PROSPECTUS
INTERNET COMMERCE CORPORATION
o This prospectus relates to the public offering from time to time by the
persons listed on page 15 below, referred to in this prospectus as selling
stockholders, of up to 2,590,386 shares of our class A common stock.
o Our class A common stock is traded on the Nasdaq National Market under the
symbol ICCA. On June 18, 2001, the last sale price for the class A common
stock was $3.00.
o Any selling stockholder may sell the class A common stock on the Nasdaq
National Market or in privately negotiated transactions, whenever he
decides and at the price he sets. The price at which any of the shares of
class A common stock are sold and the commissions paid, if any, may vary
from transaction to transaction. We will not receive any proceeds from the
sale of these shares.
o We filed a registration statement on form S-3 (file no. 333-80043) which
became effective on October 18, 1999 covering the resale of up to
5,476,280 shares of our class A common stock, of which 798,357 shares have
not been sold as of the date of this prospectus.
o We filed a registration statement on form S-3 (file no. 333-93301) which
became effective on March 1, 2000 covering the resale of up to 955,289
shares of our class A common stock, of which 212,854 shares have not been
sold as of the date of this prospectus.
o In connection with our acquisition of Intercoastal Data Corporation, or
IDC, we filed a registration statement on form S-3 (file no. 333-45868)
which became effective on December 7, 2000 covering the resale of up to
238,579 shares of our class A common stock, none of which have been sold
as of the date of this prospectus.
o This investment involves a high degree of risk. You should carefully
consider the risk factors beginning on page 4 of this prospectus before
you decide to invest.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is June 25, 2001
TABLE OF CONTENTS
Page
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Risks Relating to ICC................................................ 4
Risks Relating to the Internet and Online Commerce Aspects of our
Business ............................................................ 8
Risks Relating to this Offering...................................... 9
Forward-Looking Statements................................................ 11
Use of Proceeds............................................................ 11
Business....................................................................12
Selling Stockholders....................................................... 13
Plan of Distribution....................................................... 16
Description of Securities...................................................17
Legal Matters.............................................................. 23
Experts.................................................................... 23
Where You Can Find More Information........................................ 24
PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this
prospectus. This summary may not contain all of the information that you should
consider before purchasing shares of our class A common stock. You should read
the entire prospectus carefully, including Risk Factors commencing on page 4,
before making an investment decision.
Internet Commerce Corporation, or ICC
Internet Commerce Corporation is a leader in the e-commerce, or EC,
business-to-business communication services market. ICC.NET, our global
Internet-based value added network, or VAN, provides complete supply chain
connectivity solutions for electronic data interchange, or EDI, and e-commerce
and offers users a sophisticated vehicle to securely send and receive files of
any format and size. ICC offers a broad range of consulting services, including
XML technologies, data transformations, custom application development, an EDI
service bureau and comprehensive e-commerce education. ICC bridges the legacy
investments of yesterday to today's Internet technologies.
The Offering
Class A common stock offered
by the selling stockholders...................................2,590,386 shares
Class A common stock to be
outstanding after the offering............................9,704,180 shares (1)
Nasdaq National Market symbol.............................................ICCA
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(1) This information is based on the number of shares of class A common stock
(including restricted stock) outstanding on June 6, 2001. It includes all
of the shares of class A common stock being offered by this prospectus by
the selling stockholders. It excludes (a) 2,214,503 shares of class A
common stock issuable upon exercise of warrants or upon conversion of
series A convertible redeemable preferred stock, series C convertible
redeemable preferred stock and class B common stock outstanding on that
date and (b) 6,578,734 shares then issuable under outstanding options or
reserved for issuance under our stock option plans.
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RISK FACTORS
You should carefully consider each of the following risk factors in
addition to the other information contained in this prospectus before purchasing
shares of our class A common stock. Investing in our class A common stock
involves a high degree of risk. Any of the following risks could materially and
adversely affect our business, operating results, financial condition and the
market price of our class A common stock and could result in the complete loss
of your investment.
Risks Relating to ICC
We have a limited operating history and there is insufficient historical
information to determine whether we will successfully implement any of our
business strategies. We were founded in November 1991 under the name Infosafe
Systems, Inc. and from 1991 to 1997 we conducted limited operations and
developed certain products that we were unable to exploit commercially and
consequently discontinued. In 1997, we shifted our business emphasis to focus
exclusively on the development and marketing of our ICC.NET service, formerly
known as our CommerceSense(R) service, and changed our name to Internet Commerce
Corporation in September 1998 to reflect this shift. In the fourth quarter of
fiscal year 1999, we became an operating company and were no longer considered a
development stage company. We launched the current version of our ICC.NET
service commercially in April 1999. As a result, we have only a limited
operating history and there is little historical information on which to
evaluate our business and prospects. We may not be successful in implementing
any of our business strategies.
We have never earned a profit and expect to incur significant losses. We
have incurred significant losses since we were founded in 1991. We have never
earned a profit in any fiscal quarter and, as of April 30, 2001, we had an
accumulated deficit of approximately $50.5 million. We expect our cost of
revenue and operating expenses to increase significantly, especially in the
areas of marketing, customer installation and customer service. As a result, we
expect to incur additional losses in the future.
We may not achieve profitability. The profit potential of our business
model is unproven. Our revenue is dependent on the number of customers who
subscribe to our ICC.NET VAN service and the volume of the data, documents or
other information they send or retrieve utilizing this service. The success of
our ICC.NET VAN service and our other proposed services depends to a large
extent on the future of business-to-business electronic commerce using the
Internet, which is uncertain. In addition, we expect our expenses to increase,
especially in the areas of sales and marketing. As a result, we expect to incur
additional losses in the future. If we experience a shortfall in our estimated
revenue, we may be unable to adjust spending in a timely manner and may not
achieve profitability.
We currently depend primarily on our ICC.NET service and may not be able
to continue to expand into new business areas. We are currently focusing on our
ICC.NET service and as a result, our revenue for the foreseeable future is
almost entirely dependent on the success of this service, including, but not
limited to, the number of customers who subscribe to the service and the volume
(in kilocharacters) of the data, documents or other information they
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send or retrieve utilizing our service and revenue derived from our acquisitions
of Research Triangle Commerce, Inc., or RTCI, and IDC. We expect our expenses to
increase, especially in the areas of sales and marketing. We will need to
generate significant revenue to achieve and maintain profitability. If we do not
increase our revenue significantly, we will continue to be unprofitable.
We are expanding our operations by developing and marketing new and
complementary services using our ICC.NET service as a platform to provide these
additional services or systems. We cannot assure you that we will be able to
continue to do so effectively.
If we are unable to obtain necessary future capital, our business will
suffer. As of April 30, 2001, we had unrestricted cash in the amount of
approximately $3.3 million, which will not be sufficient if achieving
profitability takes longer than we anticipate. If we are unable to obtain
necessary additional financing, our business will suffer and we may be unable to
continue our operations. In addition, we may need to raise additional funds if
we attempt to expand more rapidly or if competitive pressures or technological
changes are greater than anticipated. We cannot assure you that any additional
financing will be available on reasonable terms or at all.
Raising additional funds in the future by issuing securities could
adversely affect our stockholders and negatively impact our operating results.
If we raise additional funds through the issuance of debt securities, the
holders of the debt securities will have a claim to our assets that will have
priority over any claim of our stockholders. The interest on these debt
securities would increase our costs and negatively impact our operating results.
If we raise additional funds through the issuance of class A common stock or
securities convertible into or exchangeable for class A common stock, the
percentage ownership of our then-existing stockholders will decrease and they
may experience additional dilution. In addition, any convertible or exchangeable
securities may have rights, preferences and privileges more favorable to the
holders than those of the class A common stock.
If we are unable to manage our growth, our financial results will suffer.
Our ability to implement our business plan successfully in a new and
rapidly-evolving market requires effective planning and growth management. If we
cannot manage our anticipated growth effectively, our business and financial
results will suffer. We expect that we will need to continue to manage and to
expand multiple relationships with customers, Internet service providers and
other third parties. We also expect that we will need to continue to improve our
financial systems, procedures and controls and will need to expand, train and
manage our workforce, particularly our information technology staff.
We may face capacity constraints which impede our revenue growth and
business profitability. The satisfactory performance, reliability and
availability of our network infrastructure, customer support and document
delivery systems and our web site are critical to our reputation and our ability
to attract customers and maintain adequate customer service levels. Any
significant or prolonged capacity constraints could prevent customers from
sending or gaining access to their documents or other data or accessing our
customer support services for extended periods of time. This would decrease our
ability to acquire and retain customers and prevent us from achieving the
necessary growth in revenue to achieve profitability. If the amount of traffic
increases substantially and we experience capacity constraints, we will need to
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expand further and upgrade our technology and network infrastructure. We may be
unable to predict the rate or timing of increases in the use of our services to
enable us to upgrade our operating systems in a timely manner.
If we do not keep pace with rapid technological changes, customer demands
and intense competition, we will not be successful. Our market is characterized
by rapidly changing technology, customer demands and intense competition. If we
cannot keep pace with these changes, our ICC.NET service could become
uncompetitive and our business will suffer. The Internet's recent growth and the
intense competition in our industry require us to continue to develop strategic
business and Internet solutions that enhance and improve the customer service
features, functions and responsiveness of our ICC.NET VAN and other proposed
services and that keep pace with continuing changes in information technology
and customer requirements. If we are not successful in developing and marketing
enhancements to our ICC.NET VAN service or other proposed services that respond
to technological change or customer demands, our business will suffer.
We may not be able to compete effectively in the business-to-business
electronic commerce market, which could limit our market share and harm our
financial performance. The business-to-business electronic commerce industry is
evolving rapidly and is intensely competitive. If we are not able to compete
effectively against our current and future competitors, we may lose customers,
may need to lower our prices, may experience reductions in gross margins,
increases in marketing costs or losses in market share, or may experience a
combination of these problems, and, as a result of any of the foregoing, our
business will suffer.
Many of our current and potential competitors have significant existing
customer relationships and vastly larger financial, marketing, customer support,
technical and other resources than we do. As a result, they may be able to
respond more quickly to changing technology and changes in customer requirements
or be able to undertake more extensive marketing campaigns, adopt more
aggressive pricing policies and make more attractive offers to potential
customers and employees, or be able to devote greater resources to the
development, promotion and sale of their services than we can. As a result, we
may not be successful in competing against our competitors.
Our principal competitors include: Peregrine Systems, Inc., GE Global
eXchange Services, a subsidiary of GE Information Services, Inc.,
International Business Machines Corporation Global Services, Sterling
Commerce, Inc., a subsidiary of SBC Communications Inc., AT&T Corp. and
WorldCom, Inc. Each of these competitors has an established VAN that has
provided EDI for at least several years and has long-established
relationships with the users of EDI, including many of our prospective
customers.
If we are successful in utilizing our ICC.NET platform to provide new
services, we may enter into different markets and may face the same or
additional competitors, most of which will have substantially greater financial
and other resources than we do.
If we cannot successfully expand our business outside of the United
States, our revenues and operating results will be adversely affected. Our
current and future customers are conducting their businesses internationally. As
a result, an important component of our
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business strategy is to expand our international marketing and sales efforts and
if we do not successfully expand our business in this way, we may lose current
and future customers. Although we have established alliances with Cable &
Wireless and ThyssenKrupp to sell our service in certain foreign markets, we
cannot predict their success. In addition, our potential new service offerings
may involve delivery of data and use of the Internet in other countries which
currently have or may enact laws or regulations that restrict our ability to
deliver data or use the Internet or that impose significant taxes for doing so.
Loss of customers and restrictions on delivery of data and use of the Internet
will adversely affect our business, operating results and financial condition.
If we cannot hire and retain highly qualified employees, our business and
financial results will suffer. We are substantially dependent on the continued
services and performance of our executive officers and other key employees.
Competition for employees in our industry is intense. If we are unable to
attract, assimilate and retain highly qualified employees, our management may
not be able to effectively manage our business, exploit opportunities and
respond to competitive challenges and our business and financial results will
suffer. Many of our competitors may be able to offer more lucrative compensation
packages which include stock options and other stock-based compensation and
higher-profile employment opportunities than we can.
We depend on our intellectual property, which may be difficult and costly
to protect. Other than our decryption/logging/branding patent, our intellectual
property consists of proprietary or confidential information that is not
currently subject to patent or similar protection. CommerceSense, ICC.NET and
B2B4B2C have been registered as trademarks. The applications to register AUDINET
and B to B for B to C have now been allowed as trademarks and await
registration. We intend to apply for additional name and logo marks in the
United States and in foreign jurisdictions. No assurance can be given that
registrations will be issued on the non-allowed applications or that interested
third parties will not petition the United States Patent and Trademark Office to
cancel our registration. We may not be able to protect these trademarks. If our
competitors or others adopt product or service names similar to ICC.NET, it may
impede our ability to build brand identity and customer loyalty. We may need to
file lawsuits to defend the validity of our intellectual property rights and
trade secrets, or to determine the validity and scope of the proprietary rights
of others. Litigation is expensive and time-consuming and could divert
management's attention away from running our business.
The validity, enforceability and scope of protection of some types of
proprietary rights in Internet-related businesses are uncertain and still
evolving. If unauthorized third parties try to copy our service or our business
model or use our confidential information to develop competing services, we may
lose customers and our business could suffer. We may not be able to effectively
police unauthorized use of our technology because policing is difficult and
expensive. In particular, the global nature of the Internet makes it difficult
to control the ultimate destination or security of software or other data
transmitted. The laws of other countries may not adequately protect our
intellectual property.
Intellectual property infringement claims against us could harm our
business. Our business activities and our ICC.NET service may infringe upon the
proprietary rights of others and other parties may assert infringement claims
against us. Any such claims and any resulting
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litigation could subject us to significant liability for damages and could
result in invalidation of our proprietary rights. We could be required to enter
into costly and burdensome royalty and licensing agreements, which may not be
available on terms acceptable to us, or may not be available at all.
We may suffer systems failures and business interruptions which would harm
our business. Our success depends in part on the efficient and uninterrupted
operation of our service that is required to accommodate a high volume of
traffic. Almost all of our network operating systems are located at the
Securities Industry Automation Corporation, or SIAC. SIAC runs all computing
operations for the New York Stock Exchange and the American Stock Exchange. Our
systems are vulnerable to events such as damage from fire, power loss,
telecommunications failures, break-ins and earthquakes. This could lead to
interruptions or delays in our service, loss of data or the inability to accept,
transmit and confirm customer documents and data. Our business may suffer if our
service is interrupted. Although we have implemented network security measures,
our servers may be vulnerable to computer viruses, electronic break-ins,
attempts by third parties deliberately to exceed the capacity of our systems and
similar disruptions.
Risks Relating to the Internet and Online Commerce Aspects of Our Business
If Internet usage does not continue to grow or its infrastructure fails,
our business will suffer. If the Internet does not gain increased acceptance for
business-to-business electronic commerce, our business will not grow or become
profitable. We cannot be certain that the infrastructure or complementary
services necessary to maintain the Internet as a useful and easy means of
transferring documents and data will continue to develop. The Internet
infrastructure may not support the demands that growth may place on it and the
performance and reliability of the Internet may decline.
Privacy concerns may prevent customers from using our services. Concerns
about the security of online transactions and the privacy of users may inhibit
the growth of the Internet as a means of delivering business documents and data.
We may need to incur significant expenses and use significant resources to
protect against the threat of security breaches or to alleviate problems caused
by security breaches. We rely upon encryption and authentication technology to
provide secure transmission of confidential information. If our security
measures do not prevent security breaches, we could suffer operating losses,
damage to our reputation, litigation and possible liability. Advances in
computer capabilities, new discoveries in the field of cryptography or other
developments that render current encryption technology outdated may result in a
breach of our encryption and authentication technology and could enable an
outside party to steal proprietary information or interrupt our operations.
Failure of our third-party providers to provide adequate Internet and
telecommunications service could result in significant losses of revenue. Our
operations depend upon third parties for Internet access and telecommunications
service. Frequent or prolonged interruptions of these services could result in
significant losses of revenues. Each of them has experienced outages in the past
and could experience outages, delays and other difficulties due to system
failures unrelated to our on-line architecture. These types of occurrences could
also cause users to perceive our services as not functioning properly and
therefore cause them to use
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other methods to deliver and receive information. We have limited control over
these third parties and cannot assure you that we will be able to maintain
satisfactory relationships with any of them on acceptable commercial terms or
that the quality of services that they provide will remain at the levels needed
to enable us to conduct our business effectively.
Government regulation and legal uncertainties relating to the Internet
could harm our business. Changes in the regulatory environment in the United
States and other countries could decrease our revenues and increase our costs.
The Internet is largely unregulated and the laws governing the Internet remain
unsettled, even in areas where there has been some legislative action. It may
take years to determine whether and how existing laws such as those governing
intellectual property, privacy and taxation apply to the Internet. In addition,
because of increasing popularity and use of the Internet, any number of laws and
regulations may be adopted in the United States and other countries relating to
the Internet or other online services covering issues such as:
o user privacy;
o security;
o pricing and taxation;
o content; and
o distribution.
Costs of transmitting documents and data could increase, which would harm
our business and operating results. The cost of transmitting documents and data
over the Internet could increase. We may not be able to increase our prices to
cover these rising costs. Also, foreign and state laws and regulations relating
to the provision of services over the Internet are still developing. If
individual states or foreign countries impose taxes or laws that negatively
impact services provided over the Internet, our cost of providing our ICC.NET
and other services may increase.
Risks Relating to this Offering
Shares eligible for future sale by our existing stockholders may adversely
affect our stock price and may render it difficult to sell class A common stock.
The average weekly trading volume of our class A common stock on The Nasdaq
SmallCap Market was, approximately, 809,100 shares during the quarter ended June
30, 2000 and 270,400 shares for the period from July 1, 2000 to September 19,
2000. Since September 20, 2000, our class A common stock has been traded on the
Nasdaq National Market. The average weekly trading volume of our class A common
stock on the Nasdaq National Market was, approximately, 566,000 shares for the
period from September 22, 2000 to December 31, 2000. The average weekly trading
volume of our class A common stock on the Nasdaq National Market was,
approximately, 284,600 shares for the period from January 1, 2001 to June 1,
2001. On October 18, 1999, our registration statement on form S-3 became
effective. This registration statement covers the sale of up to 5,476,280 shares
of class A common stock by holders of our class A common stock and holders of
our series A preferred stock, class B common stock and warrants that may be
converted into or exchanged for class A common stock, of which 798,357 shares
have not been sold as of the date of this prospectus. On March 1, 2000, another
registration statement on form S-3 became effective. This registration statement
covers the sale of up to
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955,289 shares of class A common stock by holders of our class A common stock
and by holders of our series A preferred stock and warrants that may be
converted into or exchanged for class A common stock, of which 212,854 shares
have not been sold as of the date of this prospectus. In connection with our
acquisition of IDC, we filed a registration statement on form S-3, which became
effective on December 7, 2000, covering the resale of up to 238,579 shares of
our class A common stock, none of which have been sold as of the date of this
prospectus. The market price of our class A common stock could be materially and
adversely affected by sales of even a small percentage of these shares or the
perception that these sales could occur.
Our stock price may be extremely volatile and this volatility could affect
your ability to sell your shares of class A common stock at a favorable price.
From January 1, 2001 through June 1, 2001, the price of our class A common stock
has fluctuated from a low of $1.86 to a high of $7.50. The market price of our
class A common stock is likely to fluctuate substantially in the future. In the
past, companies that have experienced volatility in the market price of their
stock have been subject to securities class action litigation. If we were
subject to a securities class action lawsuit, it could result in substantial
costs and a significant diversion of resources, including management time and
attention.
The market for our class A common stock may be illiquid, which would
restrict your ability to sell your shares of class A common stock. Our class A
common stock is currently trading on the Nasdaq National Market. A purchaser of
the shares of class A common stock covered by this prospectus may not be able to
find a buyer for the portion of the shares of class A common stock the purchaser
wishes to sell at an acceptable price. It is possible that the trading market
for the class A common stock in the future will be thin and illiquid, which
could result in increased volatility in the trading prices for our class A
common stock. The price at which our class A common stock will trade in the
future cannot be predicted and will be determined by the market. The price may
be influenced by investors' perceptions of our business, financial condition and
prospects, the use of the Internet for business purposes and general economic
and market conditions.
If we lose our $58 million net operating loss carryforward, our financial
results will suffer. Section 382 of the Internal Revenue Code contains rules
designed to discourage persons from buying and selling the net operating losses
of companies. These rules generally operate by focusing on ownership changes
among stockholders owning directly or indirectly 5% or more of the common stock
of a company or any change in ownership arising from a new issuance of stock by
a company. In general, the rules limit the ability of a company to utilize net
operating losses after a change of ownership of more than 50% of its common
stock over a three-year period. Purchases of our class A common stock in amounts
greater than specified levels could inadvertently create a limitation on our
ability to utilize our net operating losses for tax purposes in the future. We
are currently subject to a limitation on the utilization of our net operating
loss carryforward and we may suffer further limitation as a result of sales of
class A common stock covered by this prospectus.
Our board of directors can issue preferred stock with rights adverse to
the holders of class A common stock. Our board of directors is authorized,
without further stockholder approval, to determine the provisions of and to
issue up to 4,979,825 shares of preferred stock. Issuance of preferred shares
with rights to dividends and other distributions, voting rights or
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other rights superior to the class A common stock could be adverse to the
holders of class A common stock.
We may have to spend significant resources indemnifying our officers and
directors or paying for damages caused by their conduct. The Delaware General
Corporation Law provides for broad indemnification by corporations of their
officers and directors and permits a corporation to exculpate its directors from
liability for their actions. Our bylaws and certificate of incorporation
implement this indemnification and exculpation to the fullest extent permitted
under this law as it currently exists or as it may be amended in the future.
Consequently, subject to this law and to some limited exceptions in our
certificate of incorporation, none of our directors will be liable to us or to
our stockholders for monetary damages resulting from conduct as a director.
FORWARD-LOOKING STATEMENTS
This prospectus contains a number of forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Specifically, all statements other than
statements of historical facts included in this prospectus, or incorporated by
reference in this prospectus, regarding our financial position, business
strategy and plans and objectives of management for future operations are
forward-looking statements. These forward-looking statements are based on the
beliefs of management, as well as assumptions made by and information currently
available to management. When used in this prospectus, including the information
incorporated by reference, the words anticipate, believe, estimate, expect, may,
will, continue, intend and plan and words or phrases of similar import, as they
relate to our financial position, business strategy and plans, or objectives of
management, are intended to identify forward-looking statements. These
cautionary statements reflect our current view regarding future events and are
subject to risks, uncertainties and assumptions related to various factors which
include but may not be limited to those listed under the heading Risk Factors
starting on page 4 and other cautionary statements in this prospectus and in the
information incorporated in this prospectus by reference.
Although we believe that our expectations are reasonable, we cannot assure
you that our expectations will prove to be correct. Based upon changing
conditions, should any one or more of these risks or uncertainties materialize,
or should any underlying assumptions prove incorrect, actual results may vary
materially from those described in this prospectus as anticipated, believed,
estimated, expected, intended or planned. All subsequent written and oral
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by these cautionary statements.
USE OF PROCEEDS
The selling stockholders are selling all the shares of class A
common stock covered by this prospectus for their own account. We will not
receive any proceeds from the sale of these shares of class A common stock.
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BUSINESS
Internet Commerce Corporation, or ICC
Business Description
Internet Commerce Corporation is a leader in the e-commerce
business-to-business communication services market that provides complete EC
infrastructure solutions.
Our business operates in three segments. These three segments are:
o ICC.NET (formerly named CommerceSense(TM)) - Our ICC.NET service, the
company's global Internet-based value added network or VAN, uses the Internet
and our proprietary technology to deliver our customers' documents and data
files to members of their trading communities, many of which may have
incompatible systems, by translating the documents and data files into any
format required by the receiver. We believe that our ICC.NET service has
significant advantages over traditional VANs, and email-based and other
Internet-based systems, because our service has lower cost, higher level of
service, greater transmission speed and more features. ICC.NET provides the
following services:
o Traditional VAN services -- our ICC.NET service provides the
full suite of traditional VAN services, but uses the Internet
to provide cost savings and increased capabilities for our
customers;
o EDI for web-based retailers -- our ICC.NET service provides an
electronic document and data file delivery link between
web-based retailers and their vendors that require that
documents and data files be transmitted using electronic data
interchange, or EDI, format;
o EDI to fax service -- our ICC.NET service can translate
electronic documents into fax format and send the documents by
fax to our customers' trading partners that cannot receive
electronically transmitted documents; and
o Large-scale electronic document management and delivery -- our
ICC.NET service can transmit large-scale non-EDI electronic
documents and data files and provides real-time delivery,
archiving, security, authentication and audit services.
o Professional Services - Our professional services segment facilitates
the development and operations of comprehensive business-to-business
e-commerce solutions. We provide the following professional services:
o EC infrastructure solutions by providing mission critical
e-commerce consulting, software, outsourced services,
translation/mapping and technical resource management.
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o On-site and off-site data mapping services to maximize
productivity and efficiency in managing inter-company and
intra-company data transaction requirements.
o A series of product-independent one-day EDI seminars for
e-commerce users. The seminars are hosted by leading
universities and training facilities in the United States. We
also develop in-house EDI training programs.
o Service Bureau - Our service bureau manages and translates the data of
small and mid-sized companies that exchange EDI data with large companies
and provides the following services:
o Receives electronic purchase orders from large retailers and
converts the purchase orders into hard copies for their
suppliers that are our customers.
o Converts paper invoices for our customers into EDI which is
transmitted to the large companies.
o Provides UPC (Universal Product Code ) services for ASN
(Advanced Ship Notice) Casing & UCC (Uniform Code Council) 128
labels.
o Maintains UPC catalogs for its customers allowing the
customers to generate the UPC numbers and tickets for the
items in the UPC catalogs.
Business Strategy
We believe that our ICC.NET service provides a platform with many
applications that will allow our customers to integrate a substantial portion of
their document and data file delivery methods into a single, seamless process
with significantly less administrative effort and cost. We intend to continue to
market ICC.NET to new customers with an increasing focus on industries in which
ICC.NET has enjoyed significant penetration and revenues. Those industries
include book retailing and publishing, pharmaceutical manufacturing, footwear
manufacturing, office supplies and transportation logistics.
Additionally, we will focus on marketing ICC.NET to other members of the
trading communities of our existing customers and we will pursue opportunities
to cross-sell our services to the customers of our several business segments.
The address of our principle executive office is 805 Third Avenue, New York, New
York 10022. Our telephone number at that address is (212) 271-7640.
SELLING STOCKHOLDERS
On November 6, 2000, we acquired RTCI by merger. The selling stockholders
received their shares of class A common stock in exchange for their ownership
interests in RTCI. In addition, warrants to purchase shares of common stock of
RTCI held by certain selling
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stockholders were converted in the RTCI Merger into warrants to purchase an
aggregate of 45,760 shares of ICC class A common stock.
The table below sets forth information, as of June 6, 2001, regarding the
beneficial ownership of the shares of class A common stock by the selling
stockholders. The information regarding the selling stockholders' beneficial
ownership after this offering assumes that all the shares of class A common
stock offered by this prospectus are sold. The presentation is based on
9,659,262 shares of our class A common stock outstanding as of June 6, 2001,
which includes all of the shares of class A common stock being offered by this
prospectus.
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- -------------------------------------------------------------------------------------------------------------
Number of
Shares
Of Class A Class A Common Stock
Common Stock Number of Beneficially Owned
Beneficially Shares of Class A After Offering
Owned Common Stock ------ --------
Selling Stockholders Before Offering Offered Number Percent
- -------------------------------------------------------------------------------------------------------------
Blue Water Venture Fund 763,638 763,638 0 *
II, LLC
Jennifer M. Boyle 1,048 1,048 0 *
Benjamin T. Brooks III 3,048** 3,048** 0 *
Judith A. Butler 1,048 1,048 0 *
Norbert Duttlinger 1,048 1,048 0 *
Louis R. Fattarusso, Jr 699 699 0 *
Joseph T. Freeman 1,048 1,048 0 *
Tammy L. Kinane 262 262 0 *
Jeffrey W. LeRose 1,754,675 1,754,675 0 *
Joanne F. LeRose 10,476 10,476 0 *
Joanne F. LeRose as 1,048 1,048 0 *
Trustee FBO Kaitlin
Butler
Joanne F. LeRose as 1,048 1,048 0 *
Trustee FBO Evan Boyle
Joanne F. LeRose as 1,048 1,048 0 *
Trustee FBO Kayla Boyle
Janine K. LeRose 1,048 1,048 0 *
Marion Bass Securities 27,036** 27,036** 0 *
Corporation
Dean C. Paizis 1,048 1,048 0 *
Rene Matthews Usher 14,834** 14,834** 0 *
Kenneth W. Vanderford 5,238 5,238 0 *
Crystal Yannell 1,048 1,048 0 *
- ------------
* Less than 1%
** Consists of shares issuable upon exercise of warrants
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PLAN OF DISTRIBUTION
ICC is registering the shares of class A common stock on behalf of the
selling stockholders. As used herein, "selling stockholders" includes donees and
pledgees selling shares of class A common stock received from a named selling
stockholder after the date of this prospectus. We anticipate that the selling
stockholders may sell all or a portion of the shares of class A common stock
offered by this prospectus from time to time on the Nasdaq National Market, on
other securities exchanges or in private transactions, at fixed prices, at
market prices prevailing at the time of sale or at prices reasonably related to
the market price, at negotiated prices, or by a combination of these methods of
sale through:
o ordinary brokerage transactions and transactions in which the broker
solicits purchases;
o sales to one or more brokers or dealers as principal, and the resale by
those brokers or dealers for their account, including resales to other
brokers and dealers;
o block trades in which a broker or dealer will attempt to sell the shares
of class A common stock as agent but may position and resell a portion of
the block as principal to facilitate the transaction; or
o privately negotiated transactions with purchasers.
We are not aware as of the date of this prospectus of any agreements
between the selling stockholders and any broker-dealers regarding the sale of
the shares of class A common stock offered by this prospectus, although we have
made no inquiry in that regard. In connection with distributions of the shares
of class A common stock, the selling stockholders may enter into hedging
transactions with broker-dealers. In connection with these transactions:
o broker-dealers may engage in short sales of the shares of class A common
stock covered by this prospectus in the course of hedging the positions
they assume with selling stockholders;
o the selling stockholders may sell shares of class A common stock short and
deliver the shares of class A common stock offered by this prospectus to
close out their short positions;
o the selling stockholders may enter into option or other transactions with
broker-dealers that require the delivery to the broker-dealer of the
shares of class A common stock offered by this prospectus, which the
broker-dealer may resell according to this prospectus; and
o the selling stockholders may pledge the shares of class A common stock
offered by this prospectus to a broker or dealer and upon a default, the
broker or dealer may effect sales of the pledged shares of class A common
stock according to this prospectus.
The selling stockholders and any broker, dealer or other agent executing
sell orders on behalf of the selling stockholders may be considered to be
underwriters within the meaning of the Securities Act. If so, commissions
received by any of these brokers, dealers or agents and
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profit on any resale of the shares of class A common stock may be considered to
be underwriting commissions under the Securities Act. These commissions received
by a broker, dealer or agent may be in excess of customary compensation.
All costs, fees and expenses of registration incurred in connection with
the offering will be borne by us. All selling and other expenses incurred by the
selling stockholders will be borne by the selling stockholders.
The selling stockholders also may resell all or a portion of the shares of
class A common stock offered by this prospectus in reliance upon Rule 144 under
the Securities Act of 1933, provided that they meet the criteria and conform to
the requirements of that Rule.
We have notified the selling stockholders that they will be subject to
applicable provisions of the Securities Exchange Act of 1934 and its rules and
regulations, including, among others, Rule 102 under Regulation M. These
provisions may limit the timing of purchases and sales of any of the shares of
class A common stock by the selling stockholders. Rule 102 under Regulation M
provides, with some exceptions, that it is unlawful for the selling stockholders
or their affiliated purchasers to, directly or indirectly, bid for or purchase,
or attempt to induce any person to bid for or purchase, for an account in which
the selling stockholders or affiliated purchasers have a beneficial interest,
any securities that are the subject of the distribution during the applicable
restricted period under Regulation M. All of the above may affect the
marketability of the shares of class A common stock. To the extent required by
law, we may require the selling stockholders, and their brokers if applicable,
to provide a letter that acknowledges compliance with Regulation M under the
Exchange Act before authorizing the transfer of the selling stockholders' shares
of class A common stock.
DESCRIPTION OF SECURITIES
The following summary description of the material terms of our capital
stock and warrants is not intended to be complete. Since the terms of our
capital stock must comply with the provisions of our certificate of
incorporation and bylaws, which are included as exhibits to the registration
statement, and the Delaware General Corporation Law, you should read our
certificate of incorporation and bylaws very carefully. The relevant provisions
of our certificate of incorporation and bylaws and the Delaware General
Corporation Law are discussed under the heading Delaware Law and Certificate of
Incorporation and Bylaw Provisions beginning on page 22 of this prospectus.
We have the authority to issue up to 40,000,000 shares of class A common
stock, 2,000,000 shares of class B common stock, 2,000,000 shares of class E-1
common stock, 2,000,000 shares of class E-2 common stock and 5,000,000 shares of
preferred stock, which includes 10,000 shares of series A preferred stock, 175
shares of series S preferred stock and 10,000 shares of series C preferred
stock.
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Common Stock
Class A common stock
As of June 6, 2001, there were 9,659,262 shares of class A common stock
outstanding, held of record by approximately 300 stockholders. Class A common
stock is currently traded on the Nasdaq National Market under the symbol ICCA.
Holders of class A common stock are entitled to one vote per share on all
matters to be voted on by our common stockholders. Subject to the preferences of
the preferred stock, the holders of class A common stock are entitled to a
proportional distribution of any dividends that may be declared by the board of
directors, provided that if any distributions are made to the holders of class A
common stock, identical per-share distributions must be made to the holders of
the class B common stock, even if the distributions are in class A common stock.
In the event of a liquidation, dissolution or winding up of ICC, the holders of
class A common stock are entitled to share equally with holders of the class B
common stock in all assets remaining after liabilities and amounts due to
holders of preferred stock have been paid in full or set aside. Class A common
stock has no preemptive, redemption or conversion rights. The rights of holders
of common stock are subject to, and may be adversely affected by, the rights of
the holders of shares of series A preferred stock, series S preferred stock,
series C preferred stock or any other series of preferred stock that ICC may
designate and issue in the future.
Class B common stock
As of June 6, 2001, there were 2,574 shares of class B common stock
outstanding, held of record by three stockholders.
Class B common stock is convertible into class A common stock on a
one-for-one basis both upon request of the holder of the class B common stock or
automatically upon transfer of the class B common stock to a stockholder that
does not hold any class B common stock before the transfer. Class B common stock
is entitled to six votes per share rather than one vote per share, but in all
other respects each share of class B common stock is identical to one share of
class A common stock.
Preferred Stock
Our certificate of incorporation authorizes our board of directors,
without any approval of our stockholders, to issue up to 5,000,000 shares of
preferred stock from time to time and in one or more series and to fix the
number of shares of any series and the designation, conversion, dividend and
other rights of the series. The board of directors has designated 10,000 shares
of preferred stock as series A preferred stock, 175 shares of preferred stock as
series S preferred stock and 10,000 shares of preferred stock as series C
preferred stock.
Future issuances of preferred stock may have the effect of delaying or
preventing a change in control of ICC. The issuance of preferred stock could
decrease the amount of earnings and assets available for distribution to the
holders of common stock or could adversely affect the rights and powers,
including voting rights, of the holders of our common stock. In some
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circumstances, the issuance of preferred stock could have the effect of
decreasing the market price of our common stock.
Series A preferred stock
As of June 6, 2001, ICC had 525 shares of series A preferred stock
outstanding, held by nine stockholders.
Series A preferred stock is convertible, at the option of the holder, into
class A common stock. Each share of series A preferred stock is convertible into
a number of shares of class A common stock determined by dividing $1,000 by 75%
of the average market price of the class A common stock for the ten trading days
before the conversion date. However,
o if 75% of the average market price is less than $3 per share, the
series A preferred stock provides that 75% of the average market
price will be considered to be $3 per share, which results in a
maximum of 333 shares which may be issued upon conversion of one
share of series A preferred stock; and
o if 75% of the average market price is greater than $5 per share, the
series A preferred stock provides that 75% of the average market
price will be considered to be $5 per share, which results in a
minimum of 200 shares which may be issued upon conversion of one
share of series A preferred stock.
If all of the series A preferred stock were converted on June 6, 2001, 175,000
shares of class A common stock would be issued in this conversion. The minimum
and maximum conversion rates apply even if at the time of conversion the class A
common stock is not traded on the Nasdaq National Market. No fewer than 25
shares may be converted at one time unless the holder then holds fewer than 25
shares and converts all of the holder's shares at that time.
Series A preferred stock is redeemable, in whole or in part, by ICC,
commencing on the third anniversary of the date of issuance. The redemption
price for each share of series A preferred stock is $1,000 plus unpaid
dividends. Notice of redemption must be given 30 days before the redemption
date.
Subject to the rights of stockholders holding any series of ICC preferred
stock that is senior to the series A preferred stock, upon a liquidation,
dissolution or winding up of ICC, the holders of series A preferred stock are
entitled to receive an amount equal to $1,000 per share of series A preferred
stock before any distribution is made to holders of common stock.
The holders of the outstanding shares of series A preferred stock are
entitled to a 4% annual dividend payable in cash or in shares of class A common
stock, at the option of ICC. These dividends are payable on each July 1 and
commenced on July 1, 1999. ICC elected to issue 14,641 shares of class A common
stock in payment of the dividend due on July 1, 1999 and a total of $181,772 in
cash in payment of the dividend due on July 1, 2000. The Board of Directors of
ICC has declared a dividend payable in shares of class A common stock on July 1,
2001.
Series A preferred stock has no voting rights except as expressly required
by law.
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Series S preferred stock
As of July 1, 1999, ICC had no outstanding shares of series S preferred
stock. ICC does not intend to issue any shares of series S preferred stock in
the future.
Series C preferred stock
As of June 6, 2001, ICC had 10,000 shares of series C preferred stock
outstanding, held by one stockholder.
Series C preferred stock is convertible, at the option of the holder, into
class A common stock. Each share of series C preferred stock is convertible into
a number of shares of class A common stock determined by dividing $1,000 by the
conversion price at the date of conversion. The initial conversion price for the
series C preferred stock is $22.34 per share, which is subject to adjustment in
the case of a reclassification, subdivision or combination of ICC's common stock
and upon a consolidation, merger or sale of substantially all of the assets of
ICC.
Series C preferred stock is redeemable, in whole or in part, by ICC,
commencing on the fifth anniversary of the date of issuance. The redemption
price for each share of series C preferred stock is $1,000 plus unpaid
dividends. Notice of redemption must be given not less than fifteen days nor
more than 45 days before the redemption date.
Upon a liquidation, dissolution or winding up of ICC, the holders of
series C preferred stock are entitled to receive an amount equal to $1,000 per
share of series C preferred stock plus unpaid dividends before any distribution
is made to holders of series A preferred stock or common stock.
The holders of the outstanding shares of series C preferred stock are
entitled to a 4% annual dividend payable in cash or in shares of class A common
stock, at the option of ICC. These dividends are payable on each January 1 and
commenced on January 1, 2001.
Each share of series C preferred stock is entitled to a number of votes
equal to the number of whole shares of common stock into which each share of
series C preferred is convertible as of the record date for the determination of
stockholders entitled to vote on any matter submitted to stockholders.
Warrants
As of June 6, 2001, there were 234,140 class A warrants outstanding. Each
class A warrant entitles the holder upon exercise to purchase 1.36891 shares of
class A common stock and one class B warrant, which is described below. Each
class A warrant is exercisable for $29.16 and expires in February 2002.
As of June 6, 2001, there were 263,835 class B warrants outstanding. Each
class B warrant entitles the holder upon exercise to purchase 1.36891 shares of
class A common stock. Each class B warrant is exercisable for $39.23 and expires
in February 2002.
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The class A and class B warrants are traded in the over-the-counter market
on the OTC Bulletin Board. The number of class A and class B warrants and the
exercise prices of the class A and class B warrants are subject to adjustment in
the event of any subdivision or combination of the outstanding class A common
stock, any stock dividend payable in shares of class A common stock paid to
holders of class A common stock, or any sale of any shares of class A common
stock, or of any rights, warrants, options or securities convertible into or
exercisable for class A common stock, for consideration valued at less than the
market price of the class A common stock at that time.
The class A and class B warrants are subject to redemption by ICC, at
$0.25 per class A or class B warrant, on not less than 30 days notice in the
event that the average closing bid price for the class A common stock, if the
class A common stock is then traded on the Nasdaq National Market, or the last
reported sales price, if the class A common stock is then traded on a national
securities exchange, exceeds $44.50 in the case of the redemption of the class A
warrants and $61.25 in the case of the redemption of the class B warrants, for
the thirty consecutive business days ending within 15 days of the date of the
notice of redemption. All warrants of a class must be redeemed if any of that
class are redeemed. The date set for redemption of the class B warrants may not
be earlier than 31 days after the date set for redemption of the class A
warrants. The rights of holders of class A and class B warrants to exercise the
warrants terminate at 5:00 p.m., New York time, on the business day immediately
preceding the date set for redemption.
Investors in our 1998 bridge financing purchased 10% notes with warrants
attached. For each $1 of notes, a purchaser was entitled to 0.3 warrants and we
issued a total of 778,500 warrants in this transaction. Each of these warrants
entitles the holder upon exercise to purchase one share of class A common stock
for $2.50. These warrants expire between December 2001 and July 2002. As of June
6, 2001, there were 116,000 of these warrants outstanding.
Three finders introduced us to investors in our 1998 bridge financing and
received a total of 66,600 warrants for these services. Each of these warrants
entitles the holder upon exercise to purchase one share of class A common stock
for $2.50. These warrants expire between July 2001 and January 2002. As of June
6, 2001, there were 8,910 of these warrants outstanding.
Several NASD registered broker/dealers provided services in connection
with our April 1999 private placement of series A preferred stock and received a
total of 173,250 warrants for these services. Each of these warrants entitles
the holder upon exercise to purchase one share of class A common stock for $5.00
and expires in April 2002. As of June 6, 2001, there were 43,350 of these
warrants outstanding.
The warrants issued in our 1998 bridge financing to investors and finders
are redeemable by ICC for $2.50 per warrant within 10 days of mailing an
acceleration notice at any time after one year from issuance if the bid price of
the class A common stock exceeds $7.50 subject to adjustment for stock splits,
dividends or combinations for 10 consecutive trading days.
The number and exercise price of the warrants issued to financial advisors
in connection with our 1998 bridge financing and our April 1999 private
placement are subject to adjustment in the event of any stock dividend payable
in shares of class A common stock paid to holders of
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class A common stock or any subdivision or combination of the outstanding class
A common stock.
In April 1999, Richard Blume received 18,000 warrants for consulting
services performed for ICC. Each of these warrants entitles the holder upon
exercise to purchase one share of class A common stock for $9.94. As of June 6,
2001, all of these warrants were outstanding.
In connection with our strategic global alliance with Cable & Wireless, we
issued to Cable & Wireless 400,000 warrants to purchase shares of our class A
common stock. Each of these warrants entitles the holder upon exercise to
purchase one share of class A common stock for $22.21 per share and expires in
January 2005. The number and exercise price of these warrants are subject to
adjustment in the event of any stock dividend payable in shares of class A
common stock paid to holders of class A common stock or any subdivision or
combination of the outstanding class A common stock. As of June 6, 2001, all of
these warrants were outstanding.
In connection with the RTCI Merger, warrants to purchase shares of RTCI
common stock were converted into warrants to purchase an aggregate of 45,760
shares of ICC class A common stock at $5.77 per share.
Delaware Law and Certificate of Incorporation and Bylaw Provisions
The following is a summary description of material provisions of the
Delaware General Corporation Law and our certificate of incorporation and
bylaws. For further information you should refer to our certificate of
incorporation and bylaws.
We must comply with the provisions of Section 203 of the Delaware General
Corporation Law. Section 203 prohibits a publicly-held Delaware corporation from
engaging in a business combination with an interested stockholder for three
years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
A business combination includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder. An interested
stockholder is generally a person who, together with affiliates and associates,
owns, or within the past three years did own, 15% of the corporation's voting
stock.
There are provisions in our certificate of incorporation, our bylaws and
Delaware law that make it more difficult for a third party to obtain control of
ICC, even if doing so would be beneficial to our stockholders. This could
depress our stock price. However, these provisions enhance the likelihood of
continuity and stability in the composition of the policies formulated by the
board of directors. In addition, these provisions are intended to ensure that
the board of directors will have sufficient time to act in what it believes to
be in the best interests of ICC and its stockholders. These provisions also are
designed to reduce the vulnerability of ICC to an unsolicited proposal for a
takeover of ICC that does not contemplate the acquisition of all of its
outstanding shares or an unsolicited proposal for the restructuring or sale of
all or part of ICC. The provisions are also intended to discourage some tactics
that may be used in proxy fights.
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Classified Board of Directors
Our board of directors is divided into three classes of directors. The
classes are as nearly equal in number as possible and serve staggered three-year
terms. One class of directors is elected each year to serve a three-year term.
The classified board provision will help to assure the continuity and stability
of the board of directors and the business strategies and policies of ICC as
determined by the board of directors. The classified board provision could have
the effect of discouraging a third party from making a tender offer for our
shares or attempting to obtain control of ICC. In addition, the classified board
provision could delay stockholders who do not agree with the policies of the
board of directors from removing a majority of the board of directors for two
years.
Indemnification
We have included in our certificate of incorporation and bylaws provisions
to (1) eliminate the personal liability of our directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by the
Delaware General Corporation Law and (2) indemnify our directors and officers to
the fullest extent permitted by the Delaware General Corporation Law, including
circumstances in which indemnification is discretionary.
We believe that these provisions are necessary to attract and retain
qualified persons as directors and officers.
Transfer Agent and Registrar
The transfer agent and registrar for our class A common stock is American
Stock Transfer and Trust Company.
LEGAL MATTERS
The legality of the shares of class A common stock being offered by this
prospectus has been passed upon by Kramer Levin Naftalis & Frankel LLP, New
York, New York.
EXPERTS
The financial statements incorporated in this prospectus by reference from
Internet Commerce Corporation's Annual Report on Form 10-KSB for the year ended
July 31, 2000 have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which is incorporated herein by reference, and has
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
Richard A. Eisner & Company, LLP, our previous independent auditors, have
audited our financial statements as of July 31, 1999, as stated in their report
included in our annual report on form 10-KSB for the year ended July 31, 2000,
which is incorporated in this prospectus by reference. Our financial statements
as of July 31, 1999 are incorporated by reference in reliance on Richard A.
Eisner & Company, LLP's report, given on their authority as experts in
accounting and auditing.
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The financial statements of Research Triangle Commerce, Inc. for the two
years ended December 31, 1999, incorporated in this Registration Statement on
form S-3 by reference to the Internet Commerce Corporation's Current Report on
form 8-K dated September 7, 2000, 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.
WHERE YOU CAN FIND MORE INFORMATION
o Government Filings. We file annual, quarterly and special reports,
proxy statements and other information with the SEC. Our SEC filings
are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at
the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may obtain information on the operation of the SEC's
public reference room in Washington, D.C. by calling the SEC at
1-800-SEC-0330.
We have filed with the SEC a registration statement on form S-3 to
register the shares of class A common stock to be offered. This prospectus is
part of that registration statement and, as permitted by the SEC's rules, does
not contain all the information included in the registration statement. For
further information about us and our class A common stock, you should refer to
that registration statement and to the exhibits and schedules filed as part of
that registration statement, as well as the documents we have incorporated by
reference which are discussed below. You can review and copy the registration
statement, its exhibits and schedules, as well as the documents we have
incorporated by reference, at the public reference facilities maintained by the
SEC as described above. The registration statement, including its exhibits and
schedules, are also available on the SEC's web site, given above.
o Stock Market. Shares of our class A common stock are traded on the
Nasdaq National Market.
o Information Incorporated by Reference. The SEC allows us to incorporate
by reference the information we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any further
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, until this offering has been completed:
o Our annual report on form 10-KSB for the year ended July 31, 2000;
o Our quarterly reports on form 10-Q for the quarters ended October
31, 2000, January 31, 2001 and April 30, 2001;
o Our current reports on form 8-K dated October 13, 2000, November 8,
2000, November 14, 2000 and November 16, 2000; and
o The description of our class A common stock contained in our Rule
424 prospectus filed with the SEC on June 18, 1995, including any
amendments or
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reports filed for the purpose of updating the description. See
also Description of Securities on pages 17 to 23 of this
prospectus.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Internet Commerce Corporation
805 Third Avenue
New York, New York 10022
(212) 271-7640
Attn: Victor Bjorge
We are not making an offer of these securities in any state where the offer
is not permitted. You should not assume that the information in this prospectus
or any prospectus supplement is accurate as of any date other than the date on
the front of those documents. We have not authorized anyone to provide you with,
and you should not rely on, information other than that which is in this
prospectus, any prospectus supplement or which is incorporated in this
prospectus by reference.
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