INTERNET COMMERCE CORP
8-K, 2000-04-26
COMPUTER PROGRAMMING SERVICES
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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


        Date of Report (Date of earliest event reported): March 28, 2000

                                   ----------


                          INTERNET COMMERCE CORPORATION
             (Exact name of registrant as specified in its charter)

                          Commission file number 024996


           Delaware                                         133645702
 (State or other jurisdiction                            (I.R.S. Employer
              of                                      Identification Number)
incorporation or organization)

                   805 Third Avenue, New York, New York 10022
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (212) 271-7640
              (Registrant's telephone number, including area code)

<PAGE>

                          INTERNET COMMERCE CORPORATION
                                    FORM 8-K
                                 CURRENT REPORT

                                TABLE OF CONTENTS

                                                                            Page

Item 5. Other................................................................3

Item 7. Exhibit..............................................................3

Signature....................................................................4

Exhibit 99.1.................................................................5

<PAGE>

Item 5.     OTHER

      On March 28, 2000, the Company's Post Effective Amendment No. 1 on Form
S-3 (the "Registration Statement") to the Company's Form SB-2 (File No.
33-83940) was declared effective by the Securities and Exchange Commission.
Exhibit 5.1 to the Registration Statement, which is the opinion of Kramer Levin
Naftalis & Frankel LLP, counsel to the Company, regarding legality of the Class
B Warrants and the shares of Class A Common Stock being registered pursuant to
the Registration Statement, is attached to this Form 8-K as Exhibit 99.1.

Item 7.     EXHIBIT

      99.1 Opinion of Kramer Levin Naftalis & Frankel LLP regarding legality of
the Class B Warrants and the shares of Class A Common Stock being registered
pursuant to the Registration Statement.

                                       3

<PAGE>

                                    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 hereunto duly authorized.

Date: April 26, 2000

                                     INTERNET COMMERCE CORPORATION


                                     /s/ Walter M. Psztur
                                     ------------------------------------------
                                     Walter M. Psztur
                                     Chief Financial Officer
                                    (Principal Financial and Accounting Officer)





                                                                    Exhibit 99.1

                       Kramer Levin Naftalis & Frankel llp

                                919 THIRD AVENUE

                           NEW YORK, N.Y. 10022 - 3852


    facsimile                                                  47, Avenue Hoche
 (212) 715-8000                                                   75008 Paris
                                                                    France
  direct number
 (212) 715-9100


                                                     March 28, 2000

Internet Commerce Corporation
805 Third Avenue
New York, New York  10022

            Re:   Post-Effective Amendment No. 1 on
                  Form S-3 to Registration Statement
                  on Form SB-2 (File No. 33-83940)
                  -----------------------------------

Ladies and Gentlemen:

            We have acted as counsel to Internet Commerce Corporation, a
Delaware corporation (the "Registrant"), in connection with the preparation and
filing of Post-Effective Amendment No. 1 on Form S-3 ("Post-Effective Amendment
No. 1") to the Company's Registration Statement on Form SB-2 with the Securities
and Exchange Commission (the "Commission") with respect to the registration
under the Securities Act of 1933, as amended (the "Act"), of (i) an aggregate of
331,468 Class B Warrants (the "Registered Class B Warrants") which are issuable
upon the exercise of currently outstanding Class A Warrants of the Company (the
"Class A Warrants") that were issued in the Company's initial public offering
(the "IPO"), and (ii) of an aggregate of 1,013,151 shares of Class A Common
Stock, par value $.01 per share (the "Shares"), which are issuable upon the
exercise of the Class A Warrants, the Registered Class B Warrants and currently
outstanding Class B Warrants of the Company (the "Non-Registered Class B
Warrants"), which Non-Registered Class B Warrants were issued either in the IPO
or upon exercise of Class A Warrants.

            In connection with the registration of the Registered Class B
Warrants and the Shares, we have reviewed copies of Post-Effective Amendment No.
1, the Amended and Restated Certificate of Incorporation of the Registrant, as
amended (the "Certificate of Incorporation"), the By-laws of the Registrant,
resolutions of the Board of Directors of the Registrant, the Warrant Agreements
governing the Class A Warrants, the Registered Class B Warrants and the
Non-Registered Class B Warrants and such other documents and records as we have
deemed necessary to enable us to express an opinion on the matters covered
hereby. In rendering this opinion, we have (a) assumed (i) the genuineness of
all signatures on all documents examined by us, (ii) the authenticity of all
documents submitted to us as originals and (iii) the conformity to original
documents of all documents submitted to us as photostatic or conformed copies
and the authenticity of the originals of such copies; and (b) relied on (i)

<PAGE>

representations, statements and certificates of public officials and others and
(ii) as to matters of fact, statements, representations and certificates of
officers and representatives of the Registrant.

            Based upon the foregoing, we are of the opinion that the Registered
Class B Warrants, when issued upon the exercise of, and in accordance with the
terms of, the Class A Warrants, and the Shares, when issued upon the exercise
of, and in accordance with the terms of, the Class A Warrants, the Registered
Class B Warrants or the Non-Registered Class B Warrants, will be validly issued,
fully paid and non-assessable.

            We hereby consent to the use of this opinion as an exhibit to
Post-Effective Amendment No. 1. In giving the foregoing consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
thereunder.

            We do not express any opinion with respect to any law other than the
General Corporation Law of the State of Delaware and the federal laws of the
United States. Our opinion is rendered only with respect to the laws which are
currently in effect in such jurisdictions.



                                    Very truly yours,


                                    /s/ Kramer Levin Naftalis & Frankel LLP





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