INTERNET COMMERCE CORP
8-K, 2000-02-15
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): February 14, 2000

                                   ----------

                          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)

<PAGE>

                          INTERNET COMMERCE CORPORATION
                                    FORM 8-K
                                 CURRENT REPORT

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
Item 5.  Other Events.......................................................3

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

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

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

<PAGE>

Item 5. OTHER EVENTS

        On February 14, 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 on February 14, 2000.

                                       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: February 14, 2000

                                           INTERNET COMMERCE CORPORATION


                                           /s/ Walter M. Psztur
                                           -------------------------------------
                                           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  A  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


- ---------------------------------
Dr. Geoffrey S. Carroll
President and Chief Executive Officer



- ---------------------
Walter M. Psztur
Chief Financial Officer





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