AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1996
REGISTRATION NO.33-94086
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT
NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERLINK ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0056625
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
546 FLYNN ROAD
CAMARILLO, CALIFORNIA 93012
(805) 484-8855
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
E. MICHAEL THOBEN, III
INTERLINK ELECTRONICS
546 FLYNN ROAD
CAMARILLO, CALIFORNIA 93012
(805) 484-8855
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
COPY TO:
John J. Halle
Stoel Rives LLP
900 SW Fifth Avenue
Portland, Oregon 97204
(503) 224-3380
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<PAGE>
INTERLINK ELECTRONICS, INC.
This Post-Effective Amendment No. 2 to Form S-3 (Registration No.
33-94086) is filed pursuant to Rule 414 under the Securities Act of 1933
(the "1933 Act"), as amended, by Interlink Electronics, Inc., a Delaware
Corporation ("Interlink Delaware"), as the successor to Interlink
Electronics, a California Corporation ("the Predecessor"). On June 9, 1994,
the shareholders of the Predecessor, approved the reincorporation of the
Predecessor in Delaware via merger of the Predecessor with Interlink
Delaware, which merger was effected on July 26, 1996. Pursuant to Rule
414(d) under the 1933 Act, Interlink Delaware, as successor to the
Predecessor, hereby adopts the Registration Statement as its own
Registration Statement for all purposes of the 1933 Act and Securities
Exchange Act of 1934.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides:
No director of the [Company] shall be personally liable to the
[Company] or its stockholders for monetary damages for conduct as a
director, provided that this Article shall not eliminate the liability
of a director for any act or omission for which such elimination of
liability is not permitted under the Law.
As authorized by Section 102 of the Delaware General Corporation Law
(the "General Corporation Law"), this provision eliminates the liability of
a director for breach of fiduciary duty but does not eliminate the personal
liability of any director based upon breach of the duty of loyalty to the
Company or to its stockholders, acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, any violation
of Section 174 of the General Corporation Law (relating to the declaration
of dividends and the purchase or redemption of shares in violation of the
General Corporation Law), or any transaction from which the director
derived an improper personal benefit.
The Company's bylaws provide:
No director of the [Company] shall be personally liable to the
[Company] or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided that the liability of a
director shall not be eliminated (i) for any breach of the director's
duty of loyalty to the [Company] or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit.
These limitations on director liability do not change the duty of care
owed by a director to the Company and its shareholders. They do, however,
eliminate the personal liability of directors for monetary damages in the
event of litigation against the director alleging a breach of that duty.
These limitations on director liability have no effect on the availability
of equitable remedies, such as an injunction or rescission based upon a
director's breach of the duty of care, although in certain instances such
equitable relief may be impractical, for example, due to the passage of
time since the director's alleged actions occurred.
<PAGE>
The limitations on the liability of directors apply only to claims
against a director arising out of his or her role as a director and not in
the case of a director who also serves as an officer, to claims against the
person in the capacity of an officer or in any other non-director capacity,
and applies only to derivative actions and not to third party claims. This
means that actions brought by the Company's customers, discharged employees
or regulatory agencies, for example, would not be affected. These
provisions does not eliminate or limit a director's liability based on a
breach of the director's duty of loyalty to the Company or its shareholders
(which generally concerns directors' self-interested dealings with respect
to the Company) or to liability arising under federal or state securities
laws or federal or state laws regulating banks or bank holding companies.
At present there is no pending or threatened litigation or proceeding of
which the Company is aware involving a director of the Company in his
capacity as such.
The Company's Certificate of Incorporation also provides:
The [Company] shall indemnify any current or former director or
officer and may indemnify any current or former employee or agent of
the [Company] to the fullest extent not prohibited by law, who is
made, or threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative, investigative or
other (including an action, suit or proceeding by or in the right of
the [Company]), by reason of the fact that such person is or was a
director, officer, employee or agent of the [Company] or a fiduciary
within the meaning of the Employee Retirement Income Security Act of
1974 with respect to any employee benefit plan of the [Company], or
serves or served at the request of the [Company] as a director,
officer, employee or agent, or as a fiduciary of an employee benefit
plan, of another corporation, partnership, joint venture, trust or
other enterprise. The [Company] shall pay for or reimburse the
reasonable expenses incurred by any such current or former director or
officer and may pay for or reimburse the reasonable expenses incurred
by any such current or former employee or agent, in any such
proceeding in advance of the final disposition of the proceeding if
the person sets forth in writing (i) the person's good faith belief
that the person is entitled to indemnification under this Article and
(ii) the person's agreement to repay all advances if it is ultimately
determined that the person is not entitled to indemnification under
this Article. No amendment to this Article that limits the [Company's]
obligation to indemnify any person shall have any effect on such
obligation for any act or omission that occurs prior to the later of
the effective date of the amendment or the date notice of the
amendment is given to the person. This Article shall not be deemed
exclusive of any other provisions for indemnification or advancement
of expenses of directors, officers, employees, agents and fiduciaries
that may be included in any statute, bylaw, agreement, general or
specific action of the Board of Directors, vote of shareholders or
other document or arrangement.
<PAGE>
The Company's bylaws provide:
The [Company] shall indemnify to the fullest extent then
permitted by the law any person who is made, or threatened to be made,
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, investigative or
otherwise (including an action, suit or proceeding by or in the right
of the [Company]) by reason of the fact that the person is or was a
director or officer of the [Company], or serves or served at the
request of the [Company] as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise
against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred in
connection therewith. Expenses incurred by an officer or director in
defending a civil or criminal action, suit or proceeding shall be paid
by the [Company] in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the
[Company] as authorized in this Article. The indemnification provided
hereby shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any statute, bylaw, agreement,
vote of stockholders or directors or otherwise, both as to action in
any official capacity and as to action in another capacity while
holding an office, and shall continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such person.
Any person other than a director or officer who is or was an
employee or agent of the [Company], or fiduciary within the meaning of
the Employee Retirement Income Security Act of 1974 with respect to
any employee benefit plans of the [Company], or is or was serving at
the request of the [Company] as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise may
be indemnified to such extent as the board of directors in its
discretion at any time or from time to time may authorize.
Unless ordered by a court, any indemnification provided to officers or
directors must be authorized in each specific case by any one of the
following: (i) a majority vote of a quorum of directors who are not parties
to the proceeding; (ii) if such quorum is not obtainable, by independent
legal counsel in a written opinion; or (iii) by the stockholders of the
Company.
The Company is also authorized to advance monies to officers and
directors to cover expenses incurred in connection with a proceeding,
provided that an officer or director must return any such advances if it is
ultimately determined that such officer or director is not entitled to
indemnification.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CAMARILLO, STATE OF CALIFORNIA, ON THE 19TH DAY
OF SEPTEMBER, 1996.
INTERLINK ELECTRONICS
By: /s/ E. MICHAEL THOBEN, III
--------------------------------
E. Michael Thoben, III
Chairman, President, Chief Executive
Officer and Chief Financial Officer
Pursuant to the requirements of the Securities Act, as amended, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
Principal Executive and
Financial Officer:
/s/ E. MICHAEL THOBEN, III Chairman of the Board, September 19, 1996
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E. Michael Thoben, III President, Chief Executive
Officer and Chief Financial
Officer
Principal Accounting Officer:
/s/ PAUL D. MEYER Vice President, Finance September 19, 1996
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Paul D. Meyer
Directors:
/s/ E. MICHAEL THOBEN, III Director September 19, 1996
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E. Michael Thoben, III
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ GEORGE GU* Director September 19, 1996
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George Gu
/s/ CAROLYN MACDOUGALL* Director September 19, 1996
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Carolyn MacDougal
/s/ PETER N. VICARS* Director September 19, 1996
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Peter N. Vicars
/s/ MERRITT M. LUTZ* Director September 19, 1996
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Merritt M. Lutz
/s/ EUGENE F. HOVANEC* Director September 19, 1996
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Eugene F. Hovanec
*By: /s/ E. MICHAEL THOBEN, III
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E. Michael Thoben, III
Attorney in Fact
