-----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, NLfad1UYTFl64g7crBYn+hQdzEHC8SgtOi3hALyC/bWHLEOUCKSxfD7Ze1NtqmZ/ +zwlCeL4uD6mcFJHkwsE/A== 0001047469-98-006995.txt : 19980223 0001047469-98-006995.hdr.sgml : 19980223 ACCESSION NUMBER: 0001047469-98-006995 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980220 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: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-14713 FILM NUMBER: 98545884 BUSINESS ADDRESS: STREET 1: 62 FOURTH AVE STREET 2: 9 HILLSIDE AVE CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6172900710 MAIL ADDRESS: STREET 1: 62 FOURTH AVENUE CITY: WALTHAM STATE: MA ZIP: 02154 10-Q/A 1 FORM 10-Q/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10Q/A /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly period ended December 31, 1997. or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . COMMISSION FILE NUMBER 0-14713 INTERLEAF, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Massachusetts 04-2729042 (State or other jurisdiction (I.R.S. employer identification number) of incorporation or organization) 62 Fourth Avenue, Waltham, MA 02154 (Address of principal executive offices) (Zip Code)
(781) 290-0710 (Registrant's telephone number, including area code) Indicate by check /X/ whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days Yes /X/ No / /. APPLICABLE ONLY TO CORPORATE ISSUERS The number of shares outstanding of the issuer's Common Stock, $.01 par value, as of February 10, 1998 was 18,155,309. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 PART II--OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The exhibits listed in the accompanying Exhibit Index are filed as part of this Quarterly Report on Form 10-Q. (b) A report on Form 8-K was filed by the Company on October 9, 1997, as amended by Form 8-K/A filed on October 23, 1997. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. February 19, 1998 /s/ Robert R. Langer ------------------------------------ Robert R. Langer, Vice President of Finance and Administration and Chief Financial Officer (Principal Financial and Accounting Officer)
2
EXHIBIT NUMBER DESCRIPTION METHOD OF FILING - -------- ---------------------------------------------- ---------------- 3(a) Restated Articles of Organization of the Company, as amended [xviii] 3(b) By--Laws of the Company, as amended [v] 4(a) Specimen Certificate for Shares of the Company's Common Stock [xiv] 4(b) Rights Agreement, dated July 15, 1988, between the Company and the First National Bank [xv] of Boston 10(a) Company's 1983 Stock Option Plan, as amended [v] 10(a1) 1994 Employee Stock Option Plan, as amended [xiii] 10(a2) 1993 Incentive Stock Option Plan, as amended [xviii] 10(b) Company's 1989 Director Stock Option Plan [i] 10(b2) Company's 1987 Employee Stock Purchase Plan, as amended [xiii] 10(c) Company's 1989 Officer and Employee Severance Benefit Plans [i] 10(cc) Company's 1993 Director Stock Option Plan [v] 10(d) Agreements between PruTech Research and Development Partnership III and the Company, [ii] dated October 21, 1988. 10(e) Exclusive Marketing and Licensing Agreement, between Interleaf South America, Ltd. and [i] the Company, and related Option Agreement, dated March 31, 1989. 10(f) Distribution and License Agreement between Interleaf Italia, S.r.l. and the Company, [i] and related Joint Venture Agreement, dated October 31, 1988. 10(g) Preferred Stock Purchase Agreements, for the issuance of 2,142,857 shares of the [ii] Company's Senior Series B Convertible Preferred Stock, dated September 29, 1989. 10(h) Notification to Preferred Shareholder of increase in conversion ratio, dated May 18, [iii] 1992. 10(i) Lease of Prospect Place, Waltham, MA, between Prospect Place Limited Partnership and [iv] Interleaf, Inc., and related Agreements, dated March 30, 1990. 10(j) Employment and severance agreement between the Company and Edward Koepfler, the [vii] Company's President, dated October 3, 1994. 10(k) Loan and Security Agreement between the Company and Foothill Capital Corporation, [ix] dated May 2, 1995. 10(l) Employment and severance agreement between the Company and G. Gordon M. Large, the [ix] Company's Executive Vice President and Chief Financial Officer, dated June 5, 1995. 10(m) Net Lease, dated August 14, 1995, between Principal Mutual Insurance Company and the [x] Company. 10(n) Sublease, dated September 15, 1995, between Parametric Technology Corporation and the [x] Company. 10(o) Employment and severance agreement between the Company and Mark Cieplik, the Company's [xi] Vice President, Americas, dated March 17, 1995. 10(p) Agreement between PruTech Research and Development Partnership III and the Company, [xii] dated November 14, 1995. 10(q) Series C Preferred Stock Agreement between Interleaf, Inc. and Lindner Investments, [xiii] dated October 14, 1996.
3 10(r) Letter Agreement between the Company and Robert M. Stoddard, as the Company's then [xvi] Vice President of Finance and Administration, and Chief Financial Officer, dated November 11, 1996. 10(s) Letter Agreement between the Company and Rory J. Cowan, the Company's President and [xvi] Chief Executive Officer, dated November 15, 1996, concerning his employment and compensation with the Company. 10(t) Letter Agreement between the Company and Mark H. Cieplik, the Company's Vice President [xvi] of Sales, dated November 15, 1996, concerning his employment and compensation with the Company. 10(u) Letter Agreement between the Company and Michael L. Shanker, the Company's Vice [xvi] President of Professional Services, dated November 15, 1996, concerning his employment and compensation with the Company. 10(v) Letter Agreement between the Company and Stephen J. Hill, the Company's Vice President [xvi] of Europe, dated November 15, 1996, concerning his employment and compensation with the Company. 10(w) Resignation Agreement and Release and Employment Agreement between Ed Koepfler, the [xvi] Company's former President and Chief Executive Officer, and the Company, dated November 15, 1996, concerning his employment and severance with the Company. 10(w1) Resignation Agreement and Release and Employment Agreement between G. Gordon M. Large, [xvi] the Company's former Executive Vice President of Finance and Administration and Chief Financial Officer, and the Company, dated November 12, 1996, concerning his employment and severance with the Company. 10(x) Resignation Agreement and Release and Employment Agreement between Stan Douglas, the [xvi] Company's former Vice President of Engineering Operations, and the Company, dated November 15, 1996, concerning his employment and severance with the Company. 10(y) Terms of Engagement between the Company and Robert R. Langer, Vice President of [xvi] Finance and Administration and Chief Financial Officer, dated December 30, 1996, concerning his employment with the Company. 10(z) Offer Letter and Acceptance between Jaime W. Ellertson, the Company's President and [xvi] Chief Executive Officer, and the Company, dated January 9, 1997. 10(z1) Offer Letter and Acceptance between Michael L. Torto, the Company's Vice President, [xvii] Marketing, and the Company, dated March 28, 1997. 10(z2) Offer Letter and Acceptance between Robert A. Fisher, the Company's Vice President, [xvii] Customer Support, and the Company, dated April 17, 1997. 10(z3) Offer Letter and Acceptance between Christopher McKee, the Company's Vice President, [xvii] Europe, Middle East, Africa, and the Company, dated May 13, 1997. 10(z4) Offer Letter and Acceptance between Gary R. Phillips, the Company's Vice President, [xvii] North American Sales, and the Company, dated May 22, 1997. 10(z5) Resignation Agreement between Mark H. Cieplik, the Company's former Vice President, [xvii] Americas, and the Company, dated May 29, 1997, concerning his employment and severance with the Company. 10(z6) Resignation Agreement between Stephen J. Hill, the Company's former Vice President, [xvii] Europe, and the Company, dated June 5, 1997, concerning his employment and severance with the Company. 10(z7) Offer Letter and Acceptance between Craig Newfield, the Company's Vice President, [xviii] General Counsel & Clerk, and the Company, dated October 3,
4 1997. 10(aa) Preferred Stock Investment Agreement among the Company and certain investors dated as [xviii] of September 30, 1997, with exhibits. 10(bb) Stock Purchase Warrant and signature pages between the Company and certain family [xviii] members of the principals of Capello Capital Corp. date as of September 30, 1997. 27 Financial Data Schedule Included
- ------------------------ [i] Incorporated herein by reference is the applicable Exhibit to Company's Annual Report on Form 10-K for the year ended March 31, 1989, File Number 0-14713. [ii] Incorporated herein by reference is the applicable Exhibit to Company's Annual Report on Form 10-K for the year ended March 31, 1990, File Number 0-14713. [iii] Incorporated herein by reference is the applicable Exhibit to Company's Annual Report on Form 10-K for the year ended March 31, 1992, File Number 0-14713. [iv] Incorporated herein by reference is the applicable Exhibit to Company's Report on Form 8-K filed April 13, 1990, File Number 0-14713. [v] Incorporated herein by reference is the applicable Exhibit to Company's Annual Report on Form 10-K for the year ended March 31, 1994, File Number 0-14713. [vi] Incorporated herein by reference is the applicable Exhibit to Company's Report on Form 10-Q for the quarter ended September 30, 1994, File Number 0-14713. [vii] Incorporated herein by reference is the applicable Exhibit to Company's Report on Form 10-Q for the quarter ended December 31, 1994, File Number 0-14713. [viii] Incorporated herein by reference is the applicable Exhibit to Company's Annual Report on Form 10-K for the year ended March 31, 1995, File Number 0-14713. [ix] Incorporated herein by reference is the applicable Exhibit to Company's Report on Form 10-Q for the quarter ended June 30, 1995, File Number 0-14713. [x] Incorporated herein by reference is the applicable Exhibit to Company's Registration Statement on Form S-2, File Number 33-63785. [xi] Incorporated herein by reference is the applicable Exhibit to Company's Report on Form 10-Q for the quarter ended September 30, 1995, File Number 0-14713. [xii] Incorporated herein by reference is the applicable Exhibit to Company's Report on Form 10-Q for the quarter ended December 31, 1995, File Number 0-14713. [xiii] Incorporated herein by reference is the applicable Exhibit to Company's Report on Form 10-Q for the quarter ended September 30, 1996, File Number 0-14713. [xiv] Incorporated herein by reference is the applicable Exhibit to Company's Registration Statement on Form S-1, File Number 33-5743. [xv] Incorporated herein by reference is Exhibit 1 to Company's Registration Statement on Form 8-A, filed July 27, 1988.
5 [xvi] Incorporated herein by reference is the applicable Exhibit to Company's Report on Form 10-Q for the quarter ended December 31, 1996, File Number 0-14713. [xvii] Incorporated herein by reference is the applicable Exhibit to Company's Report on Form 10-Q for the quarter ended June 30, 1997, File Number 0-14713. [xviii] Incorporated herein by reference is the applicable Exhibit to Company's Report on Form 10-Q for the quarter ended September 30, File Number 0-14713.
6 EX-27 2 FINANCIAL DATA SCHEDULE EX-27
5 This Schedule contains summary financial information extracted from the consolidated balance sheets and consolidated statements of operations found on pages 3 and 4 of the Company's Form 10-Q for the nine months ended December 31 and is qualified in its entirety by reference to such financial statements. 1000 YEAR 9-MOS MAR-31-1997 MAR-31-1997 MAR-31-1997 DEC-31-1997 17,349 18,671 0 0 12,730 14,774 1,371 2,881 205 99 30,212 32,883 45,829 46,431 40,866 42,509 37,900 38,563 35,717 27,283 0 0 0 0 187 188 175 182 (1,134) 8,634 37,900 38,563 18,821 9,594 64,823 39,368 7,501 2,857 28,104 14,340 54,624 23,582 304 0 400 0 (29,550) 1,561 0 0 (29,550) 1,561 0 0 0 0 0 0 (29,550) 1,561 (0.17) .09 (0.17) .06
-----END PRIVACY-ENHANCED MESSAGE-----