MORRIS MANNING & MARTIN, LLP
3343 PEACHTREE ROAD
1600 ATLANTA FINANCIAL CENTER
ATLANTA, GEORGIA 30326
(404) 233-7000
(404) 365-9532 (Fax)
August 23, 2006
VIA EDGAR
Securities and Exchange Commission
Main Filing Desk
450 Fifth Street, NW
Washington, D.C. 20549
Re: Internet Commerce Corporation
Registration Statement on Form S-3 (File No. 333-134705)
- Request for Acceleration
Ladies and Gentlemen:
On behalf of our client, Internet Commerce Corporation (the “Company”), enclosed for filing is the Company’s request pursuant to Rule 461 promulgated by the Commission under the Securities Act of 1933, as amended (the “Act”), for the acceleration of the effectiveness of its Registration Statement on Form S-3 (File No. 333-134705) under the Act to immediate effectiveness on Wednesday, August 23, 2006 at 4:00 pm EST time or as soon thereafter as is practicable. Please acknowledge receipt of this filing via the EDGAR postmaster.
If you have any questions, please give me a call at (404) 504-7651.
| Very truly yours, |
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| MORRIS, MANNING & MARTIN, LLP |
| |
| |
| /s/ Larry W. Shackelford |
| Larry W. Shackelford |
cc: Glen E. Shipley
INTERNET COMMERCE CORPORATION
6025 The Corners Parkway
Suite 100
Norcross, Georgia 30092
August 23, 2006
VIA EDGAR
Securities and Exchange Commission
Main Filing Desk
450 Fifth Street, N.W.
Washington, DC 20549
Re: Internet Commerce Corporation
Registration Statement on Form S-3 (File No. 333-134705)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933 (the “Act”), Internet Commerce Corporation, a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-134705) to immediate effectiveness on Wednesday, August 23, 2006 at 4:00 pm EST time or as soon thereafter as is practicable.
The Company acknowledges that, should the Commission or the staff, acting through delegated authority, declare the Registration Statement effective, neither such declaration nor any staff comments or changes to disclosure in response to staff comments shall foreclose the Commission from taking any action with respect to the Registration Statement, that the action of the Commission or the staff, acting through delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement, and that the Company may not assert such declaration or any staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions, please give me a call at (678) 533-8004.
| Very truly yours, |
| | |
| | |
| By: | /s/ Glen E. Shipley |
| | Glen E. Shipley |
| | Chief Financial Officer |
cc: Larry W. Shackelford, Esq.