-----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, H7pD752Z4dzWHClgib9K4gzJKKeDLxu8dacq0cqDyyYo5F9337vSyajmj9ysNWd3 dXmrrIxShTJZmSbMKxkMcQ== 0001047469-99-009920.txt : 19990317 0001047469-99-009920.hdr.sgml : 19990317 ACCESSION NUMBER: 0001047469-99-009920 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990216 ITEM INFORMATION: FILED AS OF DATE: 19990316 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: 8-K SEC ACT: SEC FILE NUMBER: 000-14713 FILM NUMBER: 99566138 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): FEBRUARY 16, 1999 INTERLEAF, INC. (Exact name of Registrant as specified in its charter) MASSACHUSETTS 0-14713 04-2729042 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 62 FOURTH AVENUE, WALTHAM, MASSACHUSETTS 02451 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (781) 290-0710 ITEM 5. OTHER EVENTS. PRIVATE PLACEMENT TRANSACTION. On February 16, 1999, the Company completed a private placement transaction under which certain officers, directors and existing stockholders of the Company purchased an aggregate of 1,761,167 shares of Common Stock, $ .01 par value, at a price of $2.40 per share, resulting in total cash proceeds to the Company in the amount of $4,226,800. The Company had previously announced the entering into of the contracts for this private placement in a Form 8-K dated November 27, 1998. The Company is filing this report at the request of The Nasdaq Stock Market, Inc. in order to demonstrate the Company's compliance with Nasdaq's minimum net tangible asset requirements for listing on the Nasdaq National Market. Attached as an exhibit to this report are a pro forma consolidated balance sheet as of January 31, 1999 and a statement of operations for the ten months ended January 31, 1999. The pro forma balance sheet gives effect to the private placement transaction as if it had occurred on January 31, 1999. The accompanying unaudited pro-forma consolidated balance sheet and statement of operations include the accounts of Interleaf, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited pro-forma consolidated balance sheet and statement of operations do not include all financial information and disclosures required by generally accepted accounting principles for complete financial statements. Such unaudited pro-forma consolidated balance sheet and statement of operations should be read in conjunction with the Company's audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended March 31, 1998. The results of operations for interim periods are not necessarily indicative of the results to be expected either for the full quarter or for the full year. EXHIBITS 99. Unaudited Pro-Forma Consolidated Balance Sheet of Interleaf, Inc. and subsidiaries as of January 31, 1999, and Statement of Operations for the Ten Months Ended January 31, 1999. SIGNATURES 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 hereunto duly authorized. Date: March 16, 1999 INTERLEAF, INC. /S/ CRAIG NEWFIELD ---------------------------------------- By: Craig Newfield Title: V.P., General Counsel & Clerk EX-99 2 EXHIBIT 99 Exhibit 99 INTERLEAF, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
January 31,1999 January 31,1999 March 31, 1998 (Pro Forma) (Historical) --------------- --------------- Unaudited ------------------------------- In thousands, except for share and per share amounts ASSETS Current assets Cash and cash equivalents $ 13,632 $ 9,405 $ 21,112 Accounts receivable, net of reserve for doubtful accounts of $1,159 at January 31, 1999 and $1,364 at March 31, 1998 11,072 11,072 12,706 Prepaid expenses and other current assets 1,351 1,351 838 ---------- ---------- ----------- Total Current Assets 26,055 21,828 34,656 Property and equipment, net 2,115 2,115 3,321 Intangible assets, net 2,092 2,092 583 Other assets 385 385 828 ---------- ---------- ----------- Total Assets $ 30,647 $ 26,420 $ 39,388 ---------- ---------- ----------- ---------- ---------- ----------- LIABILITIES and SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 1,357 $ 1,357 $ 2,079 Accrued expenses 10,322 9,972 11,657 Unearned revenue 8,630 8,630 12,136 Accrued restructuring 1,137 1,137 2,143 ---------- ---------- ----------- Total Current Liabilities 21,446 21,096 28,015 Long-term restructuring 1,179 1,179 2,063 ---------- ---------- ----------- Total Liabilities 22,625 22,275 30,078 ---------- ---------- ----------- ---------- ---------- ----------- Shareholders' Equity Preferred stock, par value $.10 per share, authorized 5,000,000 shares: Series A Junior Participating, none issued and outstanding Senior Series B Convertible, shares issued and outstanding, 726,003 at January 31, 1999 and 861,911 at March 31, 1998 73 73 86 Senior Series C Convertible, shares issued and outstanding, none at January 31,1999 and 1,010,348 at March 31, 1998 -- -- 101 Senior Series D 6% Convertible, shares issued and outstanding, 1,350 at January 31, 1999 and 7,625 at March 31, 1998 -- -- 1 Common stock, par value $.01 per share, authorized 50,000,000 shares, issued and outstanding, 7,652,292(historical), 9,413,459(pro forma) at January 31, 1999 and 6,051,770 at March 31, 1998 94 77 61 Additional paid-in capital 94,077 90,217 93,490 Retained earnings (accumulated deficit) (85,914) (85,914) (84,072) Cumulative translation adjustment (308) (308) (357) ---------- ---------- ----------- Total Shareholders' Equity 8,022 4,145 9,310 ---------- ---------- ----------- Total Liabilities and Shareholders' Equity $ 30,647 $ 26,420 $ 39,388 ---------- ---------- ----------- ---------- ---------- -----------
INTERLEAF, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS
Ten Months Ended January 31, 1999 (unaudited) ----------- In thousands, except for per share amounts Revenues: Products $ 6,805 Maintenance 18,752 Services 10,753 -------- Total revenues 36,310 -------- Costs of Revenues: Products 2,013 Maintenance 2,636 Services 10,073 -------- Total costs of revenues 14,722 -------- Gross margin 21,588 Operating Expenses: Selling, general and administrative 16,342 Research and development 6,593 Acquisition Costs 990 -------- Total operating expenses 23,925 -------- Income (loss) from operations (2,337) Other income (expense) 520 -------- Income (loss) before income taxes (1,817) Provision for income taxes 25 -------- Net Income (loss) $ (1,842) -------- --------
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