As filed with the Securities and Exchange Commission on January 11, 2002
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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) dentification No.)
1551 South Washington Avenue, Piscataway, New Jersey 08854
(Address of Principal Executive Offices) (Zip Code)
KAM SAIFI EMPLOYMENT AGREEMENT
CAMERON SAIFI EMPLOYMENT AGREEMENT
DAVID ARBEITEL EMPLOYMENT AGREEMENT
(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
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO PROPOSED PROPOSED AMOUNT OF
REGISTERED BE REGISTERED MAXIMUM MAXIMUM REGISTRATION
OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
Common Stock, $.001 par value per share 2,000,000 $0.13 $260,000 $62.14
Common Stock, $.001 par value per share 900,000 $0.31 $279,000 $66.68
TOTAL: 2,900,000 $0.19 $539,000 $129.00
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 registrant'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 registrant'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 registrant's Definitive Proxy Statement on Schedule 14A filed
on August 15, 2001;
(h) The description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form S-18 (No. 2-93800-NY) filed on
October 16, 1984 under the 1934 Act, including any amendment or report filed for
the purpose of updating such descriptions.
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
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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(i) Kam Saifi Employment Agreement.(3)
4.1(ii) Cameron Saifi Employment Agreement(4)
4.1(iii) David Arbeitel Employment Agreement(4)
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).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
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(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 Current Report on Form 8-K filed
on October 23, 2001.
(4) Incorporated by reference to the Company's Current Report on Form 8-K filed
on October 24, 2001.
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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
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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
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/s/ Kam Saifi
- --------------------------------- Director, Chief Executive Officer,
Kam Saifi President 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
Martin Ritchie
- --------------------------------- Director
Alan Hardie
- --------------------------------- Director
Frank Russo
EXHIBIT INDEX
Exhibit
Number Description
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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(i) Kam Saifi Employment Agreement.(3)
4.1(ii) Cameron Saifi Employment Agreement (4)
4.1(iii) David Arbeitel Employment Agreement (4)
5.1 Opinion of Jenkens & Gilchrist 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).
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(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 Current Report on Form 8-K filed
on October 23, 2001.
(4) Incorporated by reference to the Company's Current Report on Form 8-K filed
on October 24, 2001.