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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 20, 1999
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Date of Report (Date of earliest event reported)
Internet Commerce Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-24996 13-3645702
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
Incorporation No.)
805 Third Avenue, New York, NY 10022
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(Address of principal executive offices) (Zip Code)
212-271-7640
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Registrant's telephone number, including area code
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Former name or former address, if changed since last report)
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Item 5. Other Events
This report is filed pursuant to a request by The Nasdaq-
Amex Market Group, Inc. for the Registrant to demonstrate that it
currently meets the net capital requirement of the Nasdaq
SmallCap Market. Included as Exhibit 99.1 hereto is an unaudited
pro forma balance sheet as at March 7, 1999, showing the effect
of the Registrant's recent private bridge financing, bridge note
exchange offer and private placement of preferred stock. The
information presented on the attached pro forma balance sheet has
not been audited by independent accountants, but includes all
adjustments (consisting of normal recurring accruals) which are,
in the opinion of management, necessary for a fair presentation
thereof. The balance sheet at February 28, 1999 is unaudited and
but does not include all the footnotes required by generally accepted
accounting principles for complete financial statements. For
further information, refer to the audited financial statements
and footnotes thereto included in the Form 10-KSB for the
Company's fiscal year ended July 31, 1998 and Form 10-QSB for the
Company's quarter ended January 31, 1999.
Item 7. Financial Statements and Exhibits.
Exhibits
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99.1 Unaudited Condensed Pro Forma Balance Sheet as of
March 7, 1999.
99.2 Press Release issued April 20, 1999 by the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned thereunto duly
authorized.
INTERNET COMMERCE CORPORATION
By:
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Richard Berman, President and
Chief Executive Officer
Dated: April 20, 1999
EXHIBIT INDEX
Exhibit Page
No. Description No.
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99.1 Unaudited Condensed Pro Forma Balance Sheet
as of March 7, 1999.
99.2 Press Release issued April 20, 1999 by
the Registrant.
INTERNET COMMERCE CORPORATION
(a development stage company)
Condensed Balance Sheets
Pro forma
Actual Forecast
February 28, March 7,
1999 1999
(Unaudited) (Unaudited)
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ASSETS
Current assets:
Cash and cash equivalents $ 683,919 $ 6,040,781
Accounts receivable 10,948 11,359
Prepaid expenses and other assets 109,739 91,305
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Total current assets 804,606 6,143,445
Fixed Assets 432,639 429,085
Software development costs 713,920 713,904
Other Assets 2,700 2,700
Goodwill, net 405,053 402,102
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$ 2,358,918 $ 7,691,237
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LIABILITIES
Current liabilities:
Accounts payable $ 17,112 $ 18,969
Bridge notes, net of debt discount 1,165,398 28,280
Notes payable - -
Capital lease obligation 93,165 93,460
Accrued expenses 366,532 367,549
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Total current liabilities 1,642,207 508,257
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Capital lease obligation
-less current portion 140,658 138,741
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Total liabilities 1,782,865 646,998
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Redeemable Common Stock 5,729 5,729
STOCKHOLDERS' EQUITY
Preferred stock 2 2
Common Stock
Class A - par value $.01 per share,
40,000,000 shares authorized, one
vote per share; 947,951 shares
issued and outstanding at
July 31, 1998 and 1,282,386 shares
issued and outstanding at
October 31, 1998 13,038 30,228
Class B - par value $.01 per share,
2,000,000 shares authorized, six
votes per share; 194,397 shares
issued and outstanding 1,944 1,944
Additional paid-in capital 17,766,573 24,987,587
Notes receivable - -
(Deficit) accumulated during
development stage (17,211,233) (17,981,251)
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Total stockholders' equity 570,324 7,038,510
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Total liabilities and
stockholders' equity $ 2,358,918 $ 7,691,237
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Total assets 7,691,237
Less : Goodwill, net (402,102)
Less total liabilities (646,998)
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Net tangible asset balance 6,642,136
PRESS RELEASE
FOR: ICC
KCSA CONTACTS: Leslie A. Schupak Joseph Mansi
T 212.896.1207 T 212.896.1205
F 212.697.0910 F 212.697.0910
E [email protected] E [email protected]
ICC Announces Completion of Reg-D Financing
April 20, 1999 New York, NY - Internet Commerce Corporation (ICC),
[NASDAQ SmallCap Market: ICCAC], a development stage company,
today announced that it has completed a Reg-D Financing for
$6.0 million. ICC's previously announced private offering
of $2,595,000 bridge units will convert as a part of the
Reg-D financing.
Shares of the Reg-D Series A Convertible Redeemable Preferred
Stock are convertible at the option of its holder, at any time
after issuance, into shares of Class A common stock at the
initial conversion rate defined as number of shares of Class A
Common Stock equal to $1,000 divided by the lower of (a) $5.00
(b) 75% of the average market price of the Common for the
period of 10 days immediately prior to the conversion date.
No less than 25 shares may be converted at any one time unless
the holder then holds less than 25 shares and converts all at
the same time. There exists a conversion price ceiling of
$5.00 per share and a conversion price floor of $3.00 per share.
Richard Berman, ICC's Chairman and Chief Executive Officer,
stated, "This financing provides ICC with the resources to
aggressively market its Internet-based business-to-business
electronic commerce service, CommerceSense(tm), to the explosive
global EC marketplace. The CommerceSense system capitalizes
on the Internet's speed and cost-effectiveness to offer our
customers an entirely secure, browser-based solution for
both electronic commerce and traditional electronic data
interchange (EDI)."
Internet Commerce Corporation develops and markets Internet-based
products and services to facilitate secure Electronic
Commerce (EC) transactions for commercial and governmental markets.
ICC's expertise in business-to-business commerce and electronic
data interchange (EDI), provides easy-to-use, sophisticated
solutions for companies of all sizes for the transmission,
encryption, reporting and archiving of all electronic data.
ICC CONTACT: Victor Bjorge - 212.271.7640
