-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CuuubjHDL1Uif3azF/n9fPhzRY6Z/hrtA3ZUXl5tCa0P9HfFO71nyuAt/4lSUUnU mojEzCOPvDlNgFzEa/Hucg== 0000912057-96-014233.txt : 19960711 0000912057-96-014233.hdr.sgml : 19960711 ACCESSION NUMBER: 0000912057-96-014233 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960710 EFFECTIVENESS DATE: 19960729 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERLEAF INC /MA/ CENTRAL INDEX KEY: 0000793604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042729042 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07901 FILM NUMBER: 96593144 BUSINESS ADDRESS: STREET 1: PROSPECT PLACE STREET 2: 9 HILLSIDE AVE CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6172900710 S-8 1 S-8 As filed with the Securities and Exchange Commission on July 10, 1996 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 04-2729042 (STATE OR OTHER JURISDICTION OF) (IRS EMPLOYER IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) 62 Fourth Avenue, Waltham, MA 02154 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) 1994 EMPLOYEE STOCK OPTION PLAN (FULL TITLE OF THE PLAN) ------------------------- John K. Hyvnar, General Counsel Interleaf, Inc. 62 Fourth Avenue Waltham, Massachusetts 02154 (NAME AND ADDRESS OF AGENT FOR SERVICE) (617) 290-0710 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS PROPOSED MAXI- PROPOSED MAXI- AMOUNT OF SECURITIES TO BE AMOUNT TO BE MUM OFFERING MUM AGGREGATE REGISTRATION REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE - ------------------- ------------ ------------------ ----------------- ------------ Common Stock, 750,000 $.01 par value shares $4.56 $3,420,000 $1,180
- -------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h), under the Securities Act of 1933, based upon the average of the high and low prices of the Common Stock in the National Market System as reported by NASDAQ on July 2, 1996. This Registration Statement on Form S-8 relates to 750,000 additional shares of Common Stock, $.01 par value per share, to be offered pursuant to the 1994 Employee Stock Option Plan (the "Plan") of Interleaf, Inc. A Registration Statement on Form S-8 relating to shares of Common Stock offered pursuant to the Plan was filed with the Securities and Exchange Commission on September 16, 1994 and is effective. The contents of such Registration Statement on Form S-8 (file No. 33-84214) are hereby incorporated herein by reference. 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 July 2, 1996. INTERLEAF, INC. By: /s/ Ed Koepfler ---------------------------------- President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Interleaf, Inc., hereby severally constitute and appoint Ed Koepfler, G. Gordon M. Large and John K. Hyvnar, 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.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Ed Koepfler President and Chief Executive Officer July 2, 1996 - ------------------------- Ed Koepfler and Director (principal executive officer) /s/ G. Gordon M. Large Executive Vice President and Chief Financial July 2, 1996 - ------------------------- G. Gordon M. Large Officer and Director (principal financial and accounting officer) /s/ Frederick B. Bamber Director July 2, 1996 - ------------------------- Frederick B. Bamber
SIGNATURE TITLE DATE --------- ----- ---- /s/ David A. Boucher Chairman of the Board of Directors July 2, 1996 - ------------------------- David A. Boucher /s/ Clinton P. Harris Director July 2, 1996 - ------------------------- Clinton P. Harris /s/ George D. Potter, Jr. Director July 2, 1996 - ------------------------- George D. Potter, Jr.
EXHIBIT INDEX EXHIBIT METHOD NUMBER DESCRIPTION OF EXHIBIT OF FILING - ------- ---------------------- --------- 4(a) Specimen certificate for shares of Common Stock [i] 4(b) Rights Agreement, dated July 15, 1988, between the Company and The First National Bank of Boston [ii] 5 Opinion of John K. Hyvnar, Esq. included 23(a) Consent of John K. Hyvnar, Esq. (included in Exhibit 5) included 23(b) Consent of Ernst & Young LLP, independent auditors included 24 Power of Attorney included - ------------------- [i] Incorporated herein by reference is the applicable Exhibit to the Company's Registration Statement on Form S-1, File No. 33-5743. [ii] Incorporated herein by reference is the applicable Exhibit to the Company's Registration Statement on Form 8-A, filed July 27, 1988. EX-5 2 EXHIBIT 5 EXHIBITS 5 and 23(a) July 2, 1996 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 750,000 shares of Common Stock, $.01 par value per share (the "Shares"), of Interleaf, Inc., a Massachusetts corporation (the "Company"), issuable under the Company's 1994 Employee Stock Option Plan, as amended (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 judgement 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 in accordance with the terms of the Plan against payment therefor, 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/ John K. Hyvnar - -------------------- John K. Hyvnar, Esq. GENERAL COUNSEL EX-23.A 3 EXHIBIT 23A EXHIBITS 5 and 23(a) July 2, 1996 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 750,000 shares of Common Stock, $.01 par value per share (the "Shares"), of Interleaf, Inc., a Massachusetts corporation (the "Company"), issuable under the Company's 1994 Employee Stock Option Plan, as amended (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 judgement 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 in accordance with the terms of the Plan against payment therefor, 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/ John K. Hyvnar - -------------------- John K. Hyvnar, Esq. GENERAL COUNSEL EX-23.B 4 EXHIBIT 23B EXHIBIT 23(b) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1994 Employee Stock Option Plan of Interleaf, Inc. of our report dated April 26, 1996, 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, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Boston, Massachusetts July 10, 1996 -----END PRIVACY-ENHANCED MESSAGE-----