<PAGE>
As filed with the Securities and Exchange Commission on May 6, 1999.
Registration No. 333-____________
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
(State or other jurisdiction of)
incorporation or organization)
04-2729042
(IRS Employer Identification Number)
62 FOURTH AVENUE, WALTHAM, MA 02451
(Address of principal executive offices) (Zip Code)
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
CRAIG NEWFIELD, V.P. & GENERAL COUNSEL
INTERLEAF, INC.
62 FOURTH AVENUE
WALTHAM, MASSACHUSETTS 02451
(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>
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Each Class of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 833,333 shares 4.0625 (1) $3,385,415 $941
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, on the basis of the
average of the high and low and trading prices on the Nasdaq National
Market on May 4, 1999.
<PAGE>
PART II INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed with the Securities and Exchange Commission, are
incorporated herein be reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1998 filed pursuant to Section 13(a) or 15(d) of the Exchange
Act, as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's Annual Report referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement on Form 8-A filed under the Exchange Act
with the Securities and Exchange Commission.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c)
14 and 15(d) of the Exchange Act subsequent to the date hereof and, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities offered hereby has been passed upon for the
Registrant by Craig Newfield, Esq., Vice President and General Counsel of the
Registrant. Mr. Newfield is eligible to participate in the Plan.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
(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, 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
or to the extent that such matter relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan. 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 Registrant's By-laws provides that the Registrant
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 Registrant 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 Registrant.
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
2
<PAGE>
person did not act in good faith in the reasonable belief that his action was in
the best interests of the Registrant, 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
Registrant), 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 Registrant. 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
Registrant'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 Registrant has entered into an Agreement to Defend and
Indemnify with each of its officers and directors. Pursuant to these agreements,
the Registrant has agreed, to the extent legally permissible, to indemnify such
persons 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 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 Registrant. 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
Registrant, 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 Registrant by (a) a quorum of
disinterested directors, or (b) independent legal counsel (who may be regular
counsel of the Registrant), 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 Registrant 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 Registrant will provide coverage after the full coverage of the
insurance policy is exhausted or otherwise unavailable.
(d) Article 6D of the Registrant's Articles of Organization provides
that, to the fullest extent permitted by Chapter 156B of the Massachusetts
General Laws, a director of the Registrant shall not be personally liable to the
Registrant 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.
3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
<S> <C>
4.1 Specimen Certificate of Common Stock (filed
as Exhibit 4(a) to the Registrant's
Registration Statement on Form S-1 (File No.
33-5443)).
4.2 Interleaf, Inc. 1998 Employee Stock Purchase
Plan (filed as Exhibit A to the Proxy
Statement for the Annual Meeting of
Stockholders held August 24, 1998).
5.1 Legal Opinion of Craig Newfield, Esquire.
23.1 Consent of Craig Newfield, Esquire
(contained in his Opinion filed as Exhibit
5.1).
23.2 Consent of Ernst & Young, LLP, independent
auditors.
23.3 Consent of Dulworth, Breeding & Karns, LLP,
independent auditors
24 Power of Attorney (included on the signature
page of this Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a)(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 (a)(1)(i) and (a)(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 Registrant 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 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.
- ------------------------------------
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
4
<PAGE>
(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.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant'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 that time shall be deemed to be the initial bona fide offering thereof
(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions described herein, or
otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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 Registrant 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.
5
<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 May 6,
1999.
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, Peter J. Rice and Craig
Newfield, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Jaime W. Ellertson President and Chief Executive May 6, 1999
- ------------------------------------ Officer, and Director
(Principal Executive Officer) May 6, 1999
/s/ Peter J. Rice Vice President of Finance and May 6, 1999
- ------------------------------------ Administration,
Chief Financial Officer and
Treasurer (Principal Financial
and Accounting Officer)
/s/ Frederick B. Bamber Director May 6, 1999
- ------------------------------------
/s/ David A. Boucher Director May 6, 1999
- ------------------------------------
/s/ Rory J. Cowan Chairman of the Board of Directors May 6, 1999
- ------------------------------------
/s/ Marcia J. Hooper Director April 30, 1999
- ------------------------------------
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ John A. Lopiano Director April 30, 1999
- ------------------------------------
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
<S> <C>
4.1* Specimen Certificate of Common Stock (filed
as Exhibit 4(a) to the Registrant's
Registration Statement on Form S-1 (File No.
33-5443)).
4.2 Interleaf, Inc. 1998 Employee Stock Purchase
Plan (filed as Exhibit A to the Proxy
Statement for the Annual Meeting of
Stockholders held August 24, 1998).
5.1 Legal Opinion of Craig Newfield, Esquire.
23.1 Consent of Craig Newfield, Esquire
(contained in his Opinion filed as Exhibit
5.1).
23.2 Consent of Ernst & Young, LLP, independent
auditors.
23.3 Consent of Dulworth, Breeding & Karns, LLP,
independent auditors.
24 Power of Attorney (included on the signature
page of this Registration Statement).
</TABLE>
- ------------------------
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to
the Securities Act of 1933, as amended, reference is made to the
documents previously filed with the Commission, which are incorporated
by reference herein.
8
<PAGE>
EXHIBITS 5.1 & 23.1
May 5, 1999
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 833,333 shares of Common Stock, $.01 par value per
share (the "Shares"), of Interleaf, Inc., a Massachusetts corporation (the
"Company"), pursuant to the Company's 1998 Employee Stock Purchase Plan (the
"1998 ESPP").
I have examined (i) the Restated Articles of Organization and By-laws of the
Company and all amendments thereto, (ii) the 1998 ESPP, and (iii) such records
of meetings of the directors and stockholders of the Company, documents and
other instruments as in my judgment 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 upon exercise of stock options granted
under the 1998 ESPP in accordance with the terms thereof and pursuant to the
terms of the 1998 ESPP, 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/ CRAIG NEWFIELD
- --------------------
Craig Newfield, Esq.
GENERAL COUNSEL
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) and related Prospectus pertaining to the 1998 Employee Stock
Purchase Plan of Interleaf, Inc. of our report dated May 13, 1998,
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,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Boston, Massachusetts
April 30, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTS
- -------------------------------
April 30, 1999
The Board of Directors
PDR Automated Systems and Publications, Inc.
800 Corporate Drive, Suite 200
Lexington, KY 40503
To the Board of Directors:
We agree to the inclusion by reference in the Form S-8 of Interleaf, Inc.,
dated on or before May 10, 1999, of our independent auditors' report and
independent accountants' compilation report, dated September 17, 1998, on our
audit of the financial statements of PDR Automated Systems and Publications,
Inc., as of June 30, 1998, and December 31, 1997, and for the six months
ended June 30, 1998, and for the year ended December 31, 1997, and our
compilation of the financial statements for the six months ended June 30,
1997.
Yours truly,
/s/ Dulworth, Breeding & Karns, LLP
Dulworth, Breeding & Karns, LLP
