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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2001
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERLINK ELECTRONICS, INC.
(Exact name of issuer as specified in charter)
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DELAWARE 77-0056625
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
546 FLYNN ROAD
CAMARILLO, CALIFORNIA 93012
(Address of principal executive offices) (Zip Code)
1996 STOCK INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
-----------------------
PAUL D. MEYER
INTERLINK ELECTRONICS, INC.
546 FLYNN ROAD
CAMARILLO, CALIFORNIA 93012
(Name and address of agent for service)
(805) 484-8855
(Telephone number, including area code, of agent for service)
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Copy to:
John J. Halle
Stoel Rives LLP
Suite 2600
900 SW Fifth Avenue
Portland, Oregon 97204-1268
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
REGISTERED AGGREGATE OFFERING PRICE AGGREGATE OFFERING FEE
PER SHARE (1) PRICE (1)
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Common Stock, $0.00001 par 2,250,000 shares (2) $9.96875 $22,429,687.50 $5,608.00
value
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933. Of the shares to be
registered, 511,235 shares are subject to options with an aggregate
exercise price of $20.88. The calculation of the registration fee for the
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balance of the shares is based on $9.98675, which was the average of the
high and low prices of the Common Stock on January 10, 2001 as reported on
the Nasdaq National Market System.
(2) On November 3, 1997, the Company filed a Registration Statement on Form S-8
(File No. 333-39371) (the "Form S-8") to register 1,500,000 shares of its
Common Stock for issuance pursuant to the terms of its 1996 Stock Incentive
Plan. At the 1999 Annual Meeting of Stockholders, the Company's
stockholders approved an increase of 500,000 shares under the Plan. The
Board of Directors subsequently approved a three-for-two stock dividend
which was distributed to stockholders of record on March 20, 2000. By
operation of the terms of the Plan the number of shares of Common Stock
authorized for issuance under the 1996 Stock Incentive Plan was increased
from 2,000,000 to 3,000,000 by the stock dividend. Of these additional
shares, the 750,000 shares resulting from the stock dividend on the
1,500,000 shares registered on the Form S-8 are deemed to be registered
under the Form S-8 pursuant to Rule 416 of the Securities Act of 1933, as
amended. Finally, on June 27, 2000, the stockholders approved an amendment
to the Plan to reserve an additional 1,500,000 shares of Common Stock for
issuance under the 1996 Stock Incentive Plan thereby increasing the total
number reserved to 4,500,000 shares. The shares of the Company's Common
Stock being registered for issuance under its 1996 Stock Incentive Plan, as
amended, include the 750,000 shares of Common Stock (as calculated after
the stock dividend) approved by the stockholders at the Company's 1999
Annual Meeting of Stockholders and the 1,500,000 shares approved at the
2000 Annual Meeting of Stockholders.
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The contents of Registrant's Registration Statement on Form S-8 (Registration
Statement No. 333-39371) are incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Interlink Electronics, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(a) The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the
latest prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933 that contains audited financial statements for the
Company's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the
Company contained in the Company's registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and
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officers on terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). As permitted by the DGCL, Article IV of the Company's Certificate of
Incorporation (the "Certificate") includes a provision that eliminates the
personal liability of its directors for monetary damages for conduct as a
director, except for any act or omission for which such elimination of liability
is not permitted under the DGCL. The Bylaws deny the directors and others the
right to indemnification for liability (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 that involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the DGCL (regarding unlawful dividends and stock
purchases) or (iv) for any transaction from which the director derived an
improper personal benefit. As permitted by the DGCL, the Certificate and the
Bylaws of the Company also provide that (i) the Company may indemnify its other
employees and agents as set forth in the DGCL, (ii) the Company is required to
advance expenses, as incurred, to its directors and executive officers in
connection with a legal proceeding to the fullest extent permitted by the DGCL,
subject to certain limited exceptions and (iii) the rights conferred in the
Bylaws are not exclusive. The indemnification provisions in the Company's
Certificate and Bylaws may be sufficiently broad to permit indemnification of
the Company's directors and executive officers for liabilities arising under the
Securities Act.
The Company has obtained insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of stockholders or directors or
otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
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4.1 Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.1b of
Post-Effective Amendment No. 8 to the Company's Registration Statement on Form S-1 filed
with the Commission on October 2, 1996 (Registration No. 33-60380).
4.2 Bylaws of the Company. Incorporated by reference to Exhibit 3.2 of Post-Effective Amendment
No. 8 to the Company's Registration Statement on Form S-1 filed with the Commission on
October 2, 1996 (Registration No. 33-60380).
5.1 Opinion of Stoel Rives LLP.
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23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Power of Attorney of E. Michael Thoben, III.*
24.2 Power of Attorney of George Gu.*
24.3 Power of Attorney of Eugene F. Hovanec.*
24.4 Power of Attorney of Merritt M. Lutz.*
24.5 Power of Attorney of Paul D. Meyer.*
24.6 Power of Attorney of John A. Buckett, II.
* Previously filed with the Company's Registration Statement on Form S-8
(Registration No. 333-39371).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the 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
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15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each new 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 that time shall
be deemed to be the initial bona fide offering thereof.
(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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 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 Act and will
be governed by the final adjudication of such issue.
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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 Camarillo, State of California, on
this 17th day of January, 2001.
INTERLINK ELECTRONICS, INC.
By PAUL D. MEYER
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Paul D. Meyer
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on
January 17, 2001 in the capacities indicated.
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Signature Title
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E. MICHAEL THOBEN, III Chairman of the Board, President
----------------------------------- and Chief Executive Officer
E. Michael Thoben, III (Principal Executive Officer)
PAUL D. MEYER Chief Financial Officer
----------------------------------- (Principal Accounting and
Paul D. Meyer Financial Officer)
* JOHN A. BUCKETT, II Director
-----------------------------------
John A. Buckett, II
* GEORGE GU Director
-----------------------------------
George Gu
* EUGENE F. HOVANEC Director
-----------------------------------
Eugene F. Hovanec
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* MERRITT M. LUTZ Director
-----------------------------------
Merritt M. Lutz
*By: PAUL D. MEYER
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Paul D. Meyer
Attorney In Fact
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EXHIBIT INDEX
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Exhibit
Number Document Description
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4.1 Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.1b of
Post-Effective Amendment No. 8 to the Company's Registration Statement on Form S-1 filed with
the Commission on October 2, 1996 (Registration No. 33-60380).
4.2 Bylaws of the Company. Incorporated by reference to Exhibit 3.2 of Post-Effective Amendment
No. 8 to the Company's Registration Statement on Form S-1 filed with the Commission on October
2, 1996 (Registration No. 33-60380).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Power of Attorney of E. Michael Thoben, III.*
24.2 Power of Attorney of George Gu.*
24.3 Power of Attorney of Eugene F. Hovanec.*
24.4 Power of Attorney of Merritt M. Lutz.*
24.5 Power of Attorney of Paul D. Meyer.*
24.6 Power of Attorney of John A. Buckett, II.
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* Previously filed with the Company's Registration Statement on Form S-8
(Registration No. 333-39371).
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