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OMB APPROVAL
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OMB Number 3235-0145
Expires: November 30, 1999
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Internet Commerce Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
46059F109
- --------------------------------------------------------------------------------
(CUSIP Number)
Ken Claydon, Cable and Wireless PLC
124 Theobalds Road
London WCIX 8RX +44 020 7315 5051
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 12, 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (ACT) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
<PAGE>
CUSIP No. 46059F109
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cable and Wireless PLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X
----------------------------------------------------------------------
(b)
----------------------------------------------------------------------
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND & WALES
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
847,628 (SEE ITEM 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 847,628 (SEE ITEM 5)
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
847,628 (SEE ITEM 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
847,628 (SEE ITEM 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
847,628 (SEE ITEM 5)
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% (SEE ITEM 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
________________________________________________________________________________
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons - Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish the I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use: please leave blank.
<PAGE>
CUSIP No. 46059F109
________________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cable & Wireless USA, Inc.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X
----------------------------------------------------------------------
(b)
----------------------------------------------------------------------
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS* (SEE INSTRUCTIONS)
WC
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DISTRICT OF COLUMBIA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
847,628 (SEE ITEM 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 847,628 (SEE ITEM 5)
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
847,628 (SEE ITEM 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
847,628 (SEE ITEM 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
847,628 (SEE ITEM 5)
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% (SEE ITEM 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
________________________________________________________________________________
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons - Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish the I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use: please leave blank.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
Cable and Wireless PLC (C&W PLC) and Cable & Wireless USA, Inc. (C&W USA) hereby
amend their joint Statement on Schedule 13D Statement dated February 8, 2000
(the "Schedule 13D"), relating to the Class A Common Stock, of Internet Commerce
Corporation. Unless otherwise indicated, all defined terms used herein shall
have the same meanings respectively ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
The first paragraph of Item 5 is amended and restated in its entirety as
follows:
The Reporting Persons purchased a total of 10,000 shares of the Purchased
Stock in the Issuer for an investment of $10,000,000. Such purchase was
consummated via the Agreement between the Reporting Persons and the Issuer dated
November 23, 1999. The acquisition of the Purchased Stock closed on January 12,
2000. Currently there are 4,469,194 shares of Class A Stock outstanding and
89,595 shares of Class B Common Stock outstanding of the Issuer. The Reporting
Persons have 10,000 shares of Series C Preferred Stock which are convertible
into 447,628 shares of Class A Common Stock and a warrant for 400,000 shares of
Class A Common Stock with an exercise price of $22.21 per share. As a result,
assuming exercise of the warrant and conversion of the Series C, there are
5,316,821 shares of Class A Common Stock outstanding of which the Reporting
Persons beneficially own 847,628, or 15.9%. The shares and warrant are held in
the name of C&W USA.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
CABLE AND WIRELESS PLC
By /s/ Ken Claydon
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Secretary
February 16, 2000
CABLE & WIRELESS USA, INC.
By /s/ Richard H. Goshorn
----------------------
Senior Vice-President
and General Counsel
February 16, 2000
