As filed with the Securities and Exchange Commission on November 8, 1999.
Registration No. 333-__________.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERLEAF, INC.
(Exact Name of Registrant as Specified in Its Charter)
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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)
INTERLEAF, INC. 1993 STOCK OPTION 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)
(781) 290-0710
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
| | Proposed Maximum | Proposed Maximum | Amount of
Title of Each Class of | Amount to be | Offering Price | Aggregate | Registration
Securities to be Registered | Registered | Per Share(1) | Offering Price(1) | Fee
- -----------------------------|----------------------|-------------------|--------------------|--------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value | 1,766,667 shares(2) | $24.50 | $43,283,342 | $12,033
- ------------------------------------------------------------------------------------------------------------
</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 November 2, 1999.
(2) Such presently indeterminable number of additional shares of Common Stock
are also registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split or other similar change in Common Stock.
<PAGE>
This Registration Statement on Form S-8 relates to 1,766,667 additional
shares of Common Stock, $.01 par value per share, to be offered pursuant to the
1993 Stock Option Plan (the "1993 Plan") of Interleaf, Inc. The Registrant
previously registered an aggregate of 1,133,333 shares of Common Stock (adjusted
to reflect the Registrant's reverse stock split on December 31, 1998) offered
under the 1993 Plan, pursuant to registration statements on Form S-8 filed with
the Securities and Exchange Commission on September 21, 1993 (Registration No.
33-69068), July 14, 1995 (Registration No. 33-61051), October 24, 1997
(Registration No. 333-38699) and June 5, 1998 (Registration No. 333-56145).
Except as otherwise provided herein, the contents of these previously filed
registration statements are incorporated in this Registration Statement by
reference. In April 1998, the Registrant's Board of Directors resolved that no
additional shares would be issued under the Company's 1994 Employee Stock Option
Plan (the "1994 Plan"), and to increase the shares reserved and available for
issuance under the 1993 Plan by the same number of shares as are subject to
options which are cancelled (not expired or exercised) from time to time under
the 1994 Plan. In June 1999, the Registrant's Board of Directors resolved to
increase the total number of shares reserved and available for issuance under
the 1993 Plan to 2,900,000, inclusive of all shares previously reserved for
issuance under such plan, and that that no additional shares shall become
reserved and available for issuance under the 1993 Plan with respect to the
cancellation of options previously granted under the 1994 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The Exhibits listed in the accompanying Exhibit Index are filed as part of this
Registration Statement on Form S-8.
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 November
8, 1999.
INTERLEAF, INC.
By: /s/ Jaime W. Ellertson
----------------------
Jaime W. Ellertson
President and Chief Executive Officer
-2-
<PAGE>
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 Chairman of the Board, President November 8, 1999
- -------------------------------- and Chief Executive Officer
Jaime W. Ellertson (Principal Executive Officer)
/s/ Peter J. Rice Vice President of Finance and November 8, 1999
- -------------------------------- Administration, Chief Financial
Peter J. Rice Officer and Treasurer
(Principal Financial and Accounting Officer)
/s/ Frederick B. Bamber Director November 8, 1999
- --------------------------------
Frederick B. Bamber
/s/ David A. Boucher Director November 8, 1999
- --------------------------------
David A. Boucher
/s/ Rory J. Cowan Director November 8, 1999
- --------------------------------
Rory J. Cowan
/s/ Marcia J. Hooper Director November 8, 1999
- --------------------------------
Marcia J. Hooper
/s/ John A. Lopiano Director November 8, 1999
- --------------------------------
John A. Lopiano
</TABLE>
-3-
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
- ------ -----------
4.1 Specimen Certificate of Common Stock (filed as Exhibit 4.01 to the
Registrant's Annual Report on Form 10-K for the period ended March
31, 1999 (File No. 0-14713).*
5.1 Legal opinion of Craig Newfield, Esquire.
23.1 Consent of Craig Newfield, Esquire (contained in his legal opinion
filed as Exhibit 5.1).
23.2 Consent of Ernst & Young, LLP, independent auditors.
23.3 Consent of PricewaterhouseCoopers LLP, independent accountants.
24 Power of Attorney (included on the signature page of this
Registration Statement).
* 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-
EXHIBITS 5.1 & 23.1
November 8, 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 1,766,667 shares of Common Stock, $.01 par value per
share (the "Shares"), of Interleaf, Inc., a Massachusetts corporation (the
"Company"), pursuant to the Company's 1993 Stock Option Plan (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 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 Plan in accordance with the terms thereof and pursuant to the terms of
the Plan, 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
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 1993 Stock Option Plan of
Interleaf, Inc. of our report dated May 13, 1999, with respect to the
consolidated financial statements and schedule of Interleaf, Inc. as of and for
the two years ended March 31, 1998 included in its Annual Report (Form 10-K) for
the year ended March 31, 1999, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
November 3, 1999
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 6, 1999 relating to the financial
statements and financial statement schedule, which appears in Interleaf, Inc.'s
Annual Report on Form 10-K for the year ended March 31, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
November 2, 1999
