accrued expenses 10,322 9,972 11,657
Unearned revenue 8,630 8,630 12,136
Accrued restructuring 1,137 1,137 2,143
---------- ---------- -----------
Total Current Liabilities 21,446 21,096 28,015
Long-term restructuring 1,179 1,179 2,063
---------- ---------- -----------
Total Liabilities 22,625 22,275 30,078
---------- ---------- -----------
---------- ---------- -----------
Shareholders' Equity
Preferred stock, par value $.10 per share, authorized 5,000,000 shares: Series
A Junior Participating, none issued and outstanding Senior Series B
Convertible, shares issued and outstanding,
726,003 at January 31, 1999 and 861,911 at March 31, 1998 73 73 86
Senior Series C Convertible, shares issued and outstanding,
none at January 31,1999 and 1,010,348 at March 31, 1998 -- -- 101
Senior Series D 6% Convertible, shares issued and outstanding,
1,350 at January 31, 1999 and 7,625 at March 31, 1998 -- -- 1
Common stock, par value $.01 per share, authorized 50,000,000 shares,
issued and outstanding, 7,652,292(historical), 9,413,459(pro forma)
at January 31, 1999 and 6,051,770 at March 31, 1998 94 77 61
Additional paid-in capital 94,077 90,217 93,490
Retained earnings (accumulated deficit) (85,914) (85,914) (84,072)
Cumulative translation adjustment (308) (308) (357)
---------- ---------- -----------
Total Shareholders' Equity 8,022 4,145 9,310
---------- ---------- -----------
Total Liabilities and Shareholders' Equity $ 30,647 $ 26,420 $ 39,388
---------- ---------- -----------
---------- ---------- -----------
</TABLE>
<PAGE>
INTERLEAF, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Ten Months
Ended
January 31, 1999
(unaudited)
-----------
In thousands, except for per share amounts
<S> <C>
Revenues:
Products $ 6,805
Maintenance 18,752
Services 10,753
--------
Total revenues 36,310
--------
Costs of Revenues:
Products 2,013
Maintenance 2,636
Services 10,073
--------
Total costs of revenues 14,722
--------
Gross margin 21,588
Operating Expenses:
Selling, general and administrative 16,342
Research and development 6,593
Acquisition Costs 990
--------
Total operating expenses 23,925
--------
Income (loss) from operations (2,337)
Other income (expense) 520
--------
Income (loss) before income taxes (1,817)
Provision for income taxes 25
--------
Net Income (loss) $ (1,842)
--------
--------
</TABLE>
