As filed with the Securities and Exchange Commission on October 24, 1997 Registration No. - 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) ------------------------ Craig Newfield, 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, 1,000,000 $2.77 $2,770,000 $840 $.01 par value shares __________________________ (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 October 21, 1997. This Registration Statement on Form S-8 relates to 1,000,000 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 October 24, 1997. INTERLEAF, INC. By: /s/ Jaime W. Ellertson ----------------------- President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Interleaf, Inc., hereby severally constitute and appoint Jaime W. Ellertson and Robert R. Langer, 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/ Jaime W. Ellertson President and Chief Executive October 24, 1997 - ----------------------- Officer and Director Jaime W. Ellertson (Principal Executive Officer) /s/ Robert R. Langer Executive Vice President and October 24, 1997 - ----------------------- Chief Financial Officer and Robert R. Langer Director (Principal Financial and Accounting Officer) /s/ Frederick B. Bamber Director October 24, 1997 - ------------------------ Frederick B. Bamber 1 Signature Title Date --------- ----- ----- /s/ David A. Boucher Director October 24, 1997 - ------------------------ David A. Boucher /s/ Rory J. Cowan Chairman of the Board of October 24, 1997 - ------------------------ Directors Rory J. Cowan /s/ Marcia J. Hooper Director October 24, 1997 - ------------------------ Marcia J. Hooper /s/ George D. Potter, Jr. Director October 24, 1997 - ------------------------ George D. Potter, Jr. 2 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 (included in Exhibit 5) 23(b) Consent of Ernst & Young LLP, independent auditors included 24 Power of Attorney (included in page 1 of S-8) 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.