<PAGE>
INTERLINK ELECTRONICS, INC.
546 FLYNN ROAD
CAMARILLO, CALIFORNIA 93012
------------------------
To the Stockholders of Interlink Electronics, Inc.:
We are pleased to announce that John A. Buckett II, Vice President of
Corporate Development at Scientific-Atlanta, Inc., has recently been elected to
the Board of Directors of the Company. In accordance with the Company's Bylaws
and applicable Delaware law, he must be reelected by the Company's stockholders
at the 2000 Annual Meeting of Stockholders. In connection with this election, we
have enclosed a Supplement to the Proxy Statement describing Mr. Buckett's
background and other relevant information as well as a revised form of Proxy
that includes his name on the slate of nominees to be elected at the upcoming
meeting.
Your vote is important. Please date and sign the revised proxy card and
return it in the enclosed postage-paid envelope as soon as possible. If you
return this new proxy card, it will revoke any previously submitted proxy forms
that you have sent to us. If you do not return this new proxy card to us but you
have returned the original proxy card, then we will vote your shares in
accordance with the instructions given for all matters. This means that your
shares will be voted on every matter except for the election of Mr. Buckett. If
you attend the meeting, you may, if you wish, revoke the proxy and vote
personally on all matters brought before the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Paul D. Meyer
SECRETARY
Camarillo, California
May 31, 2000
<PAGE>
INTERLINK ELECTRONICS, INC.
546 FLYNN ROAD
CAMARILLO, CALIFORNIA 93012
------------------------
SUPPLEMENT TO PROXY STATEMENT
---------------------
This supplement to the proxy statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of Interlink
Electronics, Inc., a Delaware corporation (the "Company"), for use at the Annual
Meeting of Stockholders to be held at the Courtyard by Marriott Hotel, located
at 4994 Verdugo Way, Camarillo, California 93012 on June 27, 2000, at
10:00 a.m., Pacific Daylight Time. This proxy may also be used at any
adjournment of the meeting. The Company's original proxy statement, Notice of
Annual Meeting, Annual Report on Form 10-K and proxy card were sent to you on or
about May 9, 2000. We are sending this supplement and the enclosed proxy form to
you on or about May 31, 2000. The matters to be considered at the Annual Meeting
are those set forth in the Notice of Annual Meeting previously distributed with
the Company's Annual Report on Form 10-K and the original proxy materials and to
elect John A. Buckett II to the Board of Directors.
Please complete and sign the enclosed proxy form and return it to us in the
enclosed stamped, return envelope. If you return this new proxy card, it will
revoke any previously submitted proxy forms that you have sent to us. If you do
not return this new proxy card to us but you have returned the original proxy
card, then we will vote your shares in accordance with the instructions given
for all matters. This means that your shares will be voted on every matter
except for the election of Mr. Buckett. All valid, unrevoked proxies will be
voted at the Annual Meeting in accordance with the instructions given. If a
signed proxy is returned without instructions, it will be voted for the nominees
for director, for the approval of the proposals presented, and in accordance
with the recommendations of management on any other business that may properly
come before the meeting or matters incident to the conduct of the meeting.
Any person giving a proxy in the form accompanying this proxy statement has
the power to revoke it at any time before its exercise. You may revoke the proxy
by notifying Paul Meyer, the Secretary of the Company, in writing at the
Company's address listed above prior to the exercise of the proxy at the Annual
Meeting or any adjournment of the meeting. The proxy may also be revoked by
affirmatively electing to vote in person while attending the meeting. A
stockholder who attends the meeting need not revoke the proxy and vote in person
unless the stockholder wishes to do so, however.
ADDITIONS TO "PROPOSAL 1: ELECTION OF DIRECTORS"
Additions to information concerning the election of directors are herein
made to reflect (i) the actions of the Board of Directors on May 24, 2000 to
increase the size of Class III of the Board of Directors by one and to elect
John A. Buckett II as a director and (ii) additional information regarding
Mr. Merritt M. Lutz's professional activities.
The Board of Directors currently consists of six directors. Pursuant to the
Company's Bylaws, the Board of Directors is divided into three classes, each
class serving a three-year term with the term of office of one class expiring
each year. The term of office of Class III expires this year. On May 24, 2000,
the Board of Directors amended the Bylaws to increase the size of Class III and
elected Mr. Buckett as director. As members of Class III, Mr. Lutz and
Mr. Buckett are the nominees for re-election at this meeting for three-year
terms expiring in 2003. If Mr. Lutz or Mr. Buckett becomes unavailable for
election for any reason, we will name a suitable substitute as authorized by
your proxy.
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The following table briefly describes the Company's nominees for director.
Except as otherwise noted, each has held his principal occupation for at least
five years.
<TABLE>
<CAPTION>
NAME, PRINCIPAL OCCUPATION, AGE AND OTHER DIRECTORSHIPS DIRECTOR SINCE TERM EXPIRES
- ------------------------------------------------------- -------------- ------------
<S> <C> <C>
NOMINEES
John A. Buckett II--52 ..................................... 2000 2000
Vice President, Corporate Development at
Scientific-Atlanta, Inc., a leading supplier of broadband
communications systems, satellite-based video, voice and
data communications networks and worldwide customer
service and support, since 1998. He is also a member of
the Corporate Management Committee of Scientific-Atlanta,
Inc. From 1995 to 1998, Mr. Buckett served as president of
the International Division and, before that, as vice
president, marketing strategies, for all operating units
of Scientific-Atlanta, Inc. He is a member of the Society
of Cable Television Engineers and the Cable Television
Administration and Marketing Society. Mr. Buckett holds a
B.S. degree in electrical engineering from the Georgia
Institute of Technology.
Merritt M. Lutz--57 ........................................ 1994 2000
Mr. Lutz is a Senior Advisor of Morgan Stanley Dean Witter
(the "Firm"). He is the head of Information Technology
Strategic Initiatives and the Chairman of MS Technology
Holdings, Inc. In this dual role he is responsible for the
oversight of the Firm's strategic technology investments,
joint ventures and the building of strategic relationships
with all outside entities such as major suppliers, other
financial services firms and research organizations. He
joined the Morgan Stanley & Co. in 1994 as a Managing
Director in charge of the Application Products Group with
responsibility for the development and maintenance of all
the Firm's strategic worldwide software-based technology
initiatives. Also, while at the Firm, he has been in
charge of developing and launching its Internet strategy,
its offsite software development joint ventures, and its
Client Technology initiatives. Prior to joining the Firm,
Mr. Lutz was President of Candle Corporation, one of the
world's largest privately held software companies.
Previously, he was Managing Partner of PDi, a software
industry partnering and consulting company. Prior,
Mr. Lutz was Group Vice President running the software
products business for Informatics General Corporation
(NYSE). Mr. Lutz is a Director of two other publicly
traded companies, SPSS Inc. and Persistence Software, Inc.
He is also a Director for four private
companies--Algorithmics, Inc.; Business Engine Software
Corporation; Total Network Solutions, where he is the
non-executive Chairman; and Beacon International, which is
Japan's largest independent enterprise software company.
He is a member of the Chairman's Committee of the
Computerworld Smithsonian Awards. Mr. Lutz serves on the
Board of Managers at the University of Rochester-Eastman
School of Music and Michigan State University College of
Arts and Letters National Advisory Council. He is a former
Director of the Information Technology Association of
America and the NASD Industry Advisory Committee. Mr. Lutz
attended Michigan State University where he earned both a
B.A. and an M.A. degree.
</TABLE>
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RECOMMENDATION BY THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION
OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT. If a quorum of
stockholders is present at the meeting, the nominees for director who receive
the greatest number of votes cast at the meeting will be elected directors. We
will treat abstentions and broker non-votes as present but not voting.
ADDITIONS TO "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT"
Additions to information regarding the security ownership of certain
beneficial owners and management are herein made to reflect the actions of the
Board of Directors on May 24, 2000 to increase the size of Class III of the
Board of Directors by one and to elect Mr. Buckett as a director.
The following table sets forth information as of March 24, 2000 with respect
to the beneficial ownership of the Common Stock by each person, or group of
affiliated persons, who is known by us to be the beneficial owner of more than
five percent of the Common Stock; each of the directors and the nominees for
director; each of the named executive officers; and all of the Company's named
executive officers and directors as a group. The numbers in the table reflect
the amount of the Common Stock beneficially owned, as adjusted to reflect the
three-for-two stock split effected by a stock dividend to holders of record on
March 20, 2000.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock issuable on exercise of
currently exercisable or convertible securities or securities exercisable or
convertible within 60 days of March 24, 2000 are deemed beneficially owned and
outstanding for computing the percentage owned by the person holding such
securities, but are not considered outstanding for computing the percentage of
any other person.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
BENEFICIAL OF
NAME OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
- ------------------------ ------------ --------
<S> <C> <C>
E. Michael Thoben, III...................................... 631,189(2) 7.3
David J. Arthur............................................. 333,594(3) 3.8
William A. Yates............................................ 333,525(4) 3.8
George Gu................................................... 326,929(5) 3.8
Paul D. Meyer............................................... 197,224(6) 2.3
Roger P. Moore II........................................... 106,936(7) 1.2
Eugene F. Hovanec........................................... 81,501(8) *
Carolyn MacDougall.......................................... 65,124(9) *
Merritt M. Lutz............................................. 57,501(10) *
John A. Buckett II.......................................... 0(11) *
All executive officers and directors as a group (10
people)................................................... 2,133,523(12) 24.6
</TABLE>
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(1) Except as modified by applicable community property laws, each stockholder
named in the table has sole voting and investment power with respect to the
shares set forth opposite that stockholder's name.
(2) Consists of 7,500 shares of Common Stock and options to purchase 623,689
shares of Common Stock. The address for Mr. Thoben is Interlink
Electronics, Inc., 546 Flynn Rd., Camarillo, CA 93012.
3
<PAGE>
(3) Consists of 4,569 shares of Common Stock and options to purchase 329,025
shares of Common Stock.
(4) Consists of 4,500 shares of Common Stock and options to purchase 329,025
shares of Common Stock.
(5) Includes 294,178 shares of Common Stock held by Force Sensor Investment
Corporation, which is owned by Mr. Gu's family, and options granted to Mr.
Gu to purchase 30,918 shares of Common Stock.
(6) Consists solely of options to purchase shares of Common Stock.
(7) Consists solely of options to purchase shares of Common Stock. Mr. Moore
resigned effective March 24, 2000.
(8) Consists of 24,000 shares of Common Stock and options to purchase 54,168
shares of Common Stock. All shares of Common Stock are jointly held with
his wife, Victoria Hovanec.
(9) Consists of 40,473 shares of Common Stock and options to purchase 22,818
shares of Common Stock.
(10) Consists solely of options to purchase shares of Common Stock.
(11) Elected to Board of Directors in May 2000.
(12) Consists of 375,220 shares of Common Stock and options to purchase
1,758,303 shares of Common Stock.
METHOD AND COST OF SOLICITATION
In addition to the amounts paid for the cost of preparing and mailing the
proxies, the proxy statements and other materials furnished to the stockholders,
the Company will pay the cost of preparing and mailing this supplement and the
revised proxy form. In addition to soliciting by mail, the Company's directors,
officers and employees, without additional compensation, may request the return
of proxies in person or by telephone. We have hired Allen Nelson & Co. to help
solicit proxies for a fee of approximately $3,000. Brokers and persons holding
shares for the benefit of others may incur expenses in forwarding proxies and
accompanying materials and in obtaining permission from beneficial owners of
stock to execute proxies. On request, we will reimburse those expenses.
OTHER BUSINESS/DISCRETIONARY AUTHORITY
The Board of Directors does not intend to present any business for action at
the meeting other than the election of directors and the proposals set forth in
the proxy statement dated May 9, 2000, nor does it have knowledge of any matters
that may be presented by others. If any other matter properly comes before the
meeting, the persons named in the accompanying form of proxy intend to vote in
accordance with the recommendations of the Board of Directors.
Whether you plan to attend the meeting or not, please sign the enclosed
proxy form and return it to us in the enclosed stamped, return envelope.
BY ORDER OF THE BOARD OF DIRECTORS
Paul D. Meyer
SECRETARY
4
<PAGE>
Please Detach and Mail in the Envelope Provided
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INTERLINK ELECTRONICS, INC.
PROXY
ANNUAL MEETING OF STOCKHOLDERS
JUNE 27, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints E.
Michael Thoben, III and Paul D. Meyer, and each of them, as proxies, with
full power of substitution, to vote on behalf of the undersigned at the
Annual Meeting of Stockholders of Interlink Electronics, Inc. (the "Company")
to be held on June 27, 2000, or at any adjournment thereof, all shares of the
undersigned in the Company. The proxies are instructed to vote as follows:
IMPORTANT: THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE
<PAGE>
FOLD AND DETACH HERE
<TABLE>
<S> <C>
/ X / PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
AGAINST the THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.
FOR the nominees nominees listed The Board of Directors recommends a vote FOR each of the nominees and
listed below below FOR the Proposals.
1. ELECTION OF Please mark, date, sign and return the proxy promptly.
DIRECTORS / / / /
To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
NOMINEES:
JOHN A. BUCKETT II
MERRITT M. LUTZ FOR AGAINST ABSTAIN
2. Proposal to amend the Company's Certificate of / / / / / /
Incorporation to increase the number of
authorized shares
3. Proposal to amend the Company's 1996 Stock / / / / / /
Incentive Plan
4. Proposal to ratify the appointment of / / / / / /
Arthur Andersen LLP as the Company's
auditors
The shares represented by this proxy will be voted in accordance with
the instructions given.
UNLESS CONTRARY INSTRUCTIONS ARE GIVEN, THE SHARES WILL BE VOTED FOR
THE NOMINEES FOR DIRECTOR, FOR THE PROPOSALS AND ON ANY OTHER BUSINESS
THAT MAY PROPERlY COME BEFORE THE MEETING IN ACCORDANCE WITH THE
RECOMMENDATIONS OF MANAGEMENT.
Please check here if you plan to attend the meeting in person. / /
Signature(s)________________Date:________________, 2000
Please sign exactly as your name appears on this card.
Persons signing as executor, administrator, trustee,
custodian or in any other official or representative
capacity should sign their full title. Receipt is
acknowledged of the notice and proxy statement relating
to this meeting.
</TABLE>
