SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 15, 2000
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INTERNET COMMERCE CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number 024996
Delaware 133645702
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
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)
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INTERNET COMMERCE CORPORATION
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
Page
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Item 5. Other Events.......................................................3
Item 7. Exhibit.............................................................3
Signature...................................................................4
Exhibit 99.1................................................................5
2
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Item 5. OTHER EVENTS
On February 15, 2000, the Company sent the anti-dilution notice
attached to this Form as Exhibit 99.1 to all holders of the Company's Class A
and Class B Warrants.
Item 7. EXHIBIT
99.1 Anti-dilution notice sent to holders of Class A and Class B
Warrants dated February 14, 2000.
3
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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: February 15, 2000
INTERNET COMMERCE CORPORATION
/s/ Walter M. Psztur
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Walter M. Psztur
Chief Financial Officer
(Principal Financial and Accounting
Officer)
NOTICE TO CLASS A AND B WARRANTHOLDERS REGARDING ANTI-DILUTION EFFECT
February 14, 2000
Dear Warrantholder:
Internet Commerce Corporation, (the "Company") has completed a private offering
of its series C preferred stock and warrants which are convertible into class A
common stock. Pursuant to the anti-dilution provisions contained in the class A
warrants and the class B warrants, the purchase price to be paid upon exercise
of each class A warrant and class B warrant of the Company by the holder of such
warrants has been adjusted from $23.20 to $21.30 for the class A warrants and
from $31.22 to $28.66 for the class B warrants. Further, as a result of the
above anti-dilution provisions, each outstanding class A warrant has been
adjusted an additional 1.08935 class A warrants and each class B warrant has
been adjusted an additional l.08935 class B warrants. This represents an
increase of 28,086 class A warrants and 27,646 class B warrants.
Together with the July 1999 anti-dilution adjustment, each class A warrant has
been increased to 1.36891 class A warrants and each class B warrant has been
increased to 1.36891 class B warrants. Accordingly, as a result of this
anti-dilution adjustment, an aggregate of 342,415 class A warrants and 337,049
class B warrants are outstanding. The expiration date of the class A warrants
and the class B warrants is February 18, 2002.
Internet Commerce Corporation
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Dr. Geoffrey S. Carroll
President and Chief Executive Officer
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Walter M. Psztur
Chief Financial Officer