Room 4561
November 21, 2005
Mr. Thomas J. Stallings
Chief Executive Officer
Internet Commerce Corporation
6025 The Corners Parkway, Suite 100
Norcross, Georgia 30092
Re: Internet Commerce Corporation
Preliminary Proxy Statement on Schedule 14A filed November
14,
2005
File No. 0-24996
Dear Mr. Stallings:
This is to advise you that we have limited our review of the
above filing to the matters addressed in the comments below. No
further review of the filing has been or will be made. Where
indicated, we think you should revise your document in response to
these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Preliminary Proxy Statement on Schedule 14A
Proposal 1. Election of Directors, page 4
1. We note your statement that your bylaws provide for a maximum
of
10 directors. It appears, however, that the board of directors
currently consists of only seven directors. If so, please clarify
your disclosure to indicate so. Otherwise, please explain to us
why
additional nominees have not been named to fill the remaining
vacancies on your board of directors. We further note your
statement
in the first paragraph on page 5 suggesting that stockholders are
electing four directors, but that your prior disclosure appears to
only discuss the nomination of three directors. Please clarify.
Form 10-K for the year ended July 31, 2005
2. Your disclosure suggests that your disclosure controls and
procedures are effective, but only to the extent of ensuring that
material information and other information requiring disclosure is
identified and communicated on a timely basis. This text does not
address the effectiveness of your disclosure controls and
procedures
with respect to whether information required to be disclosed by
you
in the reports that you file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time
periods
specified in the Commission`s rules and forms and whether
information
required to be disclosed by you in the reports that you file or
submit under the Exchange Act is accumulated and communicated to
your
management, including your principal executive and principal
financial officers, to allow timely decisions regarding required
disclosure. Please advise us as of July 31, 2005 whether your
disclosure controls and procedures, as defined in Rule 13a-15(e)
of
the Exchange Act, are effective and whether you will consider this
comment with respect to preparing reports.
3. We note your disclosure that there "were no significant changes
in
[y]our internal controls or in other factors that could
significantly
affect these controls subsequent to the date of their evaluation."
Please note that Item 308 of Regulation S-K requires the
disclosure
of "any" change in your internal control over financial reporting
that occurred during your "last fiscal quarter" that has
"materially
affected, or is reasonably likely to materially affect," your
internal control over financial reporting. In light of the
foregoing, please advise us with respect to changes in your
internal
control over financial reporting for the quarter ended July 31,
2005
and whether you will consider this comment with respect to
preparing
reports.
* * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Exchange Act
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
You may contact Daniel Lee at (202) 551-3477, or Anne
Nguyen,
Special Counsel, at (202) 551-3611, with any questions. If you
need
further assistance, you may contact me at (202) 551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via Facsimile
Larry W. Shackelford, Esq.
Morris, Manning & Martin, LLP
3343 Peachtree Road
1600 Atlanta Financial Center
Atlanta, Georgia 30326
Telephone: (404) 233-7000
Facsimile: (404) 365-9532