Converted by EDGARwiz

0001549212-13-000021.txt : 20130926 0001549212-13-000021.hdr.sgml : 20130926 20130926173037 ACCESSION NUMBER: 0001549212-13-000021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130926 DATE AS OF CHANGE: 20130926 EFFECTIVENESS DATE: 20130926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICEWEB INC CENTRAL INDEX KEY: 0001097718 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 132640971 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-191411 FILM NUMBER: 131117512 BUSINESS ADDRESS: STREET 1: 22900 SHAW ROAD STREET 2: SUITE 111 CITY: STERLING STATE: VA ZIP: 20166 BUSINESS PHONE: 571-287-2400 MAIL ADDRESS: STREET 1: 22900 SHAW ROAD STREET 2: SUITE 111 CITY: STERLING STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: ICEWEB COMMUNICATIONS INC DATE OF NAME CHANGE: 20020918 FORMER COMPANY: FORMER CONFORMED NAME: DISEASE SCIENCES INC DATE OF NAME CHANGE: 20020409 FORMER COMPANY: FORMER CONFORMED NAME: AUCTION ANYTHING COM INC DATE OF NAME CHANGE: 19991026 S-8 1 S-8toamend2012optionplan2.htm FORM S8 Converted by EDGARwiz

As filed with the Securities and Exchange Commission on September __, 2013

Registration No.: 333-______________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ICEWEB, INC.

(Exact name of registrant as specified in its charter)


Delaware		13-2640971
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


22900 Shaw Road, Suite 111, Sterling, VA		20166
(Address of Principal Executive Offices)		(Zip Code)

2012 EQUITY COMPENSATION PLAN (as amended)

(Full title of the plan)

Mr. Mark Lucky

Chief Financial Officer

IceWEB, Inc.

22900 Shaw Road, Suite 111

Sterling, VA 20166

(Name and address of agent for service)

(571) 287-2388

(Telephone number, including area code, of agent for service)

Copy to:

James Schneider, Esq.

Pearlman Schneider LLP

2200 Corporate Blvd. N.W., Suite 210

Boca Raton, FL 33431

(561) 362-9595

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.


Large Accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

CALCULATION OF REGISTRATION FEE


Title of securities to beregistered	Amount to beregistered	Proposedmaximum offeringprice per share ⁽¹⁾	Proposedmaximumaggregate offeringprice ⁽¹⁾	Amount ofregistrationfee
Common stock, par value $0.001 per share ⁽²⁾	25,000,000	$0.0265	$662,500	$91

⁽¹⁾ Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933 based on the average of the high and low sale price of the registrant’s common stock as reported on the OTC Bulletin Board on September 26, 2013.

⁽²⁾ Pursuant to Rule 416, there are also being registered such additional and indeterminable number of shares of common stock as may be issuable due to adjustments for changes resulting from stock dividends, stock splits and similar changes.

EXPLANATORY NOTE

This registration statement on Form S-8 is being filed to register an additional 25,000,000 shares of common stock of the registrant for offer and sale under the our 2012 Equity Compensation Plan, or 2012 Plan, pursuant to an amendment of the 2012 Plan authorized by our board of directors on September 25, 2013.

The earlier registration statements on Form S-8 filed by us with the Securities and Exchange Commission on September 14, 2012 (File No. 333-183917) and on Form S-8 filed by us with the Securities and Exchange Commission on January 18, 2013 (File No. 333-186140) relating to the 2012 Plan are hereby incorporated by reference in this registration statement. This incorporation by reference is made under General Instruction E to Form S-8 in respect of the registration of additional securities of the same class as other securities for which there has been filed a registration statement on Form S-8 relating to the same employee benefit plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits


Exhibit No.		Description

5.1		Opinion of Pearlman Schneider LLP *
10.1		2012 Equity Compensation Plan (incorporated by reference to the Current Report on Form 8-K as filed with the SEC on August 28, 2012).
10.2		Amendment No. 1 dated January 17, 2013 to the 2012 Equity Compensation Plan (incorporated by reference to the Current Report on Form 8-K as filed with the SEC on January 18, 2013).
10.3		Amendment No. 2 dated September 25, 2013 to 2012 Equity Compensation Plan (incorporated by reference to the Current Report on Form 8-K as filed with the SEC on September 26, 2013)
23.1		Consent of Sherb & Co. LLP *
23.2		Consent of D’Arelli Pruzansky, PA *

23.3		Consent of Pearlman Schneider LLP (contained in such firm’s opinion filed as Exhibit 5.1) *


*	filed herewith

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 registration statement to be signed on its behalf by the undersigned, thereunder duly authorized in Sterling, Virginia on September 26, 2013.


		ICEWEB, INC.

		/s/ Robert M. Howe III
	By:	Robert M. Howe III, CEO,
		Principal executive officer


		/s/ Mark B. Lucky
	By:	Mark B. Lucky, Chief Financial Officer,
		principal accounting and financial officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Robert M. Howe III his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Robert M. Howe III	CEO and director, principal executive officer	September 26, 2013
Robert M. Howe III

/s/ Mark B. Lucky	Chief Financial Officer, principal financial and accounting officer	September 26, 2013
Mark B. Lucky

/s/ Harold F. Compton	Director	September 26, 2013
Harold F. Compton

/s/ Raymond J. Pirtle, Jr.	Director	September 26, 2013
Raymond J. Pirtle, Jr.

/s/ Nicholas Carosi III	Director	September 26, 2013
Nicholas Carosi III

/s/ Jack Bush	Director	September 26, 2013
Jack Bush

/s/ Harry E. Soyster	Director	September 26, 2013
Harry E. Soyster

/s/ Dr. Mark Stavish	Director	September 26, 2013
Dr. Mark Stavish

EX-23.1 2 exhibit23.1.htm EXHIBIT 23.1 Converted by EDGARwiz

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation in this Registration Statement on Form S-8, of our report dated December 22, 2011 relating to the consolidated balance sheet of IceWEB, Inc. at September 30, 2011 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended September 30, 2011 and 2011.


	/s/ SHERB & CO., LLP
	Certified Public Accountants

Boca Raton, Florida

September 26, 2013

EX-23.2 3 exhibit23.2.htm EXHIBIT 23.2 Converted by EDGARwiz

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of IceWEB, Inc., SEC File No. 333-183917, and the related prospectuses, of our audit report dated December 28, 2012, on the consolidated balance sheet of IceWEB, Inc. and Subsidiaries as of September 30, 2012 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year then ended, which is included in the Annual Report on Form 10-K of IceWEB, Inc. for the year ended September 30, 2012. We also consent to the reference to our firm under the caption “Experts” in the prospectus.

/s/ D’Arelli Pruzansky, PA

Certified Public Accountants

Boca Raton, Florida

September 26, 2013

EX-5.1 4 exhibit5.1-23.3.htm EXHIBIT 5.1 Converted by EDGARwiz

EXHIBIT 5.1 and 23.3

PEARLMAN SCHNEIDER LLP

Attorneys-at-Law

2200 Corporate Boulevard, N.W., Suite 210

Boca Raton, Florida 33431-7307


	Telephone
James M. Schneider, Esq.	(561) 362-9595
Charles B. Pearlman, Esq.	Facsimile
Brian A. Pearlman, Esq.	(561) 362-9612


	September 26, 2013

IceWEB, Inc.

22900 Shaw Road, Suite 111

Sterling, Virginia 20166

Re:

Registration Statement on Form S-8 (the “Registration Statement”);

IceWEB, Inc. (the “Company”)

IceWEB, Inc. 2012 Equity Compensation Plan, as amended (the “Plan”)

Gentlemen:

This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission (“Commission”) with respect to the registration by the Company and the resale of an aggregate of 105,000,000 shares of Common Stock, $0.001 par value per share of the Company (the “Shares”). The Shares are covered by the Registration Statement and consist of 105,000,000 shares issuable pursuant to the Plan.

In our capacity as counsel to the Company, we have examined the original, certified, conformed, photostat or other copies of the Company’s Certificate of Incorporation and By-Laws, as amended, the Plan and various other agreements and option awards, corporate minutes provided to us by the Company and such other documents and instruments as we deemed necessary. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon.

Subject to and in reliance upon the foregoing, we are of the opinion that the Shares to be issued as restricted stock grants and/or upon exercise of options granted and to be granted under the Plan, when issued in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

This opinion is limited to the laws of the State of Delaware. In rendering this opinion, we have assumed compliance with all other laws, including federal laws and state securities laws, and we have assumed that each award under the Plan will be approved by an authorized committee of the Board of Directors.

We hereby consent to the use of this opinion in the Registration Statement on Form S-8 to be filed with the Commission.

Very truly yours,


	/s/ Pearlman Schneider LLP
	Pearlman Schneider LLP