-----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, QIbrn4DTmx+krR2Js0hegkbB6VZ2PRHEFwLgQYfQa+GagWOvVePB9sSaU+N6HYXd q0O/OJz8x5W3kg598eFBwA== 0000912057-01-001902.txt : 20010123 0000912057-01-001902.hdr.sgml : 20010123 ACCESSION NUMBER: 0000912057-01-001902 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010118 EFFECTIVENESS DATE: 20010118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERLINK ELECTRONICS INC CENTRAL INDEX KEY: 0000828146 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770056625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53870 FILM NUMBER: 1510581 BUSINESS ADDRESS: STREET 1: 546 FLYNN RD CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8054848855 MAIL ADDRESS: STREET 1: 546 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012 FORMER COMPANY: FORMER CONFORMED NAME: INTERLINK ELECTRONICS DATE OF NAME CHANGE: 19940525 S-8 1 a2035260zs-8.txt S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2001 REGISTRATION NO. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERLINK ELECTRONICS, INC. (Exact name of issuer as specified in charter) ------------------- 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) ------------------- Copy to: John J. Halle Stoel Rives LLP Suite 2600 900 SW Fifth Avenue Portland, Oregon 97204-1268 ------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================================= 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) - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.00001 par 2,250,000 shares (2) $9.96875 $22,429,687.50 $5,608.00 value =================================================================================================================================
(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 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. 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 II-1 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. 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. II-2 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).
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 II-3 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. II-4 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 ------------------------------------------ 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.
Signature Title --------- ----- 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 II-5 * MERRITT M. LUTZ Director ----------------------------------- Merritt M. Lutz *By: PAUL D. MEYER ------------------------------ Paul D. Meyer Attorney In Fact
II-6 EXHIBIT INDEX
Exhibit Number Document Description - ------ -------------------- 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.
* Previously filed with the Company's Registration Statement on Form S-8 (Registration No. 333-39371). II-7 EX-5.1 2 a2035260zex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 January 17, 2001 Board of Directors Interlink Electronics, Inc. 546 Flynn Road Camarillo, CA 93102 We have acted as counsel for Interlink Electronics, Inc. (the "Company") in connection with the filing of the Registration Statement on Form S-8 (File No. 333-_____) under the Securities Act of 1933, as amended, covering 2,250,000 shares of common stock, $0.00001 par value (the "Shares"), of the Company issuable in connection with the Company's 1996 Stock Incentive Plan, as amended (the "Plan"). We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion. Based on the foregoing, it is our opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware; and 2. The Shares have been duly authorized and, when issued pursuant to the Plan and in accordance with resolutions adopted by the Board of Directors of the Company, will be legally issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, STOEL RIVES LLP II-8 EX-23.1 3 a2035260zex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we consent to the incorporation by reference in this Registration Statement and the Interlink Electronics, Inc. 1996 Stock Incentive Plan, as amended, on Form S-8 of our reports dated February 14, 2000, included in the Annual Report on Form 10-K of Interlink Electronics for the year ended December 31, 1999 and to all references to our Firm in this Registration Statement. ARTHUR ANDERSEN LLP Los Angeles, California January 12, 2001 II-9 EX-24.6 4 a2035260zex-24_6.txt EXHIBIT 24.6 EXHIBIT 24.6 POWER OF ATTORNEY (1996 Stock Incentive Plan, as amended) KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Interlink Electronics, Inc., does hereby constitute and appoint E. Michael Thoben, III and Paul D. Meyer, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of Interlink Electronics, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Interlink Electronics, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Interlink Electronics, Inc. issuable pursuant to the 1996 Stock Incentive Plan, as amended, of Interlink Electronics, Inc., including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Interlink Electronics, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: December 8, 2000 JOHN A. BUCKETT, II -------------------- John A. Buckett, II II-10 -----END PRIVACY-ENHANCED MESSAGE-----