UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ILINC COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)
76-0545043
(I.R.S. Employer
Identification No.)
2999 NORTH 44TH STREET, SUITE 650
PHOENIX, ARIZONA 85018
(602) 952-1200
(Address, Including Zip Code, of Registrant's Principal Executive Offices)
STOCK COMPENSATION PLAN
(Full Title of the Plan)
JAMES M. POWERS, JR.
ILINC COMMUNICATIONS, INC.
2999 NORTH 44TH STREET, SUITE 650
PHOENIX, ARIZONA 85018
(602) 952-1200
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
JAMES S. RYAN, III, ESQ.
JACKSON WALKER L.L.P.
901 MAIN STREET, SUITE 6000
DALLAS, TEXAS 75202
(214) 953-6000
CALCULATION OF REGISTRATION FEE
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AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED (1) PER SHARE (2) PRICE FEE
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Common Stock, par value $0.001 2,000,000 $0.52 $1,040,000.00 $31.93
per share shares
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(1) This Registration Statement shall also cover any additional shares of common
stock which may become issuable under the Company's Stock Compensation Plan by
reason of any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding shares of common stock.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefits plans
described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act on the basis of the
average of the high and low sale prices for a share of common stock of iLinc
Communications, Inc. as reported on the American Stock Exchange on December 6,
2007.
EXPLANATORY NOTE
iLinc Communications, Inc. (the "Company" or the "Registrant") has previously
registered shares of the Company's common stock issuable under the Company's
Stock Compensation Plan (the "Plan") by an effective registration statement on
Form S-8 filed with the Securities and Exchange Commission (the "SEC") on June
4, 1998, Registration No. 333-56033 (the "Prior Registration Statement"). Under
this Registration Statement, the Company is registering an additional 2,000,000
shares of common stock issuable under the Plan. Pursuant to Instruction E of
Form S-8, the contents of the Company's Prior Registration Statement are
incorporated herein by reference to the extent not modified or superseded hereby
or by any subsequently filed document that is incorporated by reference herein
or therein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Phoenix, Arizona, on this 7th day of December, 2007.
ILINC COMMUNICATIONS, INC.
By: /s/ JAMES M. POWERS, JR.
-------------------------------------
JAMES M. POWERS, JR
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 has been signed by the following persons in the capacities
and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES M. POWERS, JR. Chairman of the Board, President and December 7, 2007
-------------------------------- Chief Executive Officer, (Principal
JAMES M. POWERS, JR. Executive Officer)
/s/ JAMES L. DUNN, JR. Executive Vice President and Chief December 7, 2007
-------------------------------- Financial Officer (Principal Financial
JAMES L. DUNN, JR. and Accounting Officer)
/s/ JAMES H. COLLINS Director December 7, 2007
-------------------------------
JAMES H. COLLINS
/s/ KENT PETZOLD Director December 7, 2007
-------------------------------
KENT PETZOLD
/s/ DANIEL T. ROBINSON, JR. Director December 7, 2007
-------------------------------
DANIEL T. ROBINSON, JR.
/s/ MICHAEL T. FLYNN Director December 7, 2007
-------------------------------
MICHAEL T. FLYNN
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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5.1 Opinion of Jackson Walker L.L.P.
23.1 Consent of Moss Adams LLP.
23.2 Consent of Epstein, Weber & Conover PLC