-----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, HqyWg0Wb6WJF5gX9IXVBN98FlzdsNaVuYL8anfJNEgxZHbYk0BPW3xNgHGE62d8k jgE2KIG1zxRGiKC2l1/1qA== 0000910680-02-000027.txt : 20020413 0000910680-02-000027.hdr.sgml : 20020413 ACCESSION NUMBER: 0000910680-02-000027 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020111 EFFECTIVENESS DATE: 20020111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ION NETWORKS INC CENTRAL INDEX KEY: 0000754813 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 222413505 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-76568 FILM NUMBER: 2507350 BUSINESS ADDRESS: STREET 1: 1551 S WASHINGTON AVE CITY: PISCATAWAY STATE: NJ ZIP: 08854 BUSINESS PHONE: 2014944440 MAIL ADDRESS: STREET 1: 1551 S WASHINGTON AVE CITY: PISCATAWAY STATE: NJ ZIP: 08854 FORMER COMPANY: FORMER CONFORMED NAME: MICROFRAME INC DATE OF NAME CHANGE: 19920703 S-8 1 f671294.txt FORM S-8 (2000 STOCK OPTION PLAN) As filed with the Securities and Exchange Commission on January 11, 2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ ION NETWORKS, INC. (Exact name of registrant as specified in its charter) Delaware 22-2413505 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1551 South Washington Avenue, Piscataway, New Jersey 08854 (Address of Principal Executive Offices) (Zip Code) 2000 STOCK OPTION PLAN (Full title of the plan) Kam Saifi, Chief Executive Officer, President and Interim Principal Financial Officer Ion Networks, Inc. 1551 South Washington Avenue Piscataway, New Jersey 08854 (Name and address of agent for service) (732) 529-0100 (Telephone number, including area code, of agent for service) with a copy to: James Alterbaum, Esq. Jenkens & Gilchrist Parker Chapin LLP The Chrysler Building 405 Lexington Avenue New York, New York 10174 (212) 704-6000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE Proposed Proposed Title of maximum maximum each class Amount offering aggregate Amount of of securities to be price per offering registration to be registered registered(1) share price fee Common Stock, $.001 par value 1,068,200 $1.125(2) $1,201,725(2) $287.21(2) per share Common Stock, $.001 par value 1,145,000 $0.175(2) $200,375(2) $47.89(2) per share Common Stock, $.001 par value 150,000 $0.335(2) $50,250(2) $12.01(2) per share Common Stock, $.001 par value 10,000 $0.295(2) $2,950(2) $0.71(2) per share Common Stock, $.001 par value 626,800(3) $1.465(4) $918,262(4) $219.47(4) per share Total: 3,000,000 $567.29
- -------------------------------------------------------------------------------- (1) Pursuant to Rule 416(b), there shall also be deemed covered hereby all additional securities resulting from anti-dilution adjustments under the 2000 Stock Option Plan. (2) Based on the exercise price per share of Common Stock underlying options which have been granted under this plan. (3) The remaining shares to be registered relate to shares underlying options not yet granted. (4) The price per share is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c); based on the average of the high and low prices for the Common Stock as reported on the Nasdaq Stock Market on January 4, 2002. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by the Company with the Securities and Exchange Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001, and as amended by Form 10-KSB/A filed with the SEC on July 27, 2001; (b) The Company's Current Report on Form 8-K filed on June 29, 2001; (c) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2001, filed on August 14, 2001; (d) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2001 filed on October 18, 2001; (e) The Company's Current Report on Form 8-K filed on October 23, 2001; (f) The Company's Current Report on Form 8-K filed on October 24, 2001; (g) The Company's Definitive Proxy Statement on Schedule 14A filed on August 15, 2001; and (h) The description of the Company's Common Stock contained in the registrant's Registration Statement on Form 8A filed with the SEC on January 23, 1985. All documents filed subsequent to the date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. 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 General Corporation Law of the State of Delaware (the "DGCL") provides, in general, that a corporation incorporated under the laws of the State of Delaware, such as the registrant, may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court determines such person is fairly and reasonably entitled to indemnity for such expenses. Article Tenth of the registrant's Certificate of Incorporation states that the Corporation shall, to the fullest extent permitted by the DGCL, indemnify any and all persons whom it shall have power to indemnify under Section 145 thereof from and against any and all of the expenses (including, without limitation, attorneys' fees and expenses), liabilities or other matters referred to in or covered by such Section, and the indemnification so provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding the position giving rise to the entitlement of indemnification, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, estate, executors and administrators of any such person. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. Exhibit Number Description 3.1 Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on August 5, 1998. (1) 3.2 Certificate of Amendment of the Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on December 11, 1998. (1) 3.3 Certificate of Amendment of the Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 12, 1999. (2) 3.4 By-Laws of the Company. (1) 4.1 2000 Stock Option Plan of the Company. (3) 5.1 Opinion of Parker Chapin LLP as to the legality of the Common Stock being offered. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Parker Chapin LLP (included in Exhibit 5.1). 24.1 Powers of Attorney of certain officers and directors of the registrant (included in signature page). - -------- (1) Incorporated by reference to the Company's registration statement on Form S-8 filed on April 22, 1999. (2) Incorporated by reference to the Company's Post Effective Amendment No. 1 to the Company's registration statement on Form S-8, filed on March 17, 2000. (3) Incorporated by reference to the Company's definitive proxy statement on Schedule 14A, filed on October 23, 2000. ITEM 9. UNDERTAKINGS. 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 to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such 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. 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 provisions described under Item 6 above, 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. 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 Town of Piscataway, State of New Jersey, on the 9th day of January, 2002. ION NETWORKS, INC. By: /s/ Kam Saifi --------------------------------------- Kam Saifi, Chief Executive Officer, President and Interim Principal Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Kam Saifi and Stephen M. Deixler and each of them with power of substitution, as his attorney-in-fact, in all capacities, to sign any amendments to this registration statement (including post-effective amendments) and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-facts or their substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 9th day of January, 2002. Signature Title /s/ Kam Saifi - ---------------------------------- Director, Chief Executive Officer Kam Saifi And Interim Principal Financial Officer /s/ Stephen M. Deixler - ---------------------------------- Chairman of the Board of Directors Stephen M. Deixler /s/ Baruch Halpern - ---------------------------------- Director Baruch Halpern /s/ Alexander C. Stark - ---------------------------------- Director Alexander C. Stark - ---------------------------------- Director William Martin Ritchie - ---------------------------------- Director Alan Hardie - ---------------------------------- Director Frank Russo EXHIBIT INDEX Exhibit Number Description - ------ ----------- 3.1 Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on August 5, 1998. (1) 3.2 Certificate of Amendment of the Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on December 11, 1998. (1) 3.3 Certificate of Amendment of the Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 12, 1999. (2) 3.4 By-Laws of the Company. (1) 4.1 2000 Stock Option Plan of the Company. (3) 5.1 Opinion of Parker Chapin LLP as to the legality of the Common Stock being offered. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Parker Chapin LLP (included in Exhibit 5.1). 24.1 Powers of Attorney of certain officers and directors of the registrant (included in signature page). - ------------- (1) Incorporated by reference to the Company's registration statement on Form S-8 filed on April 22, 1999. (2) Incorporated by reference on the Company's Post Effective Amendment No. 1 to the Company's registration statement on Form S-8, filed on March 17, 2000. (3) Incorporated by reference to the Company's definitive proxy statement on Schedule 14A, filed on October 23, 2000. EX-5 3 ex5_1.txt EXHIBIT 5.1 Exhibit 5.1 [JENKENS & GILCHRIST PARKER CHAPIN LLP] January 10, 2002 Ion Networks, Inc. 1551 South Washington Avenue Piscataway, New Jersey 08854 RE: ION NETWORKS, INC. Gentlemen: We have acted as counsel to Ion Networks, Inc., a Delaware corporation (the "Company"), in connection with its Registration Statement on Form S-8 (the "Registration Statement") being filed with the Securities and Exchange Commission (the "SEC") relating to the offering of up to 3,000,000 shares of the Company's common stock, par value $.001 per share (the "Common Stock"), to employees and directors of, and consultants to, the Company or any parent or subsidiary of the Company upon the exercise of options granted by the Company under the Company's 2000 Stock Option Plan (the "Plan"), and such additional indeterminate number of shares of Common Stock as may be issued under the anti-dilution provisions of the Plan. In rendering the opinions expressed below, we have examined originals or copies, satisfactory to us, of (i) the Company's Certificate of Incorporation, (ii) the Company's By-laws, (iii) the Plan, and (iv) resolutions of the Company's board of directors adopting the Plan. We have also reviewed minutes of the Company's annual meeting, at which the Company's stockholders approved the Plan. We have also reviewed such other matters of law and examined and relied upon all such corporate records and all such agreements, certificates and other document as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. We have not examined each option contract in respect of options granted under the Plan. We have, however, examined the form of option contract which the Company has advised us is the form of option contract used by it under the Plan. We have also been informed by the Company that each option contract between the Company and option holders under the Plan is substantially in the form of the option contract we have examined. In all of our examinations, we have assumed the accuracy of all information furnished to us, the authenticity of all documents submitted to us as originals and the conformity with the original documents of documents submitted to us as copies, as well as the genuineness of all signatures on all such documents. Our opinion is limited to the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof. Finally, we are counsel admitted to practice only in the State of New York, and we express no opinions as to the applicable laws of any jurisdiction other than those of the State of New York, the General Corporate Law of the State of Delaware and the United States of America. Based upon and subject to the foregoing, we are of the opinion that the shares of the Company's Common Stock to be issued pursuant to the exercise of the options granted under the Plan will be, when issued pursuant to the provisions of the Plan, validly issued, fully-paid and non-assessable. We hereby consent to the filing of a copy of this opinion as an exhibit to the Company's Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 (the "Act"), the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K promulgated under the Act. Very truly yours, /s/ Jenkens & Gilchrist Parker Chapin LLP JENKENS & GILCHRIST PARKER CHAPIN LLP EX-23 4 exh23_1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 28, 2001 relating to the consolidated financial statements, which appears in the Annual Report to Shareholders of Ion Networks, Inc. and Subsidiaries on Form 10-KSB for the year ended March 31, 2001 /s/ PricewaterhouseCoopers LLP - --------------------------------- PricewaterhouseCoopers LLP Florham Park, New Jersey January 10, 2002 -----END PRIVACY-ENHANCED MESSAGE-----