SEC Company Response from ION NETWORKS INC (CIK 0000754813) — Jul 12, 2005
ION NETWORKS INC (CIK 0000754813)
Date: July 12, 2005 · CIK: 0000754813 · Accession: 0001157523-05-006060
AI Filing Summary & Sentiment
File numbers found in text: 333-124274
Referenced dates: July 5, 2005, July 5, 2005
Show Raw Text
CORRESP
1
filename1.htm
ION Networks Correspondence
ION
Networks, Inc.
120
Corporate Boulevard
South
Plainfield,
NJ 07080
July
11,
2005
Ms.
Barbara C. Jacobs
Assistant
Director
US
Securities and Exchange Commission
Division
of Corporation Finance-Mail Stop 4-6
Washington
DC 20549
Via
Edgar
Correspondence and Federal Express
Re:
ION
Networks, Inc. Registration Statement on Form SB-2
SEC
File No. 333-124274
Dear
Ms.
Jacobs:
Reference
is made to your comment letter dated July 5, 2005, addressed to Norman E. Corn,
and relating to Amendment No. 1 to the Registration Statement on Form SB-2
(the
"Registration Statement"), the Form 10-KSB of ION Networks, Inc. (the "Company")
for the fiscal year ended December 31, 2004, as amended (the "10-KSB") and
the
Form 10-QSB of the Company for the fiscal quarter ended March 31, 2005, as
amended (the "10-QSB").
We
are
filing via the EDGAR system our responses to the comments in your letter related
to the above referenced registration and reports. The numbered paragraphs in
this letter correspond to the consecutively numbered paragraphs in your comment
letter. To the extent indicated, we propose to amend our registration and Form
10-KSB in accordance with our response. For your convenience, enclosed are
two
marked and two clean copies of the amendment to the Registration Statement,
the
amendment to the Form 10-KSB and the amendment to the Form 10-QSB.
Please
call if you have any questions or further comments.
Very
truly yours,
Patrick
E. Delaney
Chief
Financial Officer
FORM
SB-2
Selling
Stockholders, pg. 29
1.
The
Company engaged Lipman Capital Group, Inc. (“LCG”) as an independent
contractor in August of 2001 for a ten month period and compensated
LCG a
total of $60,450 in cash plus 5-year warrants to purchase 48,000
shares of
the Company’s Common Stock at an exercise price of $0.62 per share, which
was the fair market value of the stock at the time of issuance of
the
warrants.
LCG’s
duties were to act as a financial consultant to the Company, primarily
performing investor relation activities to establish a methodology and assist
with the execution of plans designed to increase the awareness of the Company
within the investment community.
We
have
included the above disclosure in the Selling Stockholders section of Amendment
No. 2 to the Registration Statement.
The
Financial Consulting Agreement was not filed as an exhibit to this Registration
Statement due to the fact that it had expired in June of 2002 and due to the
fact that the agreement was not deemed material to the Company during the time
it was in effect. However, the Form of Warrant Agreement is filed as it is
still
in effect, (see Exhibit 4.5).
2.
We
have complied with this comment as reflected in Amendment No. 2 to
the
Registration Statement.
FORM
10-KSB/A
Management's
Discussion and Analysis or Plan of Operations, pg. 17
3.
We
have complied with this comment as reflected in Amendment No. 2 to
the
Registration Statement and Form 10-KSB.
4.
We
have complied with this comment as reflected in Amendment No. 2 to
the
Registration Statement, Form 10-KSB and Form 10-QSB.
Note
2 Summary of Significant Accounting Policies
Revenue
Recognition, page 44
5.
The
hardware products that the Company sells do not include PRIISMS.
The
hardware products have software operating systems that are independent
of
PRIISMS. PRIISMS is the Company’s network management and security software
product that can be implemented by customers who either utilize
ION
hardware products or do not utilize ION hardware products in their
network. The Company is indifferent as to which products customers
purchase however there are network management and security benefits
realized by customers who combine the PRIISMS software package
with a
deployment of appropriate ION hardware
products.
Note
3 Restructuring, Asset Impairments and Other Credits, pg.
46
6.
We
have complied with this comment as reflected in Amendment No. 2
to the
Registration Statement and Form
10-KSB.
FORM
10-QSB
7.
We
note your comment on your letter dated July 5,
2005.