As filed with the Securities and Exchange Commission on September 8, 1997
Registration No. 333-_____
====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
INTERNET COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
-------------------------
COLORADO 84-1095516
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7100 EAST BELLEVIEW AVENUE
SUITE 201
ENGLEWOOD, COLORADO 80111
(303) 770-7600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
INTERNET COMMUNICATIONS CORPORATION
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
INTERNET COMMUNICATIONS CORPORATION
1996 INCENTIVE STOCK PLAN
(Full titles of plans)
-------------------------
PAUL W. GREIVING WITH A COPY TO:
CHIEF FINANCIAL OFFICER NICK NIMMO, ESQ.
7100 EAST BELLEVIEW AVENUE HOLME ROBERTS & OWEN LLP
SUITE 201 1700 LINCOLN, SUITE 4100
DENVER, COLORADO 80202 DENVER, COLORADO 80203
(303) 770-7600 (303) 866-0216
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
Common Stock, 915,000(1) $7.9375(1) $7,262,812 $2200.86 (2)
par value $.01
per share
====================================================================
(1) Calculated pursuant to Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the Commission by the
Company under the Exchange Act are herein incorporated by reference:
(a) The Company's Annual Report on Form 10-KSB for the year ended January
31, 1997, file no. 0-19578.
(b) The Company's Current Report on Form 8-K, as filed with the Commission
on May 27, 1997, file no. 0-19578.
(c) The Company's Quarterly Reports on Form 10-QSB for the quarter ended
April 30, 1997, file no. 0-19578.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (No. 33-43029), filed with the
Commission on November 9, 1993.
(e) All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of Common Stock.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein or contained 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 other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation provide that the Company has the
right and/or duty to indemnify a director of the Company to the extent provided
by statute and to indemnify any officer, employee or agent of the Company who is
not a director to the extent provided by law, or to a greater extent if
consistent with law and if provided by resolution of the shareholders or
directors, or in a contract.
Section 7-109-102 of the Colorado Business Corporation Act permits
indemnification of a director of a Colorado corporation, in the case of a third
party action, if the director (a) conducted himself in good faith, (b)
reasonably believed that (i) in the case of conduct in his official capacity,
his conduct was in the corporation's best interest, or (ii) in all other cases,
his conduct was not opposed to the corporation's best interest, and (c) in the
case of any criminal proceeding, had no reasonable cause to believe that his
conduct was unlawful. The section further provides for mandatory indemnification
of directors and officers who are successful on the merits or otherwise in
litigation.
The statute limits the indemnification that a corporation may provide
to its directors in two key respects. A corporation may not indemnify a director
in a derivative action in which the director is held liable to the corporation,
or in any proceeding in which the director is held liable on the basis of his
improper receipt of a personal benefit.
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The statute permits a corporation to indemnify and advance litigation
expenses to officers, employees and agents who are not directors to a greater
extent than directors if consistent with law and provided for by the articles of
incorporation, the bylaws, a resolution of directors or shareholders, or a
contract between the corporation and the officer, employee or agent.
8. EXHIBITS.
4.1 Internet Communications Corporation 1995 Non-Employee Director
Stock Option Plan.
4.2 Internet Communications Corporation 1996 Incentive Stock Plan. (1)
5.1 Opinion and Consent of Holme Roberts & Owen LLP.
23.1 Consent of Counsel. See Exhibit 5.1
23.2 Consent of Hein + Associates LLP
24.1 Power of Attorney. See the signature page hereof.
- --------------------
(1) Filed previously as an appendix to the Company's Proxy Statement filed in
connection with the July 10, 1997 Annual Meeting of Shareholders, and
incorporated herein by reference.
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, 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; and (3) to remove from registration by means of a
post-effective amendment any of the securities 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 of 1933, each filing of the
Company'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 of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Denver, State of Colorado, on the 2nd day of
September, 1997.
INTERNET COMMUNICATIONS CORPORATION
By: /s/ PAUL W. GREIVING
PAUL W. GREIVING
Treasurer
Each person whose signature appears below does hereby make, constitute and
appoint each of PAUL W. GREIVING and THOMAS C. GALLEY as such person's true and
lawful attorney-in-fact and agent, with full power of substitution,
resubstitution and revocation to execute, deliver and file with the Securities
and Exchange Commission, for and on such person's behalf, and in any and all
capacities, this Registration Statement on Form S-8, and any and all amendments
(including post-effective amendments) thereto, with all exhibits thereto and
other documents in connection therewith, granting unto said attorney-in-fact and
agent 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 such
person might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or such person's substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on September 2, 1997.
Name and Signature Title
- ------------------------- -----
/s/ THOMAS C. GALLEY Chairman, President and
- ------------------------------------ Chief Executive Officer
THOMAS C. GALLEY (Principal executive officer)
/s/ PAUL W. GREIVING Treasurer (Principal financial
- ------------------------------------ and accounting officer)
PAUL W. GREIVING
/s/ ARNELL J. GALLEY Secretary
- ------------------------------------
ARNELL J. GALLEY
Director
- ------------------------------------
JOSEPH P. NACCHIO
Director
- ------------------------------------
RICHARD T. LIEBHABER
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Director
- ------------------------------------
PETER A. GUGLIELMI
/s/ WILLIAM J. MAXWELL Director
- ------------------------------------
WILLIAM J. MAXWELL
/s/ JOHN M. COUZENS Director
- ------------------------------------
JOHN M. COUZENS
/s/ CRAIG D. SLATER Director
- ------------------------------------
CRAIG D. SLATER
EXHIBIT INDEX
Exhibit
No. Description
- - ------- -----------
4.1 Internet Communications Corporation 1995 Non-Employee Director
Stock Option Plan
4.2 Internet Communications Corporation 1996 Incentive Stock Plan. (1)
5.1 Opinion and Consent of Holme Roberts & Owen LLP.
23.1 Consent of Counsel. See Exhibit 5.1
23.2 Consent of Hein + Associates LLP
24.1 Power of Attorney. See the signature page hereof.
- --------------------
(1) Filed previously as an appendix to the Company's Proxy Statement filed in
connection with the July 10, 1997, Annual Meeting of Shareholders, and
incorporated herein by reference.
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EXHIBIT 4.1
INTERNET COMMUNICATIONS CORPORATION
EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose of the Plan.
The purpose of the Equity Plan for Corporate Non-Employee Directors
("Plan") is to advance the interests of INTERNET COMMUNICATIONS CORPORATION
("the Corporation") by encouraging and facilitating the acquisition of a larger
personal financial interest in the Corporation by non-employee corporate
directors upon whose judgment and interest the Corporation is heavily dependent
for the successful conduct of its operation. It is anticipated that the Plan
will encourage such directors to continue to serve as directors of the
Corporation and that the opportunity to obtain such a financial interest will
prove attractive to potential new directors and will assist the Corporation in
attracting such individuals to serve in that capacity. The Plan is an amendment
and restatement in its entirety of the 1995 Stock Option Plan for Non-Employee
Directors.
2. Definitions.
A. "1934 Act" means the Securities Exchange Act of 1934, as
amended.
B. "Board" means the Board of Directors of Internet
Communications Corporation, a Colorado corporation.
C. "Code" means the Internal Revenue Code of 1986, as amended.
D. "Common Stock" or "Stock" means the common stock of the
Corporation, no par value per share.
E. "Corporation" means Internet Communications Corporation, a
Colorado corporation.
F. "Fair Market Value" means an amount equal to the closing bid price
on the applicable date for sales of shares of Common Stock made and reported
through the Small Cap Market of the National Association of Securities Dealers,
Inc. or such national stock exchange on which the Stock may then be listed and
which constitutes the principal market for the Stock, or, if no sales of Stock
shall have been reported with respect to that date, on the next preceding date
with respect to which sales are reported.
G. "Grant Date" means the date on which any Option shall be duly
granted under Article 5 hereof or any Stock shall be duly granted under Article
12 hereof.
H. "Grantee" means an individual who has been granted an Option
or Stock under this Plan.
I. "Non-Employee Director" means any member of the Board who is
not an officer or full-time employee of the Corporation or any of its
subsidiaries or of Anschutz Company or any of the subsidiaries or affiliates of
Anschutz Company.
J. "Option" means an option granted under the Plan to purchase
shares of Common Stock.
K. "Option Agreement" means the agreement between the Corporation
and the Grantee evidencing the Option granted under the plan and specifying the
terms and conditions of such Option.
L. "Rule 16b-3" means Rule 16b-3 or any successor rule or rules
applicable to Options granted under the Plan promulgated by the Securities and
Exchange Commission under Section 16(b) of the 1934 Act.
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3. Shares Subject to the Plan.
Subject to adjustment as provided in Article 13, the aggregate number
of shares of Common Stock of the Corporation reserved for grants of Common Stock
under Article 12 and for grants of Options under Article 5 shall not exceed
40,000 shares. The aggregate number of shares of Common Stock available under
the Plan shall be subject to adjustment as set forth in Article 13 hereunder.
Shares granted under Article 12 and shares sold upon the exercise of Options
granted under Article 5 may come from authorized but unissued shares. If any
unexercised Option for any reason terminates or expires in whole or in part
prior to the termination of the Plan, the unpurchased shares subject thereto
shall become available for other grants under the Plan. Any Stock issued as the
result of the exercise of the Options shall be non-registered "restricted
securities" subject to the provisions of Rule 144 promulgated by the Securities
and Exchange Commission.
4. Administration of the Plan.
The Plan shall be generally administered by the Board. Any action of
the Board with respect to the administration of the Plan shall be taken pursuant
to a majority vote or by the written consent of all of its members.
The Board shall have full authority to interpret the Plan, to determine
the terms and provisions of Option Agreements and grants of Stock, to require
withholding from or payment in cash by a Grantee of federal, state or local
taxes (to the extent required by applicable law) and to make such rules and
regulations and establish such procedures as it deems appropriate for the
administration of the Plan.
All decisions made by the Board in the matters referred to in this
Article 4 shall be conclusive and binding. No member of the Board shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option or Stock granted thereunder.
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5. Grant of Options.
A. Initial Grant. An Option under which a total of
10,000 shares of Common Stock shall be automatically granted to each
Non-Employee Director upon the date of his or her election to the
Board, subject to the following vesting schedule:
Exercisable
Years After Percentage
Grant Date of Shares
One Year 33 1/3%
Two Years 66 2/3%
Three Years 100.00%
B. Annual Grant. On each annual anniversary of the day
on which the Non-Employee Director was elected to the Board, such Non-
Employee Director shall be granted an immediately vested option to
purchase 2000 shares of Common Stock, provided he or she continues to
serve as a Non-Employee Director as of such anniversary date.
C. Effective Time for Option Grants. The grant of Options
provided for in this Section 5 shall be made only to Non-Employee
Directors who are newly elected to the Board on or after July 24, 1995.
Options shall be automatically granted under the Plan in the aforesaid
amounts and on said dates without further action or authorization by
the Corporation or Board.
D. Termination of Option Grants. Effective as of March
26, 1997, this section 5 shall no longer be effective, and no options
shall be granted under this Plan to any Non-Employee Director who is
elected to the Board on or after March 26, 1997.
6. Option Agreements.
The officers of the Corporation are authorized and directed, upon
receipt of notice from the Board of the granting of an Option, to sign and
deliver on behalf of the Corporation, by mail or otherwise, to the Grantee an
Option upon the terms and conditions specified under the Plan and in the form of
an Option Agreement. The Option Agreement shall be dated and signed by an
officer of the Corporation. If the Grantee fails to sign and return the Option
Agreement, by delivery or by mailing, within thirty (30) days after the date of
its delivery or mailing to him, the Option grant shall be deemed withdrawn.
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7. Option Price.
The purchase price of each share of Common Stock covered by each Option
shall be not less than the Fair Market Value per share of such Stock on the
Grant Date.
8. Non-Transferability of Options.
Any Option granted hereunder shall, by its terms, be non-transferable
by a Grantee other than by will or the laws of descent and shall be exercisable
during the Grantee's lifetime solely by the Grantee or the grantee's duly
appointed guardian or personal representative.
9. Exercise and Term of Option.
Each Option described above shall be exercisable in full upon the
earlier to occur of (a) the date on which it becomes vested pursuant to Article
5, or (b) the death, disability (as defined in Section 22(e)(3) of the Code) or
termination of directorship.
No Option may be exercised if in the determination of the Board the
issuance or sale of Stock or payment of cash by the Corporation, as appropriate,
pursuant to such exercise shall for any reason be unlawful or fail to comply
with any requirements of any national securities exchange on which the Stock is
then listed or any other regulatory body having jurisdiction with respect
thereto. Further, no Option may be exercised after the expiration of ten (10)
years from the Grant Date. In no event shall the Corporation be required to
issue fractional shares upon the exercise of an Option.
10. Method of Exercise.
To the extent that the right to purchase shares pursuant to an Option
has accrued hereunder, such Option shall be exercised as provided in this
Article 10. An Option may be exercised from time to time by written notice to
the Corporation setting the number of shares being purchased and accompanied by
the payment in full of the Option price for such shares. Such payment shall be
made in cash, outstanding shares of the Common Stock or in combinations thereof.
If shares of Common Stock are used in part or full payment for the shares to be
acquired upon exercise of the Option, such shares shall be valued for the
purpose of such exchange as of the date of exercise of the Option at the Fair
Market Value of the shares. Any certificates evidencing shares of Common Stock
used to pay the Option price shall be accompanied by stock powers duly endorsed
in blank by the registered holder of the certificate (with signatures thereon
guaranteed). In the event the certificates tendered by the Grantee in such
payment cover more shares than are required for such payment, the certificate
shall also be accompanied by instructions from the Grantee to the Corporation's
transfer agent with regard to the disposition of the balance of the shares
covered thereby.
11. Effect of Termination of Directorship, Disability or Death.
In the event a Grantee ceases to be a director of the Corporation for
any reason prior to the occurrence of a Change in Control (as described in
Article 12), any Option or unexercised portion thereof granted under this Plan
may be exercised, to the extent such Option would have been exercisable by the
Grantee hereunder on the date on which the Grantee ceased to be a director,
within three (3) months of such date, but in no event later than the date of
expiration of the term of the Option. In the event a Grantee ceases to be a
director of the Corporation for any reason following the occurrence of a Change
in Control (as described in Article
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12), any Option or unexercised portion thereof granted under this Plan may be
exercised, to the extent such Option would have been exercisable by the Grantee
hereunder on the date on which the Grantee ceased to be a director, within seven
(7) months of such date, but in no event later than the date of expiration of
the term of the Option. In the event of the death or disability (as defined in
Section 22(e)(3) of the Code) of the Grantee while a director of the Corporation
or within not more than three (3) months after the date on which the Grantee
ceases to be a director, any Option or unexercised portion thereof may be
exercised, to the extent exercisable at the date of such death or disability, by
the Grantee's personal representatives, heirs or legatees at any time prior to
one (1) year after the date on which the Grantee ceased to be a director, but in
no event later than the date of the expiration of the term of the Option.
12. Grant of Stock.
On each annual anniversary of the day on which the Non-Employee
Director was elected to the Board, such Non-Employee Director shall be granted
the number of shares of Stock, that have a Fair Market Value of $10,000.00,
provided he or she continues to serve as a Non-Employee Director as of such
anniversary date. For this purpose, Fair Market Value shall be determined as of
the business day next preceding the Grant Date. The Stock so granted shall be
fully vested at all times. The Stock granted under this Article 12 shall be
non-registered "restricted securities" subject to the provisions of Rule 144
promulgated by the Securities and Exchange Commission.
13. Effect of Change in Stock Subject to Plan.
Except as provided below, the Board shall make equitable adjustments in
the number and class of shares of stock subject to the Plan, and to the Options
granted hereunder and the exercise prices of such Options, in the event of a
stock dividend, stock split, reverse stock split, recapitalization,
reorganization, merger, consolidation, acquisition, separation or other change
in the capital structure of the Corporation. Upon the occasion of a liquidation
of the Corporation, or a merger, reorganization or consolidation of the
Corporation in which the Corporation is not the surviving corporation (other
than a merger, reorganization or consolidation of the Corporation with or into a
corporation or corporations owned directly or indirectly by the stockholders of
the Corporation in substantially the same proportions as their ownership of
stock of the Corporation), each Grantee shall have the right immediately prior
to such liquidation, merger, recapitalization or consolidation of the
Corporation to exercise the Grantee's Options in whole or in part.
Notwithstanding the foregoing provisions of this Article 13, in the event a
Change in Control (as described below) shall occur, each Grantee shall have the
right to exercise his Options in whole or in part.
For purposes of this Article 13, a "Change in Control" shall be deemed
to occur when and only when the first of the following events occurs:
A. any person becomes the beneficial owner, directly or
indirectly, of securities of the Corporation representing twenty
percent (20%) or more of the combined voting power of the Corporation's
then outstanding voting securities and a majority of the Incumbent
Board does not approve the acquisition before the acquisition occurs;
or
B. members of the Incumbent Board cease to constitute a
majority of the Board of Directors.
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Notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred pursuant to paragraph A. above solely because twenty percent (20%) or
more of the combined voting power of the Corporation's then outstanding
securities is acquired by (i) one or more employee benefit plans maintained by
the Corporation or any of its subsidiaries, or (ii) any person who, as of the
Effective Date of this Plan, was a beneficial owner of ten percent (10%) or more
of the combined voting power of the Corporation's outstanding securities as of
such Effective Date. The terms "person" and "beneficial owner" shall have the
same meaning ascribed to such terms in Section 3(a) and 13(d) of the Securities
Exchange Act of 1934, as amended, and regulations promulgated thereunder; and
"Incumbent Board" shall mean (i) the members of the Board on the Effective Date
of this Plan and (ii) any individual who becomes a member of the Board after
such Effective Date, if his or her election or nomination for election as a
director was approved by the affirmative vote of a majority of the then
Incumbent Board.
14. Stockholder Rights.
Grantee shall not, by reason of any Options granted hereunder, have any
rights of a stockholder of the Corporation, except with respect to shares issued
pursuant to the exercise of an Option.
15. Additional Restrictions.
Options shall not be exercisable for six (6) months after the Grant
Date unless (i) the Grantee dies or becomes disabled within such six-month
period; or (ii) in the opinion of counsel for the Corporation, such requirement
is unnecessary to exempt the grant of the Option and the acquisition of Common
Stock upon exercise from Section 16(b) of the 1934 Act.
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16. Controlling Law.
The corporate law of the State of Colorado shall govern all issues
concerning the relative rights of the Corporation and the Grantees with respect
to Options granted and Stock issuable under the Plan. The law of the State of
Colorado, except its law with respect to choice of law, shall be controlling in
all other matters relating to the Plan.
17. Indemnification.
In addition to such other rights of indemnification as they may have as
members of the Board or as directors or officers generally, the members of the
Board administering the Plan and the members of the Board shall be indemnified
by the Corporation against the reasonable expenses, including attorneys fees
actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which they or
any of them may be a party by reason of any action taken or failure to act under
or in connection with the Plan or any Option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Corporation) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such member acted in bad faith in the performance of his or her
duties; provided that within twenty (20) days after institution of any such
action, suit or proceeding, the member shall in writing offer the Corporation
the opportunity, at its own expense, to handle and defend the same.
18. Use of Proceeds.
The proceeds from the sale of shares of Common Stock pursuant to
Options granted under the Plan shall constitute general funds of the
Corporation.
19. Effective Date of Plan.
The Plan is effective July 24, 1995, ("Effective Date"), the date it
was originally adopted by the Board of Directors of the Corporation. Neither the
Plan nor any option granted under the Plan shall become binding until the Plan
has been approved by the shareholders of the Corporation.
20. Amendment or Termination of the Plan.
The Board may at any time terminate, and from time to time may amend or
modify the Plan provided, however, that no amendment or modification may become
effective without approval of the amendment or modification by the shareholders
if shareholder approval is required to enable the Plan to satisfy any applicable
statutory or regulatory requirements, or if the Corporation, on the advice of
counsel, determines that shareholder approval is otherwise necessary or
desirable.
The Plan shall terminate at such time as the Board may determine.
No amendment or termination of the Plan or any provision hereof shall,
without the written consent of the Grantee, adversely affect any Option or Stock
theretofore granted to such Grantee under the Plan.
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EXHIBIT 5.1 -- OPINION AND CONSENT OF HRO
[LETTERHEAD OF HOLME ROBERTS & OWEN LLP APPEARS HERE]
Internet Communications Corporation
7100 E. Belleview Avenue
Greenwood Village, CO 80111
Re: Sale of Shares of Common Stock Pursuant to
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Internet Communications Corporation (the
"Company") in connection with the registration by the Company of 915,000 shares
of common stock (the "Shares") described in the Registration Statement on Form
S-8 of the Company, being filed with the Securities and Exchange Commission
concurrently herewith. In such connection we have examined certain corporate
records and proceedings of the Company including actions taken by the Company's
Board of Directors in respect of the authorization and issuance of the Shares,
and such other matters as we deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold as contemplated by the Registration
Statement and in accordance with the employee benefit plans covered thereby,
will be legally issued, fully paid and non- assessable shares of capital stock
of the Company.
We hereby consent to be named in the Registration Statement and in the
Prospectus constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon legal matters in connection with the issuance of
the Shares, and to the filing of this Opinion as an Exhibit to the aforesaid
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules of the Securities and Exchange Commission.
Very truly yours,
HOLME ROBERTS & OWEN LLP
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Exhibit 23.1
Consent of Independent Auditors
-------------------------------
To the Board of Directors
Internet Communications Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of our report dated May 2, 1997, relating to the consolidated balance sheet
of Internet Communications Corporation and subsidiaries as of January 31, 1997,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for the three years ended January 31, 1997 and 1996, which report
appears in the January 31, 1997 annual report on Form 10-KSB of Internet
Communications Corporation.
Hein + Associates LLP
Denver, Colorado
September 2, 1997
14
