U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
_____________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 22, 2004
Commission File No. 000-24996
INTERNET COMMERCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3645702
(State of incorporation) (I.R.S. Employer Identification Number)
805 Third Avenue, 9th Floor
New York, New York 10022
(Address of principal executive offices, including zip code)
(212) 271-7640
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
This Current Report on Form 8-K/A amends and supplements the Current
Report on Form 8-K filed by Internet Commerce Corporation (the "Company") on
June 22, 2004 (the "Initial Form 8-K") to include financial statements and pro
forma financial information permitted pursuant to Item 7 of Form 8-K to be
excluded from the Initial Form 8-K and filed by amendment to the Initial Form
8-K no later than 60 days after the date the Initial Form 8-K was required to be
filed.
Item 2. Acquisition or Disposition of Assets
On June 22, 2004, Internet Commerce Corporation, a Delaware corporation
("Registrant"), completed the acquisition of Electronic Commerce Systems, Inc.,
a Georgia corporation ("ECS"). In accordance with the terms of the Agreement and
Plan of Merger, dated May 25, 2004 (the "Merger Agreement"), ICC Acquisition
Corporation, Inc., a Georgia corporation and a wholly-owned subsidiary of
Registrant, merged with and into ECS and ECS became a wholly-owned subsidiary of
Registrant (the "Merger"). Registrant has issued a total of 1,941,409 shares of
its class A common stock in connection with the Merger, of which 345,183 shares
were issued in exchange for approximately $471,000 of outstanding debt ECS owed
to certain of its shareholders and in payment of ECS's legal fees. The foregoing
description of the Merger Agreement and the Merger is qualified in its entirety
by reference to the Merger Agreement, the form of which was filed as an exhibit
to Registrant's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on May 25, 2004.
The Registrant has undertaken to file a registration statement under the
Securities Act of 1933, as amended, to cover the resale of its shares of class A
common stock issued pursuant to the Merger Agreement and to maintain the
effectiveness of the registration statement for one year from the completion of
the Merger.
A copy of the Registration Rights Undertaking was filed as an exhibit to
Registrant's Current Report on Form 8-K, filed with the Securities and Exchange
Commission on June 22, 2004. The foregoing description of this Registration
Rights Undertaking is qualified in its entirety by reference to the Registration
Rights Undertaking filed as an exhibit to such Current Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
The audited financial statements of Electronic Commerce Systems, Inc. for
the year ended December 31, 2003, together with the accompanying report of
Independent Registered Public Accounting Firm, are set forth in Exhibit
99.1.
The unaudited financial statements of Electronic Commerce Systems, Inc. as
of April 30, 2004 and for the four months ended April 30, 2004 and 2003
are set forth in Exhibit 99.2.
(b) Pro Forma Financial Information
The pro forma condensed combining financial information for Internet
Commerce Corporation and Electronic Commerce Systems, Inc. for the periods
reflected therein is set forth in Exhibit 99.3.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: August 17, 2004
INTERNET COMMERCE CORPORATION
By: /s/ Thomas J. Stallings
-----------------------------
Name: Thomas J. Stallings
Title: Chief Executive Officer