AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 2000
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------

COMMUNICATION INTELLIGENCE CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 94-2790442
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

275 SHORELINE DRIVE, SUITE 500
REDWOOD SHORES, CALIFORNIA 94065
(Address of Principal Executive (Zip Code)
Offices)

------------------------

1994 STOCK OPTION PLAN
1999 STOCK OPTION PLAN
OPTION AGREEMENT WITH FRANCIS DANE
OPTION AGREEMENT WITH RUSS DAVIS
OPTION AGREEMENT WITH GUIDO DIGREGORIO
OPTION AGREEMENT WITH CRAIG HUTCHISON
OPTION AGREEMENT WITH MICHAEL MARUBIO
OPTION AGREEMENTS WITH JESS M. RAVICH
OPTION AGREEMENT WITH PHILIP S. SASSOWER
OPTION AGREEMENTS WITH JEFFREY STEINER
OPTION AGREEMENT WITH MIKE SULLIVAN
OPTION AGREEMENTS WITH CHIEN BOR SUNG
OPTION AGREEMENT WITH ROBERT WILLIAMS
(Full title of the plans)
------------------------

GUIDO DIGREGORIO, PRESIDENT AND CHIEF EXECUTIVE OFFICER
COMMUNICATION INTELLIGENCE CORPORATION
275 SHORELINE DRIVE, SUITE 500
REDWOOD SHORES, CALIFORNIA 94065
(Name and address of agent for service)

(650) 802-7888
(Telephone number, including area code, of agent for service)
------------------------

WITH COPIES TO:

JONATHAN J. RUSSO, ESQ.
BAER MARKS & UPHAM LLP
805 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 702-5700
------------------------

CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE

Common stock, par value $0.01
per share.................. 10,412,237 $2.71875 $28,308,269.34 $7,473.39

(1) Represents, 2,000,000 shares of common stock issued or issuable pursuant to
options granted or to be granted under the Company's 1994 Stock Option Plan,
2,000,000 shares of common stock issued or issuable pursuant to options
granted or to be granted under the Company's 1999 Stock Option Plan and
6,412,237 shares of common stock issuable upon the exercise of stock options
granted to the individuals named above pursuant to stock option agreements.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the
basis of $2.71875 per share, the average of the high and low prices of the
common stock on the Nasdaq SmallCap Market on November 1, 2000.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

EXPLANATORY NOTE

We have prepared this registration statement in accordance with the
requirements of Form S-8 and Form S-3 pursuant to the Securities Act of 1933, as
amended. The Form S-8 portion of this registration statement will be used for
offers of shares of our common stock, par value $0.01 per share, pursuant to the
employee benefit plans listed on the cover page of this registration statement.
The Prospectus filed as a part of this registration statement has been prepared
in accordance with the requirements of Part I of Form S-3 and will be used for
reofferings or resales of shares of our common stock that are deemed to be
control securities, which have been acquired or will be acquired by control
persons, pursuant to the employee benefit plans, or restricted securities.

PROSPECTUS

4,560,000 SHARES

COMMUNICATION INTELLIGENCE CORPORATION

COMMON STOCK

---------------------

This Prospectus relates to the offer and sale of 4,457,000 shares of our
common stock.

All of the shares being offered by this Prospectus, which are sometimes
referred to as the Shares, are being offered by stockholders who are called the
Selling Shareholders. The shares have been issued or are issuable pursuant to
the terms of the Company's 1994 Stock Option Plan, the 1999 Stock Option Plan or
stock option agreements. We will not receive any proceeds from the sale of the
Shares.

Our common stock is listed on The Nasdaq SmallCap Market under the symbol
CICI. On November 1, 2000, the closing sale price of the common stock as
reported on The Nasdaq SmallCap Market was $2.6875 per share.

------------------------

THE SHARES BEING OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. PROSPECTIVE
PURCHASERS SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 6 OF
THIS PROSPECTUS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION. NEITHER THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

------------------------

The Selling Shareholders and any other person participating in the
distribution of the Shares will be subject to the applicable provisions of the
Securities Exchange Act of 1934, as amended, which is also called the Exchange
Act, as well as the rules and regulations adopted under the Exchange Act. Those
rules and regulations include Rules 101 through 104, which may limit the timing
of purchases and sales of the Shares. The Shares may be offered and sold from
time to time pursuant to Rule 415 under the Securities Act of 1933, as amended,
which is also called the Securities Act, by the Selling Shareholders in one or
more transactions on The Nasdaq Stock Market, in negotiated transactions, or in
combinations of those types of transactions. The Shares may be sold at market
prices prevailing at the time of sale, at prices related to those prevailing
market prices, or at negotiated prices. The Selling Shareholders may sell Shares
directly to purchasers or through underwriters or broker-dealers who may act as
agents or principals. Underwriters and broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Shareholders or from the purchasers of the Shares.

The date of this Prospectus is November 6, 2000.

TABLE OF CONTENTS

PAGE
--------

AVAILABLE INFORMATION....................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 3
PROSPECTUS SUMMARY.......................................... 4
RISK FACTORS................................................ 6
FORWARD-LOOKING STATEMENTS.................................. 9
USE OF PROCEEDS............................................. 9
SELLING SHAREHOLDERS........................................ 10
PLAN OF DISTRIBUTION........................................ 11
LEGAL MATTERS............................................... 12
EXPERTS..................................................... 12

AVAILABLE INFORMATION

We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended, and are required to file periodic reports, proxy
statements and other information with the SEC. You can inspect and copy the
reports, proxy statements and other information filed by us at the public
reference facilities maintained by the SEC at 450 Fifth Street, Room 1024, N.W.,
Washington, D.C. 20549. Copies of such materials can also be obtained by mail
from the public reference facilities of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a site on the World Wide Web that contains reports, proxy and
information statements and other information regarding registrants that file
electronically. The address of such site is http://www.sec.gov.

We have filed with the SEC a registration statement on Form S-8 under the
Securities Act with respect to the shares of common stock offered by this
Prospectus. This Prospectus does not contain all the information set forth in or
annexed as exhibits to the registration statement. For further information with
respect to our company and the common stock offered by this Prospectus,
reference is made to the registration statement and to the financial statements,
schedules and exhibits filed as part such registration statement or incorporated
by reference in this Prospectus. Copies of the registration statement, together
with such financial statements, schedules and exhibits, may be obtained from the
public reference facilities of the SEC at the addresses listed above, upon
payment of the charges prescribed by the SEC. Statements contained in this
Prospectus as to the contents of any contract or other document referred to are
not necessarily complete and, in each instance, reference is made to the copy of
such contract or other documents, each such statement being qualified in its
entirety by such reference. Copies of such contracts or other documents, to the
extent that they are exhibits to this registration statement, may be obtained
from the public reference facilities of the SEC, upon the payment of the charges
prescribed by the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We hereby incorporate by reference into this Prospectus the following
documents which we have previously filed with the SEC pursuant to the Exchange
Act:

1. Our Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the Securities and Exchange Commission on March 30, 2000.

2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
filed with the Securities and Exchange Commission on May 4, 2000.

3. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000,
filed with the Securities and Exchange Commission on August 14, 2000.

4. Our Current Report on Form 8-K dated October 6, 2000, filed with the
Securities and Exchange Commission on October 16, 2000.

5. Our Current Report on Form 8-K dated October 31, 2000, filed with the
Securities and Exchange Commission on November 2, 2000.

6. Our Current Report on Form 8-K/A dated October 6, 2000, filed with the
Securities and Exchange Commission on November 2, 2000.

In addition, all documents we file pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the common stock shall be deemed to be
incorporated in and made a part of this Prospectus by reference from the date of
filing of such documents. Any statement contained in this Prospectus or in a
document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supercedes that statement. Any statement that is
modified or superseded in this way shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

We will provide, without charge, to each person to whom this Prospectus is
delivered, upon the written or oral request of that person, a copy of any or all
of the documents incorporated by reference, excluding the exhibits to those
documents. Requests for copies should be directed to Communication Intelligence
Corporation at 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065,
attention Secretary.

PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS WHAT WE CONSIDER TO BE THE MOST IMPORTANT FEATURES
OF THIS OFFERING AND THE INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS. TO
UNDERSTAND THIS OFFERING AND OUR BUSINESS FULLY, YOU SHOULD CAREFULLY READ THE
ENTIRE PROSPECTUS INCLUDING THE RISK FACTORS BEGINNING ON PAGE 6.

OUR COMPANY

We develop, market and license natural input, electronic signature,
handwriting recognition and data security technologies and products for wireless
internet information devices and for the e-commerce, document information,
corporate security and other needs of businesses. Our software products are
designed to increase the ease of use, functionality and security of electronic
devices such as smart phones, electronic organizers and portable web browsers.

Our natural input technology and products allow users to interact with a
computer or hand held device by using an electronic pen, either alone or in
conjunction with a keyboard. These products include Jot-Registered Trademark-
and the Handwriter-Registered Trademark- Recognition System, which are
multilingual handwriting recognition systems; INKshrINK-Registered Trademark-,
an ink compression systems; QuickNotes-TM- and InkSnap-TM-, which facilitate
electronic note taking and drawing; and Word Complete-TM-, which simplifies data
entry tasks by reducing the number of letters that must be entered.

Our business solutions products are designed to provide a cost-effective
means for securing network and device access control, and electronic form
filing. These products include InkTools-TM-, which provide electronic ink
capture and display, signature capture and verification and ink compression
within computer applications and PenX-TM- and PenX-TM-VC, which are operating
system extensions that enable the pen input data.

We have a four-pronged revenue generation strategy:

- OEM LICENSING. We license our products to original equipment
manufacturers, which are also called OEMs, such as Ericsson, Fujitsu,
Mitsubishi and National Semiconductor, and to independent software
vendors, which reproduce and market them in conjunction with their own
products.

- AFTERMARKET CONSUMER SALES. We generate consumer sales of our software
products through our website, www.cic.com. We utilize direct mail
programs, e-mail campaigns, pricing promotions and website enhancements to
generate sales. We also sell our products to consumers through on-line
resellers that include Digital River.com, Beyond.com, Handango.com,
Downloadwarehouse.com, Egghead.com, and Palmgear.com.

- ENTERPRISE SALES. We generate sales of our products to larger businesses
by leveraging our electronic signature software in emerging, fast-growth
areas such as e-commerce, document automation and corporate security
software applications. We make these sales through direct business
development and product sales activities in a number of
signature-dependent, vertical markets (such as financial services,
insurance, health care and real estate), and strategic partnerships.

- JOINT VENTURE IN CHINA. We provide systems integration services to
mainland Chinese governmental agencies and businesses, sell handwriting
recognition software to end-users and vendors, and license handwriting
recognition, electronic signature and other software for OEM sales in the
mainland Chinese market, through our joint venture in the People's
Republic of China.

RECENT DEVELOPMENTS

On October 6, 2000, our wholly-owned subsidiary, CIC Acquisition Corp.,
acquired intellectual property and other assets of PenOp Limited and its
subsidiary PenOp Inc., which we refer to jointly as PenOp, for 4.7 million
shares of our common stock. PenOp develops legally binding, technology-neutral
electronic signature technology for eBusiness. Out of the 4.7 million shares of
common stock we issued to PenOp in connection with this acquisition,
approximately 940,000 shares are being held in escrow to cover potential
indemnification claims we may have.

Pursuant to the terms of the asset purchase agreement, we filed a
registration statement with the Commission covering the sale of the 4.7 million
shares we issued in connection with the acquisition, and we agreed to use
reasonable efforts to have the registration statement declared effective as soon
as reasonably practicable thereafter.

In connection with the acquisition, Mr. Philip Sassower, our Chairman of the
Board, and nine of his designees, purchased from PenOp, in a private
transaction, an aggregate of 1,713,728 shares of our common stock for
$3.3 million.

RISK FACTORS

THE SHARES INVOLVE A HIGH DEGREE OF RISK. BEFORE MAKING AN INVESTMENT
DECISION, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, AS WELL AS
THE OTHER INFORMATION CONTAINED ELSEWHERE OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS.

WE HAVE A HISTORY OF LOSSES AND A SIGNIFICANT ACCUMULATED DEFICIT.

In each year since our inception, we have incurred losses, which for some
periods were significant. For the five-year period ended December 31, 1999,
those losses aggregated approximately $34.2 million, and at December 31, 1999
our accumulated deficit was $71.2 million. We may incur additional losses in the
future, and they could be substantial.

BECAUSE OF THE EMERGING NATURE OF THE PEN-BASED COMPUTING MARKET, IT IS
UNCERTAIN WHETHER OUR PRODUCTS WILL GAIN SIGNIFICANT MARKET ACCEPTANCE.

Our company develops, markets and licenses pen-based natural input,
electronic signature, handwriting recognition and data security technologies and
products for wireless internet information devices and for e-commerce, document
automation, corporate security and other businesses. The markets for pen-based
computing are relatively new. Because of the emerging nature of these markets we
are unable to predict whether we can sufficiently commercialize our products and
technology and obtain and retain significant market acceptance.

WE MAY NEED ADDITIONAL FINANCING AND, IF WE ARE UNABLE TO GET ADDITIONAL
FINANCING WHEN NEEDED, OUR BUSINESS WILL BE HARMED.

At December 31, 1999, our company's working capital was approximately
$2.9 million, and at September 30, 2000, it was approximately $3.2 million. We
believe we have adequate capital to fund current operations for the foreseeable
future. However, we may need to obtain additional financing in order to take
advantage of potential opportunities or expand our operations. Additional funds
might not be available when needed or, if they are available, we may not be able
to obtain them on favorable terms. If adequate funds are not available to us
when needed, we may be required to delay, scale back or eliminate some or all of
our marketing and development efforts or other operations. This would have a
material adverse effect on our business, operating results and prospects.

IF WE ARE UNABLE TO CONTINUE TO DEVELOP NEW PRODUCTS AND MAKE ENHANCEMENTS ON
OUR EXISTING PRODUCTS IN A TIMELY AND COST-EFFECTIVE MANNER, OUR ABILITY TO
GENERATE REVENUE AND TO BE PROFITABLE WILL BE IMPAIRED.

The markets in which our company competes are subject to rapid and
significant technological changes, the frequent introduction of new products and
product enhancements, and the development of new technologies. Our products and
underlying technologies are subject to these risks. If we are unable to develop
new products or technologies or enhance our existing products or technologies in
time to respond to market demands and technological changes, our business,
operating results and prospects could be materially and adversely affected.

OUR COMPETITORS COULD DEVELOP PRODUCTS OR TECHNOLOGIES THAT COULD MAKE OUR
PRODUCTS OR TECHNOLOGIES NON-COMPETITIVE.

The market for our products is intensely competitive and has attracted a
number of major companies that are well established in the software industry.
Some of our competitors have substantially greater financial and other resources
than we do. Our company faces competition at a number of different levels. Some
competitors have developed or are developing complete pen-based hardware and
software systems. Others have focused on different elements of those systems,
such as character recognition technology,

pen-based operating systems and environments, and pen-based applications. Some
of our competitors could develop products or technologies that are more
effective, easier to use or less expensive than ours such as voice recognition.
This could make our products and technologies obsolete or non-competitive.

WE ARE DEPENDENT ON OUR DISTRIBUTORS AND STRATEGIC RELATIONSHIPS AND THE LOSS OF
ONE OR MORE OF THEM COULD HARM OUR BUSINESS.

Our company's ability to continue to commercialize its products and achieve
significant market acceptance depends in large part on our ability to continue
to develop licensing, marketing and other strategic relationships. Our strategic
partners generally do not have contractual commitments with us, and any one or
more of them could terminate their relationships with us. If this happens, or if
we are unable to establish additional strategic relationships, our business,
operating results and prospects would be materially adversely affected.

IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, THIRD PARTIES
MAY BE ABLE TO USE OUR TECHNOLOGY, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO
COMPETE IN THE MARKET.

We rely on a combination of patents, copyrights, trademarks, trade secrets
and contractual provisions to protect our proprietary rights in our products and
technologies. These protections might not be adequate. Moreover, our competitors
might independently develop technologies that are substantially equivalent or
superior to ours. The laws of some of the countries in which our products are
licensed do not protect those products and our intellectual property rights to
the same extent as the laws of the United States. Also, because of the rapid
evolution of technology and uncertainties in intellectual property law in the
United States and internationally, our current and future products and
technologies could be subject to infringement claims by others. We may be
required to take legal action to protect or defend our proprietary rights.

A substantial portion of our technology and know-how are trade secrets and
are not protected by patent, trademark or copyright laws. We require our
employees and contractors to execute written agreements that seek to protect our
proprietary information. We also have a policy of requiring prospective business
partners to enter into non-disclosure agreements before any of our proprietary
information is revealed to them. However, the measures taken by us to protect
our technology, products and other proprietary rights might not adequately
protect us against improper use.

LITIGATION OR THIRD-PARTY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT COULD
REQUIRE US TO SPEND SUBSTANTIAL TIME AND MONEY AND ADVERSELY AFFECT OUR ABILITY
TO DEVELOP AND COMMERCIALIZE PRODUCTS.

If we are required to defend against lawsuits brought by third parties, or
if we sue to protect our proprietary rights, we may be required to pay
substantial litigation costs, and our management and technical personnel's
attention may be diverted from operating our business. If the result of any
litigation is adverse to us, we may be required to expend significant resources
to develop non-infringing technology or obtain licenses from third parties. If
we are not successful in those efforts or if we are required to any substantial
litigation costs, our business would be materially and adversely affected.

THERE ARE RISKS ASSOCIATED WITH OUR JOINT VENTURE IN THE PEOPLE'S REPUBLIC OF
CHINA.

Our company owns 90% of Communication Intelligence Computer
Corporation, Ltd., which is a joint venture between the Company and the
Information Industries Bureau of Jiangsu Province, a provincial agency of the
People's Republic of China. The joint venture has generated limited revenues to
date and we might not be successful in developing or selling integrated computer
systems or other of our products to the Chinese market. In addition, our
investment in the joint venture is also subject to the risks of doing business
in China, including fluctuations in the value of currencies, export duties,
import controls and trade barriers (such as quotas), restrictions on the
transfer of funds, longer payment cycles, greater difficulty in

accounts receivable collections, burdens of complying with foreign laws and
political and economic instability. Any of these risks or other risks arising
from doing business outside the United States can have a material adverse effect
on our company.

A SIGNIFICANT PORTION OF OUR SALES ARE DERIVED FROM A LIMITED NUMBER OF
CUSTOMERS, AND OUR BUSINESS MAY BE HARMED IF WE LOST ANY OF THESE CUSTOMERS.

Our revenues historically have been derived from a limited number of
customers. Therefore, the success of our business depends on our ability to
maintain satisfactory relationships with our customers in the future. We may not
be able to continue to maintain satisfactory relationships with our customers in
the future. One customer accounted for approximately 27% and 7% of our revenues
for the years ended December 31, 1999 and 1998, respectively. The loss of any
significant customer or other revenue source would have a material adverse
effect on our revenues and profitability.

IF WE LOSE OUR KEY PERSONNEL OR ARE UNABLE TO ATTRACT AND RETAIN NEW PERSONNEL,
OUR OPERATIONS WOULD BE DISRUPTED AND OUR BUSINESS WOULD BE HARMED.

We are highly dependent on the services of our management and key personnel.
The loss of the services of one or more of our executive officers or other key
persons would have a material adverse effect on the Company. We do not have
employment agreements with our executive officers or key personnel. Any one of
them may resign at any time and might organize a competitive business. Our
success also depends on our ability to attract and retain additional highly
skilled personnel. The competition for qualified personnel in the computer
industry is intense, and we might not be successful in attracting, retaining and
replacing personnel. Failing to attract and retain technical personnel could
adversely affect our research and development. Failing to attract and retain
management and other key personnel could adversely affect our sales and
marketing programs as well as the achievement of our goals.

THE MARKET PRICE OF OUR STOCK CAN BE VOLATILE, WHICH COULD RESULT IN LOSSES FOR
INVESTORS.

Our common stock is listed on The Nasdaq SmallCap Market. Stock prices of
technology companies in recent years have experienced significant volatility,
including price fluctuations that are unrelated or not proportional to the
operating performance of these companies. The market price of our common stock
has been and could be subject to significant fluctuations as a result of
variations in our operating results, announcements of technological innovations
or new products by us or our competitors, announcements of new strategic
relationships by us or our competitors, general conditions in the technology
industry or market conditions unrelated to our business and operating results.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this registration statement, including
without limitation, statements containing the words "believes," "anticipates,"
"hopes," "intends," "expects," and other words of similar import, constitute
"forward looking" statements within the meaning of the Private Litigation Reform
Act of 1995. Such statements involve known and unknown risks, uncertainties and
other factors which may cause actual events to differ materially from
expectations. Such factors include the following:

- technological, engineering, quality control or other circumstances which
could delay the sale or shipment of products;

- economic, business, market and competitive conditions in the software
industry and technological innovations which could affect the Company's
business;

- the Company's inability to protect its trade secrets or other proprietary
rights, operate without infringing upon the proprietary rights of others
or prevent others from infringing on the proprietary rights of the
Company; and

- general economic and business conditions and the availability of
sufficient financing.

USE OF PROCEEDS

All of the shares of common stock are being offered by the selling
shareholders. We will not receive any proceeds from the sale of the shares by
the Selling Shareholders, but we will receive funds in connection with the
exercise of stock options relating to such shares. We will use these funds for
general corporate and working capital purposes.

SELLING SHAREHOLDERS

The shares of common stock offered under this Prospectus were issued to the
Selling Shareholders in connection with the exercise of stock options granted to
such persons pursuant to our 1994 Stock Option Plan, 1999 Stock Option Plan or
options granted to these persons pursuant to non-qualified stock option
agreements. The shares offered by this Prospectus may be offered from time to
time by the selling shareholders named below or their nominees. The selling
shareholders are under no obligation to sell all or any portion of the shares
pursuant to this Prospectus.

The following table sets forth certain information concerning the Selling
Shareholders as of the date of this Prospectus, and assumes all of the common
stock offered hereby is sold:

NUMBER OF SHARES OF NUMBER OF SHARES OF
COMMON STOCK COMMON STOCK
NAME OF SELLING SHAREHOLDER OWNED PRIOR TO OFFERING OFFERED IN THIS OFFERING
- --------------------------- ----------------------- ------------------------

Marjorie L. Bailey (1)............................... 133,440 400,000
Guido DiGregorio (2)................................. 950,300 1,700,000
Louis Panetta (3).................................... -- 50,000
Jess M. Ravich (4)................................... 1,536,318 100,000
Philip S. Sassower (5)............................... 3,300,362 1,752,000
Jeffrey Steiner (6).................................. 75,000 100,000
Mike Sullivan (7).................................... 695,237 110,000
C.B. Sung (8)........................................ 435,420 345,000
Robert Williams (9).................................. 139,054 10,000

- --------------------------

* Represents less than 1%.

(1) The number of shares shown above as being beneficially owned by Ms. Bailey
includes 133,440 of an aggregate of 400,000 shares issuable upon the
exercise of stock options granted to Ms. Bailey in November 1999.

(2) The number of shares shown above as being beneficially owned by
Mr. DiGregorio includes 950,300 of an aggregate of 1,800,000 options granted
to Mr. DiGregorio in January 1999.

(3) Of the 50,000 options granted to Mr. Panetta, none are exercisable within 60
days of November 1, 2000.

(4) The number of shares shown above as being beneficially owned by Mr. Ravich
includes: 1,270,435 shares held by the Ravich Revocable Trust of 1989, of
which Mr. Ravich is the trustee; 190,883 shares issuable upon the exercise
of warrants; and 75,000 shares issuable upon the exercise of stock options.
Only 75,000 of the 100,000 options granted to Mr. Ravich are exercisable
within 60 days of November 1, 2000. Mr. Ravich may be deemed to beneficially
own the shares held by or issuable to this trust.

(5) The number of shares shown above as being beneficially owned by Mr. Philip
S. Sassower includes: 878,769 shares held by Mr. Sassower; 667,233 of the
1,817,000 shares issuable upon the exercise of stock options; 1,333,701
shares of common stock held by the Philip S. Sassower 1996 Charitable
Remainder Annuity Trust; and 420,659 shares of common stock held by Phoenix
Enterprises LLC, in which Mr. Sassower is the sole member. Only 667,233
options are exercisable within 60 days of November 1, 2000. The number of
shares shown above does not include 599,810 shares of common stock held by
Phoenix Enterprises Family Fund LLC, of which Mr. Sassower is the managing
member. Mr. Sassower disclaims beneficial ownership of the shares held by
the Phoenix Enterprises Family Fund LLC.

(6) The number of shares shown above as being beneficially owned by Mr. Steiner
includes 75,000 of the 100,000 options granted to Mr. Steiner.

(7) The number of shares shown above as being beneficially owned by
Mr. Sullivan includes 585,237 shares issuable upon the exercise of options
which are exercisable within 60 days of November 1, 2000 and 110,000 shares
of common stock.

(8) The number of shares shown above as being beneficially owned by Mr. Sung
includes: 195,000 of the 495,000 shares issuable upon the exercise of stock
options; 237,051 shares held by the Sung Family Trust of which Mr. Sung is a
trustee; and 3,369 shares held by the Sung-Kwok Foundation of which
Mr. Sung is the Chairman. Only 195,000 options are exercisable within 60
days of November 1, 2000. Mr. Sung may be deemed to beneficially own the
shares held by the Sung Family Trust and the Sung-Kwok Foundation.

(9) The number of shares shown above as being beneficially owned by
Mr. Williams includes 139,054 shares issuable upon the exercise of stock
options granted to Mr. Williams.

PLAN OF DISTRIBUTION

The Selling Shareholders may, from time to time, sell all or a portion of
the shares as follows:

- at prices and at terms then prevailing in the market;

- at prices related to the then current market price; or

- in negotiated transactions.

The shares may be sold by the Selling Shareholders by one or more of the
following methods, or others:

- block trades in which the broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

- purchases by a broker or dealer as principal and resale by the broker or
dealer for its account pursuant to this Prospectus;

- on a stock exchange in accordance with the rules of the particular
exchange;

- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

- privately negotiated transactions; or

- a combination of any of these methods of sale.

In effecting sales, brokers and dealers engaged by the Selling Shareholders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from the Selling Shareholders, or, if any
broker-dealer acts as agent for the purchaser of the shares, from the purchaser,
in amounts to be negotiated which are not expected to exceed those customary in
the types of transactions involved. Broker-dealers may agree with the Selling
Shareholders to sell a specified number of the shares at a stipulated price per
share, and, to the extent the broker-dealer is unable to do so acting as agent
for the Selling Shareholders, to purchase as principal any unsold shares at the
price required to fulfill the broker-dealer commitment to the Selling
Shareholders. Broker-dealers who acquire shares as principal may subsequently
resell the shares from time to time in the following transactions:

- transactions, which may involve block transactions and sales to and
through other broker-dealers, in the over-the-counter market or otherwise
at prices and on terms then prevailing at the time of sale;

- in negotiated transactions; or

- at prices related to the then-current market price.

In connection with these resales, the broker-dealer may pay to or receive
from the purchasers of the shares commissions as described above.

The Selling Shareholders and any broker-dealers or agents that participate
with the Selling Shareholders in sales of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with any
sales. In the event of a sale, any commissions received by the broker-dealers or
agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act. In
addition, Regulation M under the securities Exchange Act of 1934, as amended,
may apply in connection with the Selling Shareholders' sales of their shares.

We will pay all fees and expenses incident to the registration of the
shares. The Selling Shareholders will pay all commissions and discounts, if any,
attributable to the sales of the shares.

We will file a supplement to this Prospectus, if required, upon being
notified by the Selling Shareholders that any material arrangement has been
entered into for the sale of the shares though a block trade, or as otherwise
may be required.

The Selling Shareholders may in the future also sell the shares in
accordance with Rule 144 under the Securities Act rather than pursuant to this
Prospectus.

There can be no assurance that the Selling Shareholders will sell any or all
of the shares of common stock offered by them hereunder.

LEGAL MATTERS

The validity of the shares of common stock offered hereby have been passed
upon for us by Baer Marks & Upham LLP, New York, New York.

EXPERTS

The consolidated financial statements for the fiscal year ended
December 31, 1999, incorporated in this Prospectus by reference to our annual
report on Form 10-K for the year ended December 31, 1999, have been incorporated
in reliance on the report of Stonefield Josephson, Inc., independent
accountants. Stonefield Josephson, Inc.'s report is based on its authority as an
expert in auditing and accounting.

The consolidated financial statements as of December 31, 1998 and for each
of the two years in the period then ended incorporated in this Prospectus by
reference to the annual report on Form 10-K of Communication Intelligence
Corporation for the year ended December 31, 1999 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

We hereby incorporate by reference into this Registration Statement and into
the Prospectus relating to this Registration Statement the following documents
which we have previously filed with the SEC pursuant to the Exchange Act:

1. Our Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the Securities and Exchange Commission on March 30, 2000.

2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
filed with the Securities and Exchange Commission on May 4, 2000.

3. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000,
filed with the Securities and Exchange Commission on August 14, 2000.

4. Our Current Report on Form 8-K dated October 6, 2000, filed with the
Securities and Exchange Commission on October 16, 2000.

5. Our Current Report on Form 8-K dated October 31, 2000, filed with the
Securities and Exchange Commission on November 2, 2000.

6. Our Current Report on Form 8-K/A dated October 6, 2000, filed with the
Securities and Exchange Commission on November 2, 2000.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document that is also incorporated by reference
herein modifies or replaces such statement. Any statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration 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 Delaware General Corporation Law, among other things, and
subject to certain conditions, authorizes us to indemnify our officers and
directors against certain liabilities and expenses in connection with claims
made against them as a result of being an officer or director.

Article V of our by-laws provides as follows:

The Corporation shall indemnify to the full extent permitted by, and in the
manner permissible under, the laws of the State of Delaware any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that such person
or such person's testator or intestate is or was a director or officer of the
Corporation or any predecessor of the Corporation, or served any other
enterprise as a director or officer at the request of the Corporation or any
predecessor of the Corporation.

II-1

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION
------- -----------

4.1 1994 Stock Option Plan (incorporated herein by reference to
Exhibit G of the Company's Second Amended Disclosure
Statement filed on Form 8-K dated October 19, 1994 and
approved by shareholders on November 14, 1999).

4.2 1999 Stock Option Plan.

4.3 Form of Option Agreement.

5.1 Opinion of Baer Marks & Upham LLP.

23.1 Consent of Baer Marks & Upham LLP (contained in Exhibit
5.1).

23.2 Consent of Stonefield Josephson, Inc., Independent
Accountants.

23.3 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.

24.1 Power of Attorney (included on page II-3 of this
registration statement).

ITEM 9. UNDERTAKINGS.

(a) 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 the 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, as amended (the "Securities Act"), 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 the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

II-2

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 City of Redwood Shores, State of California, on the 1st day
of November, 2000.

COMMUNICATION INTELLIGENCE CORPORATION

By: /s/ GUIDO DIGREGORIO
-----------------------------------------
Guido DiGregorio, President and
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below constitutes and appoints Philip S. Sassower and Guido
DiGregorio or either of them, as his true and lawful attorneys-in-fact and
agents, with full powers of substitution and re-substitution, for him and in his
name, place and stead, to sign in any and all capacities any and all amendments
(including post-effective amendments) to this registration statement on
Form S-8 and to file the same, with all exhibits thereto and all other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, 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 such attorneys-in-fact and
agents, or any of them, may lawfully 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 by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

President, Chief Executive
/s/ GUIDO DIGREGORIO Officer, Chief Operating
---------------------------------------- Officer and Director November 1, 2000
Guido DiGregorio (Principal Executive
Officer)

Vice President and Chief
/s/ MARJORIE L. BAILEY Financial Officer (Principal
---------------------------------------- Financial and Accounting November 1, 2000
Marjorie L. Bailey Officer)

/s/ PHILIP S. SASSOWER
---------------------------------------- Chairman of the Board and November 1, 2000
Philip S. Sassower Secretary

/s/ JEFFREY STEINER
---------------------------------------- Director November 1, 2000
Jeffrey Steiner

/s/ CHIEN-BOR SUNG
---------------------------------------- Director November 1, 2000
Chien-Bor Sung

/s/ LOUIS PANETTA
---------------------------------------- Director November 1, 2000
Louis Panetta

II-3

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------- -----------

4.2 1999 Stock Option Plan.

4.3 Form of Option Agreement.

5.1 Opinion of Baer Marks & Upham LLP.

23.1 Consent of Baer Marks & Upham LLP (contained in Exhibit
5.1).

23.2 Consent of Stonefield Josephson, Inc., Independent
Accountants.

23.3 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.

24.1 Power of Attorney (included on page II-3 of this
registration statement).