-----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, PwIMp+vJJ1mXXZmHn8FQaD3KOTK/apQyMFUnYwMstl9Zc1g5sluZnn875J29SOVN tZPcqlWc9vdH4eP7n03Etw== 0001019687-07-004241.txt : 20071207 0001019687-07-004241.hdr.sgml : 20071207 20071207125821 ACCESSION NUMBER: 0001019687-07-004241 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20071207 DATE AS OF CHANGE: 20071207 EFFECTIVENESS DATE: 20071207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILINC COMMUNICATIONS INC CENTRAL INDEX KEY: 0001042291 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 760545043 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-147921 FILM NUMBER: 071291809 BUSINESS ADDRESS: STREET 1: 2999 NORTH 44TH STREET STREET 2: SUITE 650 CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 6029521200 MAIL ADDRESS: STREET 1: 2999 N 44TH STREET STREET 2: SUITE 650 CITY: PHOENIX STATE: AZ ZIP: 85018 FORMER COMPANY: FORMER CONFORMED NAME: EDT LEARNING INC DATE OF NAME CHANGE: 20010814 FORMER COMPANY: FORMER CONFORMED NAME: E-DENTIST COM INC DATE OF NAME CHANGE: 20001114 FORMER COMPANY: FORMER CONFORMED NAME: PENTEGRA DENTAL GROUP INC DATE OF NAME CHANGE: 19970822 S-8 1 ilinc_s8-120707.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ILINC COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 76-0545043 (I.R.S. Employer Identification No.) 2999 NORTH 44TH STREET, SUITE 650 PHOENIX, ARIZONA 85018 (602) 952-1200 (Address, Including Zip Code, of Registrant's Principal Executive Offices) STOCK COMPENSATION PLAN (Full Title of the Plan) JAMES M. POWERS, JR. ILINC COMMUNICATIONS, INC. 2999 NORTH 44TH STREET, SUITE 650 PHOENIX, ARIZONA 85018 (602) 952-1200 (Name, Address and Telephone Number, Including Area Code, of Agent For Service) COPIES TO: JAMES S. RYAN, III, ESQ. JACKSON WALKER L.L.P. 901 MAIN STREET, SUITE 6000 DALLAS, TEXAS 75202 (214) 953-6000 CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION TO BE REGISTERED (1) PER SHARE (2) PRICE FEE - ------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.001 2,000,000 $0.52 $1,040,000.00 $31.93 per share shares - -------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of common stock which may become issuable under the Company's Stock Compensation Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of common stock. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefits plans described herein. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low sale prices for a share of common stock of iLinc Communications, Inc. as reported on the American Stock Exchange on December 6, 2007. EXPLANATORY NOTE iLinc Communications, Inc. (the "Company" or the "Registrant") has previously registered shares of the Company's common stock issuable under the Company's Stock Compensation Plan (the "Plan") by an effective registration statement on Form S-8 filed with the Securities and Exchange Commission (the "SEC") on June 4, 1998, Registration No. 333-56033 (the "Prior Registration Statement"). Under this Registration Statement, the Company is registering an additional 2,000,000 shares of common stock issuable under the Plan. Pursuant to Instruction E of Form S-8, the contents of the Company's Prior Registration Statement are incorporated herein by reference to the extent not modified or superseded hereby or by any subsequently filed document that is incorporated by reference herein or therein. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Phoenix, Arizona, on this 7th day of December, 2007. ILINC COMMUNICATIONS, INC. By: /s/ JAMES M. POWERS, JR. ------------------------------------- JAMES M. POWERS, JR PRESIDENT AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ JAMES M. POWERS, JR. Chairman of the Board, President and December 7, 2007 - -------------------------------- Chief Executive Officer, (Principal JAMES M. POWERS, JR. Executive Officer) /s/ JAMES L. DUNN, JR. Executive Vice President and Chief December 7, 2007 - -------------------------------- Financial Officer (Principal Financial JAMES L. DUNN, JR. and Accounting Officer) /s/ JAMES H. COLLINS Director December 7, 2007 - ------------------------------- JAMES H. COLLINS /s/ KENT PETZOLD Director December 7, 2007 - ------------------------------- KENT PETZOLD /s/ DANIEL T. ROBINSON, JR. Director December 7, 2007 - ------------------------------- DANIEL T. ROBINSON, JR. /s/ MICHAEL T. FLYNN Director December 7, 2007 - ------------------------------- MICHAEL T. FLYNN
EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 5.1 Opinion of Jackson Walker L.L.P. 23.1 Consent of Moss Adams LLP. 23.2 Consent of Epstein, Weber & Conover PLC EX-5.1 2 ilinc_ex0501.txt OPINION EXHIBIT 5.1 December 7, 2007 iLinc Communications, Inc. 2999 North 44th Street, Suite 650 Phoenix, Arizona 85018 Re: Registration Statement on Form S-8 1997 Stock Compensation Plan Gentlemen: We have acted as counsel for iLinc Communications, Inc. (the "Company") in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission to effect the registration, pursuant to the Securities Act of 1933, of 2,000,000 shares of common stock, $0.001 par value (the "Common Stock"), which may be offered by the Company under the above-referenced stock compensation plan (the "Plan"). In connection with this opinion, we have relied as to matters of fact, without investigation, upon certificates of public officials and others and upon affidavits, certificates and statements of directors, officers and employees of, and the accountants for, the Company. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate and other instruments, documents and records as we have deemed relevant and necessary to examine for the purpose of this opinion, including the Plan. In addition, we have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion. We have assumed the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all the documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, we advise you that, in our opinion, the shares of Common Stock proposed to be offered by the Company as set forth in the Registration Statement have been duly authorized and, when issued and sold in accordance with the Plan referred to in the Registration Statement, such shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission. We express no opinions as to matters under or involving any laws other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware. Very truly yours, /s/ Jackson Walker L.L.P. EX-23.1 3 ilinc_ex2301.txt CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 28, 2007, relating to the consolidated financial statements of iLinc Communications, Inc., as of March 31, 2007 and for the year then ended, included in the Annual Report on Form 10-K of iLinc Communications, Inc. and subsidiaries for the year ended March 31, 2007. /s/ Moss Adams, LLP Scottsdale, Arizona December 6, 2007 EX-23.2 4 ilinc_ex2302.txt CONSENT Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 13, 2006, relating to the consolidated financial statements of iLinc Communications, Inc., as of March 31, 2006 and for each of the two years then ended, included in the Annual Report on Form 10-K of iLinc Communications, Inc. and subsidiaries for the year ended March 31, 2007. /s/ Epstein, Weber & Conover, PLC Scottsdale, Arizona December 6, 2007 -----END PRIVACY-ENHANCED MESSAGE-----