-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I1GpwI0PvvR2wzr5QWpqSSxfF9IAAHO6rFdHZoNxpLjmBkAUSi1ktohPPOWTYbkS 4NYb7HUrTxluaXYPPo0O0Q== /in/edgar/work/0000910680-00-000857/0000910680-00-000857.txt : 20001120 0000910680-00-000857.hdr.sgml : 20001120 ACCESSION NUMBER: 0000910680-00-000857 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001117 EFFECTIVENESS DATE: 20001117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ION NETWORKS INC CENTRAL INDEX KEY: 0000754813 STANDARD INDUSTRIAL CLASSIFICATION: [3577 ] IRS NUMBER: 222413505 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-50204 FILM NUMBER: 772671 BUSINESS ADDRESS: STREET 1: 1551 S WASHINGTON AVE CITY: PISCATAWAY STATE: NJ ZIP: 08854 BUSINESS PHONE: 2014944440 MAIL ADDRESS: STREET 1: 1551 S WASHINGTON AVE CITY: PISCATAWAY STATE: NJ ZIP: 08854 FORMER COMPANY: FORMER CONFORMED NAME: MICROFRAME INC DATE OF NAME CHANGE: 19920703 S-8 1 0001.txt REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on November 17, 2000 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- ION NETWORKS, INC. (Exact name of registrant as specified in its charter) Delaware 22-2413505 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1551 South Washington Avenue, Piscataway, New Jersey 08854 (Address of Principal Executive Offices) (Zip Code) AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT WITH STEPHEN B. GRAY (Full title of the plan) Ronald C. Sacks, Chief Executive Officer and Interim Principal Financial Officer Ion Networks, Inc. 1551 South Washington Avenue Piscataway, New Jersey 08854 (Name and address of agent for service) (732) 529-0100 (Telephone number, including area code, of agent for service) with a copy to: James Alterbaum, Esq. Parker Chapin LLP The Chrysler Building 405 Lexington Avenue New York, New York 10174 (212) 704-6000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION TO BE REGISTERED REGISTERED(1) SHARE (2) PRICE (2) FEE (2) - ------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value per share 400,000 $1.156 $ 462,400 $115.60 - -------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby all additional securities resulting from anti-dilution adjustments under the Amended and Restated Non-Qualified Stock Option Agreement. (2) Computed upon the basis of which the price at which the options pursuant to the stock option plan may be exercised, pursuant to Rule 457(h). PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by the Company with the Securities and Exchange Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by reference: (a) The registrant's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2000; (b) The registrant's Proxy Statement on Schedule 14A filed on October 23, 2000; (c) The registrant's Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2000; (d) The registrant's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2000; (e) The registrant's Current Reports on Form 8-K filed on June 29, 2000; and (f) The description of the registrant's Common Stock contained in the registrant's Registration Statement on Form S-18 (No. 2-93800-NY) filed on October 16, 1984 under the 1934 Act, including any amendment or report filed for the purpose of updating such descriptions. All documents filed subsequent to the date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. II-1 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") provides, in general, that a corporation incorporated under the laws of the State of Delaware, such as the registrant, may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court determines such person is fairly and reasonably entitled to indemnity for such expenses. Article Tenth of the registrant's Certificate of Incorporation states that the Corporation shall, to the fullest extent permitted by the DGCL, indemnify any and all persons whom it shall have power to indemnify under Section 145 thereof from and against any and all of the expenses (including, without limitation, attorneys' fees and expenses), liabilities or other matters referred to in or covered by such Section, and the indemnification so provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding the position giving rise to the entitlement of indemnification, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, estate, executors and administrators of any such person. II-2 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. Exhibit Number Description - ------ ----------- 3.1 Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on August 5, 1998.(1) 3.2 Certificate of Amendment of the Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on December 11, 1998.(1) 3.3 Certificate of Amendment of the Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 12, 1999.(2) 3.4 By-Laws of the Company. (1) 4.1 Amended and Restated Non-Qualified Stock Option Agreement. 5.1 Opinion of Parker Chapin LLP as to the legality of the Common Stock being offered. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Parker Chapin LLP (included in Exhibit 5.1). 24.1 Powers of Attorney of certain officers and directors of the registrant (included in signature page). - ---------------- (1) Incorporated by reference to the Company's registration statement on Form S-8 filed on April 22, 1999. (2) Incorporated by reference to the Company's Post Effective Amendment No. 1 to the Company's registration statement on Form S-8, filed on March 17, 2000. II-3 ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for II-4 indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Piscataway, State of New Jersey, on the 17th day of November, 2000. ION NETWORKS, INC. By: /s/ Ronald C. Sacks -------------------------------------------- Ronald C. Sacks, Chief Executive Officer and Interim Principal Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Ronald C. Sacks and Stephen M. Deixler and each of them with power of substitution, as his attorney-in-fact, in all capacities, to sign any amendments to this registration statement (including post-effective amendments) and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-facts or their substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 17th day of November, 2000. Signature Title --------- -----
/s/ Ronald C. Sacks Chief Executive Officer - -------------------------------------------------- and Interim Principal Financial Officer Ronald C. Sacks /s/ Stephen M. Deixler Chairman of the Board of Directors - -------------------------------------------------- Stephen M. Deixler /s/ Baruch Halpern Director - -------------------------------------------------- Baruch Halpern /s/ Alexander C. Stark Director - -------------------------------------------------- Alexander C. Stark - -------------------------------------------------- Director Martin Ritchie - -------------------------------------------------- Director Alan Hardie
EXHIBIT INDEX Exhibit Number Description - ------ ----------- 3.1 Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on August 5, 1998.(1) 3.2 Certificate of Amendment of the Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on December 11, 1998.(1) 3.3 Certificate of Amendment of the Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 12, 1999.(2) 3.4 By-Laws of the Company. (1) 4.1 Amended and Restated Non-Qualified Stock Option Agreement. 5.1 Opinion of Parker Chapin LLP as to the legality of the Common Stock being offered. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Parker Chapin LLP (included in Exhibit 5.1). 24.1 Powers of Attorney of certain officers and directors of the registrant (included in signature page). - ------------------ (1) Incorporated by reference to the Company's registration statement on Form S-8 filed on April 22, 1999. (2) Incorporated by reference to the Company's Post Effective Amendment No. 1 to the Company's registration statement on Form S-8, filed on March 17, 2000. EX-4.1 2 0002.txt NON-QUALIFIED STOCK OPTION AGREEMENT AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ THIS AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT, entered into as of the 19th day of May, 1997, between MICROFRAME, INC., a corporation organized and existing under the laws of the State of New Jersey (the "Corporation"), with its principal place of business at 21 Meridian Road, Edison, New Jersey 08820 and Stephen B. Gray (the "Optionee"). The Corporation, in accordance with the consent of the Compensation/Stock Option Committee (the "Committee") of the Board of Directors granted the Optionee a nonqualified stock option on September 25, 1996 , subject to the terms and conditions set forth in the non-qualified stock option agreement dated as of September 25, 1996. After additional consideration by the Committee, the Committee has determined and the Optionee has agreed that certain of the terms and conditions of such stock option should be amended. For ease of reference only, the non-qualified stock option agreement evidencing the grant of a non-qualified option for 400,000 shares of the Common Stock of the Corporation is hereby amended and restated in its entirety. W I T N E S S E T H : - - - - - - - - - - 1. The Committee hereby grants as of September 25, 1996 to the Optionee a nonqualified stock option to purchase an aggregate of 400,000 shares of common stock, $.001 par value of the Corporation ("Common Stock") at an exercise price of $1.156 per share, being at least equal to the fair market value of such shares of Common Stock on the date thereof. Shares of Common Stock to be issued upon the exercise of this option may, at the election of the Corporation, be either authorized and unissued shares or shares previously issued and reacquired by the Corporation. This option shall not be treated as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended, (the "Code") and shall not be considered an option issued under the Corporation's 1994 Stock Option Plan. 2. This option shall be exercisable immediately as to 200,000 shares of Common Stock subject hereto, and as to an additional 100,000 shares of Common Stock on each of April 1, 1998 and April 1, 1999. In no event may this option be exercised after the Expiration Date. 3. This option shall expire at the close of business on September 25, 2006 (the "Expiration Date"). 4. The right to purchase shares of Common Stock under this option shall be cumulative, so that if the full number of shares purchasable in a period shall not be purchased, the balance may be purchased at any time or from time to time thereafter, but not after the expiration of the option. Notwithstanding any of the foregoing, in no event may a fraction of a share of Common Stock be purchased under this option. 5. This option shall be exercised by the delivery by the Optionee (or his personal representative, as the case may be) of written notice to the Corporation at its principal office, presently located at 21 Meridian Road, Edison, New Jersey 08820, Attention: Compensation/Stock Option Committee, stating that the Optionee is exercising this non-qualified stock option, specifying the number of shares being purchased and accompanied by payment, in full of the aggregate purchase price therefor (a) in cash or by certified check, (b) with previously acquired shares of Common Stock which have been held by the Optionee for at least six months having a Fair Market Value on the exercise date equal to the aggregate exercise price, or (c) a combination of the foregoing. For this purpose, the "Fair Market Value" of a share of Common Stock on any day shall mean (a) if the principal market for the Common Stock is a national securities exchange, the average of the highest and lowest sales prices per share of the Common Stock on such day as reported by such exchange or on a composite tape reflecting transactions on such exchange, (b) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), and (i) if actual sales price information is available with respect to the Common Stock, the average of the highest and lowest sales prices per share of the Common Stock on such day on NASDAQ, or (ii) if such information is not available, the average between the highest bid and the lowest asked prices per share of Common Stock on such day on NASDAQ, or (c) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is not quoted on NASDAQ, the average of the highest bid and lowest asked prices per share for the Common Stock on such day as reported on the NASDAQ OTC Bulletin Board Service or by National Quotation Bureau, Incorporated or a comparable service; provided that if clauses (a), (b) and (c) of this paragraph are all inapplicable, or if no trades have been made or no quotes are available for such day, the fair market value of a share of Common Stock shall be determined by the Board of Directors of the Corporation by any method consistent with applicable regulations adopted by the Treasury Department relating to stock options. 6. Notwithstanding the foregoing, this option shall not be exercisable by the Optionee unless (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common Stock to be received upon the exercise of this option shall be effective and current at the time of exercise or (b) there is an exemption from registration under the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to the Corporation that, unless a Registration Statement is effective and current at the time of exercise of this option, the shares of Common Stock to be issued upon the exercise of this option will be acquired by the Optionee for his own account, for investment only and not with a view to the resale or distribution thereof. In any event, the Optionee shall notify the Corporation of any proposed resale of the shares of Common Stock issued to him upon exercise of this option. Any resale or distribution of such shares of Common Stock by him may be made only pursuant to (i) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall prior to any offer of sale or sale of such shares of Common Stock provide the Corporation with a favorable written opinion of counsel satisfactory to the Corporation, in form and substance satisfactory to the Corporation, as to the applicability of such exemption to the proposed sale or distribution. Such representations and warranties shall also be deemed to be made by the Optionee upon each exercise of this option. 2 Nothing herein shall be construed as requiring the Corporation to register shares subject to this option under the Securities Act. 7. Notwithstanding anything herein to the contrary, if at any time the Corporation shall determine in its discretion that the listing or qualification of the shares of Common Stock subject to this option on any securities exchange or under any applicable law, or the consent or approval of any governmental agency or regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of shares of Common Stock thereunder, this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation. 8. Nothing herein shall confer upon the Optionee any right to continue as an employee of the Corporation, its parent or any of its subsidiaries or interfere in any way with any right of the Corporation, its parent or any subsidiary to terminate such relationship at any time for any reason without liability to the Corporation, its parent or subsidiaries. Neither the Optionee nor his legal representatives shall have any of the rights or privileges of a shareholder of the Corporation in respect of any of the shares issuable upon the exercise of this option, unless and until certificates representing such shares shall have been issued and delivered; provided, however, that until such certificates are issued, the Optionee shall be treated as owning any previously acquired shares of Common Stock used to exercise such option. 9. The Corporation may withhold cash and/or shares of Common Stock in the amount, if any, necessary to satisfy its obligations to withhold taxes or other amounts by reason of the grant, exercise or disposition of the option or the shares of Common Stock underlying the option, or may require the Optionee to pay the Corporation such amount. The Optionee agrees to pay any such amount to the Corporation in cash upon demand. 10. The Corporation may affix appropriate legends upon the certificates for shares and may issue such "stop transfer" instructions to its transfer agent in respect of such shares as it determines, in its discretion, to be necessary or appropriate to (a) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act, or (b) implement the provisions of any agreement between the Corporation and the Optionee with respect to such shares. 11. The Optionee represents and agrees that he will comply with all applicable laws relating to the grant and exercise of this option and the disposition of the shares of Common Stock acquired upon exercise of this option, including without limitation, Federal and state securities and "blue sky" laws. 12. This option is not transferable by the Optionee other than by will or the laws of descent and distribution and may be exercisable during the Optionee's lifetime only by him, or his legal representatives. Neither this option nor any of the rights and privileges conferred hereby shall be transferred, assigned, pledged (as collateral for a loan, or as security for the performance of an obligation, or for any other purpose), or hypothecated in any way (whether voluntarily, by operation of law or otherwise) or be subject to execution, attachment, or similar process. Any attempted transfer, assignment, pledge (as collateral for a loan or as security for the performance of any obligation, or for any other purpose), hypothecation, execution, attachment or similar process shall be null and void and of no force or effect. 3 13. In the event that, prior to the issuance by the Corporation of all the shares pursuant to this option, there shall be any change in the outstanding Common Stock of the Corporation by reason of a stock dividend, stock split, spin-off, stock combination, recapitalization, merger in which the Corporation is the surviving corporation or the like, the remaining number of shares still subject to this option and the exercise price therefor shall be proportionally adjusted by the Board of Directors of the Corporation to reflect such change. Such adjustment may provide for the elimination of fractional shares which might otherwise be subject to options, without payment therefor. The determination of the Board of Directors with respect thereto shall be conclusive and binding on the parties. Notwithstanding anything herein to the contrary, in the event of (a) the liquidation or dissolution of the Corporation or (b) a merger in which the Corporation is not the surviving corporation or a consolidation involving the Corporation, this option shall terminate, unless other provision is made therefor in the transaction. 14. The invalidity, unenforceability or illegality of any provision herein shall not affect the validity, enforceability or legality of any other provision. 15. This Agreement shall be binding upon and inure to the benefit of any successor or assign of the Corporation and to any heir, distributee, executor, administrator or legal representative entitled by law to the Optionee's rights hereunder. This Agreement may not be amended except in writing signed by the parties. 16. Whenever notice is required to be given under the terms of this Agreement, such notice shall be in writing and shall be deemed delivered: (a) if to the Corporation, upon receipt by the Corporation, at the Corporation's address set forth above, Attention: Compensation/Stock Option Committee, or such other address as the Corporation may designate by notice to the Optionee, effective upon receipt of such notice by the Optionee. (b) if to the Optionee, as of the day it is personally delivered, or 5 days after mailing, by registered or certified mail, return receipt requested, postage prepaid, at the Optionee's address set forth above, or such other address as the Optionee may designate by notice to the Corporation, effective upon receipt of such notice by the Corporation. 17. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law provisions. 18. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any prior agreements with respect thereto. 19. The Corporation shall pay all issuance taxes with respect to the shares of Common Stock upon exercise of this option, as well as all expenses incurred by the Corporation in connection therewith. 20. This option shall not be construed or interpreted with any presumption against the Corporation by reason of the Corporation causing this Agreement to be drafted. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above set forth. MICROFRAME, INC. By: / S / Stephen Deixler ------------------------- Name: Stephen M. Deixler Title: Chairman of Board / S / Stephen B. Gray ------------------------- Stephen B. Gray Address: 37 Shy Creek Rd. --------------------- Pittstown, NJ 08867 --------------------- 5 EX-5.1 3 0003.txt OPINION OF PARKER CHAPIN LLP [PARKER CHAPIN LLP LETTERHEAD] November 17, 2000 Ion Networks, Inc. 1551 South Washington Avenue Piscataway, New Jersey 08854 RE: ION NETWORKS, INC. ------------------- Gentlemen: We have acted as counsel to Ion Networks, Inc. (the "Company") in connection with its Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "SEC") relating to the offering of up to 400,000 shares of common stock, par value $.001 per share (the "Common Stock"), to a former director and executive officer of the Company upon the exercise of options which have been granted by the Company under a certain Amended and Restated Stock Option Agreement (the "Agreement"), and such additional indeterminate number of shares of Common Stock as may be issued under the anti-dilution provisions of the Agreement. In rendering the opinions expressed below, we have examined the Certificate of Incorporation of the Company, as amended, the By-laws of the Company and minutes of the corporate proceedings of the Company relating to the Agreement. In addition, we have examined and relied upon such other matters of law, certificates and examinations of public officials as we have deemed relevant to the rendering of this opinion. In all of our examinations, we have assumed the accuracy of all information furnished to us, the genuineness of all documents, the conformity to originals of all documents submitted to us as certified, conformed, facsimile or photostatic copies thereof, as well as the genuineness of all signatures on all such documents. Our opinion is limited to the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof. Based upon and subject to the foregoing, we are of the opinion that the shares of the Company's Common Stock to be issued pursuant to the exercise of the options granted under the Agreement will be, when issued pursuant to the provisions of the Agreement, validly issued, fully-paid and non-assessable. We hereby consent to the use of our name under the caption "Legal Matters" in the Prospectus constituting a part of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 (the "Act"), the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K promulgated under the Act. Very truly yours, /s/ Parker Chapin LLP ------------------------- PARKER CHAPIN LLP EX-23.1 4 0004.txt CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ION Networks, Inc. ("ION") of our report dated June 8, 2000, except for Note 19, as to which the date is June 27, 2000, relating to the consolidated financial statements which appears in ION's Annual Report to shareholders on Form 10-KSB for the fiscal year ended March 31, 2000. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Florham Park, New Jersey November 16, 2000 -----END PRIVACY-ENHANCED MESSAGE-----