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<TITLE>sv8</TITLE>
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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">As filed with the Securities
and Exchange Commission on May&nbsp;19, 2004. Registration No.&nbsp;333-____.



<P align="center" style="font-size: 10pt">

<HR size="4" noshade color="#000000" style="margin-top: -5px">
<HR size="1" noshade color="#000000" style="margin-top: -10px">



<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM S-8</B>

<P align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT UNDER THE<BR>
SECURITIES ACT OF 1933</B>

<P align="center" style="font-size: 24pt"><B>ZIX CORPORATION</B>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">Texas<BR>
<I>(State or other jurisdiction<BR>
of incorporation or organization)</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">75-2216818<BR>
<I>(I.R.S. Employer<BR>
Identification No.)</I></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Bradley C. Almond</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">2711 N. Haskell Avenue<BR>
Suite&nbsp;2300, LB 36<BR>
Dallas, Texas 75204-2960
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">2711 N. Haskell Avenue<BR>
Suite&nbsp;2300, LB 36<BR>
Dallas, Texas 75204-2960</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(214) 370-2000</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><I>(Address, including zip code,</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><I>(Name, address, including zip code,</I></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><I>of principal executive offices)</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><I>and telephone number, including area</I></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><I>code, of agent for service)</I></TD>
</TR>

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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>RICHARD SPURR EMPLOYMENT AGREEMENT AND STOCK OPTION AGREEMENT</B>



<P align="center" style="font-size: 10pt"><B><I>(Full title of the plan)</I></B>


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="14%" align="center"></DIV>



<P align="center" style="font-size: 10pt"><B>Calculation of Registration Fee</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="85%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B> Title of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>to be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered<SUP>(1)</SUP></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>per Share<SUP>(2)</SUP></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price<SUP>(2)</SUP></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Fee<SUP>(2)</SUP></B><HR size="1" noshade></TD>
</TR>

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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, $.01
par value</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="right">650,000 </TD>
    <TD align="left">&nbsp;Shares(3)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">10.80</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">7,020,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">889.44</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="right">3,823</TD>
    <TD align="left">&nbsp;Shares(4)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">13.08</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">50,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">6.34</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="right">653,823</TD>
    <TD>&nbsp;Shares</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">895.78</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Securities being registered consist of 650,000 shares of Zix Corporation
(&#147;ZixCorp&#148;) common stock issuable upon exercise of options and 3,823 shares of restricted ZixCorp common stock. The options and restricted
stock have been granted to Richard D. Spurr in connection with his initial
employment with ZixCorp and are subject to the terms and conditions of the
Employment Agreement, by and between Mr.&nbsp;Spurr and ZixCorp (the
&#147;Employment Agreement&#148;) and the Stock Option Agreement executed pursuant
thereto (the &#147;Stock Option Agreement&#148;). Applicable provisions of the Zix
Corporation 2003 New Employee Stock Option Plan (the &#147;2003 Plan&#148;) are
incorporated into the Stock Option Agreement. Pursuant to Rule 416
under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), this
registration statement also covers any additional shares of common stock
that may be issuable pursuant to the anti-dilution provisions of the Stock
Option Agreement and the 2003 Plan.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee.
The registration fee has been calculated in accordance with Rule 457(h)
under the Securities Act on the basis set forth in the Employment
Agreement and the Stock Option Agreement, respectively.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Represents 650,000 shares of common stock subject to the Stock Option
Agreement.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Represents 3,823 shares of restricted common stock subject to the
Employment Agreement.</TD>
</TR>


</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>


<P align="center" style="font-size: 10pt"><B>EXPLANATORY NOTE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement contains two parts. The first part contains a
reoffer prospectus prepared in accordance with Part&nbsp;I of Form S-3 under the
Securities Act. Our reoffer prospectus has been prepared pursuant to
Instruction C of Form S-8, in accordance with the requirements of Part&nbsp;I of
Form S-3, and may be used for reofferings and resales on a continuous or
delayed basis in the future of up to an aggregate of 653,823 &#147;control
securities&#148; which have been, or may be, issued pursuant to the Employment
Agreement or the Stock Option Agreement, respectively. Up to 650,000 shares of
common stock may be issued (when and if vested) to Mr.&nbsp;Spurr under the Stock
Option Agreement. In addition, the 3,823 shares of common stock issued
pursuant to the Employment Agreement are subject to certain forfeiture and
resale restrictions as described in the Employment Agreement. The second part
contains information required in the registration statement under Part&nbsp;II of
Form S-8.


<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified by Part&nbsp;I of Form S-8
are not being filed with the Securities and Exchange Commission as permitted by
the Note in Part&nbsp;I of Form S-8. This information will be sent or given to Mr.
Spurr as specified by Rule&nbsp;428 under the Securities Act. These documents and
the documents incorporated by reference in this registration statement pursuant
to Item&nbsp;3 of Part&nbsp;II of this registration statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>ZIX CORPORATION</B>



<P align="center" style="font-size: 10pt"><B>653,823 Shares</B>



<P align="center" style="font-size: 10pt"><B>Common Stock</B>

<p align="center" style="font-size: 10pt"><HR size="1" noshade width="25%" align="center">

<P align="center" style="font-size: 10pt"><B>REOFFER PROSPECTUS</B>

<p align="center" style="font-size: 10pt"><HR size="1" noshade width="25%" align="center">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This reoffer prospectus relates to an offering of up to 653,823 shares of
our common stock (the &#147;Shares&#148;), of which 3,823 have been issued to the selling
shareholder pursuant to the Richard Spurr Employment Agreement (we refer to it
as the &#147;Employment Agreement&#148;) and up to 650,000 shares of our common stock
which may be issued (when and if vested) to the selling shareholder under the
Richard Spurr 2004 Stock Option Agreement (we refer to it as the &#147;Stock Option
Agreement&#148;), which has been executed pursuant to the Employment Agreement. The
Shares that have been issued or may be issued to the Selling Shareholder
constitute &#147;control securities.&#148; The 3,823 shares of common stock issued
pursuant to the Employment Agreement are subject to certain forfeiture and
resale restrictions as described in the Employment Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Shares being registered are being offered for the account of the
shareholder identified under &#147;Selling Shareholder&#148; on page 11. We will not
receive any proceeds from the sale of the Shares offered under this reoffer
prospectus. We will, however, receive proceeds from any cash exercises of the
options by the Selling Shareholder under the Stock Option Agreement. All
proceeds received as a result of the exercise of those options will be used as
working capital for our operations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Shareholder and participating brokers and dealers may be
deemed to be &#147;underwriters&#148; within the meaning of the Securities Act of 1933,
as amended, in which event any profit on the sale of Shares by the Selling
Shareholder and any commission or discounts received by those brokers or
dealers may be deemed to be underwriting compensation under the Securities Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Shares may be offered in transactions on The Nasdaq Stock Market, in
negotiated transactions, or through a combination of methods of distribution,
at prices relating to the prevailing market prices, at negotiated prices or at
fixed prices that may be changed. Please see &#147;Plan of Distribution&#148; on page
12.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is quoted on The Nasdaq Stock Market under the symbol
&#147;ZIXI&#148;. On May&nbsp;12, 2004, the last sale price of our common stock, as reported
on Nasdaq, was $8.33 per share.

<p align="center" style="font-size: 10pt"><HR size="1" noshade width="25%" align="center">

<P align="center" style="font-size: 10pt"><B>This investment involves a high degree of risk. You should purchase<BR>
shares only if you can afford a loss of all or a portion of your investment.</B>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>Please see &#147;Risk Factors&#148; beginning on page 1.</B>

<p align="center" style="font-size: 10pt"><HR size="1" noshade width="25%" align="center">

<P align="center" style="font-size: 10pt"><B>NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR<BR>
ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED<BR>
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY<BR>
OF THIS REOFFER PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY<BR>
IS A CRIMINAL OFFENSE.</B>

<p align="center" style="font-size: 10pt"><HR size="1" noshade width="25%" align="center">

<P align="center" style="font-size: 10pt">The date of this reoffer
prospectus is May&nbsp;19, 2004.



<P align="center" style="font-size: 10pt"><B>TABLE OF CONTENTS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#101">Summary</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#102">Zix Corporation</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#103">Risk Factors</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#104">Note on Forward-Looking Statements and Risk Factors</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#105">Documents Incorporated by Reference</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#106">Where You Can Get More Information</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#107">Determination of Offering Price</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#108">Selling Shareholder</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#109">Plan of Distribution</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#110">Use of Proceeds</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#111">Indemnification of Directors and Officers</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#112">Legal Matters</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#113">Experts</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d15539exv5w1.htm">Opinion/Consent of Ronald A. Woessner</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d15539exv23w2.htm">Consent of Ernst & Young LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d15539exv23w3.htm">Consent of PricewaterhouseCoopers LLP</A></FONT></TD></TR>
</TABLE>
</DIV>


<DIV align="left">
<!-- /TOC -->
</DIV>
<P align="left" style="font-size: 10pt"><B>You should rely only on the information contained in this reoffer prospectus
and not on any unauthorized information or representations. Neither Zix
Corporation nor any of its representatives has authorized anyone to provide
prospective investors with any information or to represent anything not
contained in or incorporated by reference in this reoffer prospectus.
Furthermore, no dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in or incorporated by
reference in this reoffer prospectus. This reoffer prospectus is an offer to
sell only the shares offered by this reoffer prospectus, but only under the
circumstances and in jurisdictions where it is lawful to do so. The
information contained in this reoffer prospectus is current only as of its
date, regardless of the time of the delivery of this reoffer prospectus or any
sale of these securities.</B>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="101"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>SUMMARY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>This prospectus has been prepared pursuant to General Instruction C of
Form&nbsp;S-8, in accordance with the requirements of Part&nbsp;I of </B><B>Form S-3</B><B> under the
Securities Act solely with regard to the resale of the Shares by the Selling
Shareholder.</B>

<DIV align="left">
<A name="102"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>ZIX CORPORATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since January&nbsp;1999, we have been developing and marketing products and
services that bring privacy, security and convenience to Internet users:
specifically, e-messaging protection and transaction services. We offer
products and services to protect organizations from viruses, spam, and
electronic attack, as well as enabling secure electronic communications, such
as email encryption and e-prescribing. In late January&nbsp;2004, we acquired the
assets of MyDocOnline, Inc. (we refer to it as &#147;MyDocOnline&#148;), a leading
provider of secure Web-based communications, disease management, and laboratory
information solutions. We were incorporated in Texas in 1988. Our executive
offices are located at 2711 North Haskell Avenue, Suite&nbsp;2300, LB 36, Dallas,
Texas 75204-2960, and our telephone number is (214)&nbsp;370-2000. Our Web site
address is www.zixcorp.com. Information contained on our Web site is not a part
of this prospectus. In this prospectus, &#147;we,&#148; &#147;us,&#148; &#147;ZixCorp,&#148; &#147;our&#148; and &#147;Zix&#148;
refer to Zix Corporation and its subsidiaries unless the context otherwise
requires.

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<P align="center" style="font-size: 10pt"><B>RISK FACTORS</B>



<P align="left" style="font-size: 10pt"><B>Risks and Uncertainties</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Before investing in our common stock offered by this prospectus, you
should carefully consider the following risks and uncertainties, in addition to
the other information contained or incorporated by reference in this
prospectus. Also, you should be aware that the risks and uncertainties
described below are not the only ones facing us. Additional risks and
uncertainties that we do not yet know of or that we currently think are
immaterial may also impair our business operations. If any of those risks or
uncertainties or any of the risks and uncertainties described below actually
occur, our business, financial condition, prospects or results of operations
could be materially and adversely affected. In that case, the trading price of
the common stock offered in this prospectus could decline, and you may lose all
or part of your investment.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We continue to use significant amounts of cash.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since 1999, we have been developing and marketing products and services
that bring privacy, security and convenience to Internet users, with a
particular focus in the healthcare sector. Our businesses operate in
emerging markets, and developing these businesses is costly and the market is
highly competitive. Emerging market businesses involve risks and uncertainties,
and there are no assurances that we will be successful in our efforts. We have
experienced significant operating losses in recent years and utilization of
cash resources continues at a substantial level. ZixCorp anticipates further
losses in 2004.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Our recent acquisitions of three companies may require us to invest
significant resources to make them successful.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In July&nbsp;2003, we acquired substantially all of the assets of PocketScript,
a provider of electronic prescription solutions for the healthcare industry; in
September&nbsp;2003, we acquired substantially all of the assets of Elron Software,
a provider of anti-spam, email content filtering and Web filtering solutions;
and in late January&nbsp;2004, we acquired substantially all of the assets of
MyDocOnline, a provider of secure Web-based communications and laboratory
information solutions. PocketScript and MyDocOnline are start-up ventures in
emerging markets. While Elron has been in business for a number of years, its
revenues have declined in recent years. PocketScript, Elron, and MyDocOnline
have incurred operating losses in recent years. The ability to increase the
companies&#146; revenues in the near future is largely dependent upon, in Elron&#146;s
case, whether our efforts to bring enhanced and new products to market are
successful, and in the case of PocketScript and MyDocOnline, whether we are
able to develop the market for their products and services. Our challenge is
to make these new subsidiaries profitable. To do so may require us to invest
significant resources, including significant amounts of cash, and there are no
assurances that these subsidiaries will become profitable in the near term.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>The market may not broadly accept our products and services, which would
prevent us from operating profitably.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We must be able to achieve broad market acceptance for our products and
services in order to operate profitably. We have not yet been able to do this.
To our knowledge, there are currently no secure e-messaging protection and
transaction businesses similar to our Zix branded business that currently
operate at the scale that we would require, at our current expenditure levels
and pricing, to become profitable. As previously noted, PocketScript and
MyDocOnline are start-up ventures in emerging markets. There is no assurance
that our products and services will become generally accepted or that they will
be compatible with any standards that become generally accepted, nor is there
any assurance that enough paying users will ultimately be obtained to enable us
to operate profitably.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Competition in our businesses is expected to increase, which could cause
our business - including the business of our recently acquired subsidiaries -
to fail.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Zix branded solutions are targeted to the secure e-messaging
protection and transaction services market. Elron&#146;s product solutions have
enabled us to enhance our Zix branded protection management services by adding
a new feature set to our anti-virus, anti-spam and email content filtering
services while expanding our offering to include URL filtering. Our
PocketScript and MyDocOnline businesses are targeted toward the emerging
markets for electronic prescriptions and online communication among the
healthcare community. As the public&#146;s and governmental authorities&#146; awareness
about the need for privacy and security of electronic communications has
increased over the past few years, an increasing number of competitors have
entered the market.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although there are many large, well-funded participants in the information
technology security industry, few currently participate in the secure
e-messaging protection and transaction services market in which our Zix branded
solutions compete. Most other product-only solutions in this market require
extensive increases in overhead to implement and deploy them. In


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<P align="left" style="font-size: 10pt">addition, our Zix branded solutions can be made operational in a very
short period of time compared to the longer procurement and deployment cycles
common with the solutions of many of our competitors. Our service and product
offerings are focused on the secure communications market, including secure
e-messaging and protection management. Companies that compete with our Zix
branded secure e-messaging and protection business include content management
and secure delivery companies, such as Authentica, Inc., Certified Mail, Sigaba
Corporation and Tumbleweed Communications Corp., and other messaging/spam
protection participants such as BrightMail Incorporated, CipherTrust, Inc.,
ClearSwift Limited, FrontBridge Technologies, Inc., MessageLabs, Postini, Inc.,
NetIQ Corp. and SurfControl Incorporated.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Zix branded products and Elron products also compete with several
product companies that deliver anti-virus solutions that may also contain
limited email messaging/spam protection capabilities, including Network
Associates, Inc. (McAfee), Sophos, Inc., Symantec Corporation and Trend Micro,
Inc. We also compete with companies that offer Web filtering products, such as
Secure Computing Corporation, SurfControl Incorporated, Websense, Inc. and
NetIQ Corp.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, we face competition from vendors of Internet server
appliances, operating systems, networking hardware, network management
solutions and security software, many of which now, or may in the future,
develop or bundle secure e-messaging, messaging/spam protection and/or Web
filtering capabilities into their products.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may face increased competition as these competitors partner with others
or develop new product and service offerings to expand the functionality that
they can offer to their customers. We believe that the secure e-messaging
protection and transaction services market is immature, and, for the most part,
unpenetrated, unlike many segments of the information technology security
industry &#151; which are saturated. We have spent several years on infrastructure
development and product development. Our competitors may, over time, develop
new technologies that are perceived as being more secure, effective or cost
efficient than our own. If we are not successful in exploiting the technology
advantage we believe we currently hold, these competitors could successfully
garner a significant share of the market, to the exclusion of our company.
Furthermore, increased competition could result in pricing pressures, reduced
margins or the failure of our business to achieve or maintain market
acceptance, any of which could harm our business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our PocketScript electronic prescription management services allow health
care payors to effectively deliver drug information to physicians at the point
of care, enabling providers to work more effectively within established
formularies. Our PocketScript services, targeted to the e-prescription
marketplace, are expected to grow as more physicians are leveraging technology
in delivering healthcare services, coupled with the fact that the number of
prescriptions written annually in the United States continues to increase.
Participants in the e-prescribing space include AllScripts Healthcare
Solutions, Ramp Corporation, Dr.&nbsp;First, Inc. and iScribe (a division of
AdvancePCS).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our recently acquired MyDocOnline business offers a variety of
Internet-based healthcare services. MyDocOnline Connect is a
subscription-based Web service that allows patients and physicians to securely
communicate online. Connect helps patients become more active, informed
participants in their own health. Communication features offered by the service


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<P align="left" style="font-size: 10pt">cover the spectrum of patient needs, and include: online doctor visits,
administrative questions, appointment requests, billing questions, prescription
requests, and referral requests. The service also offers a host of
educational, interactive content features that deliver condition-specific
health information to patients. Connect competitors include Medem, Inc.,
RelayHealth Corporation and MedFusion, Inc. with respect to the communication
features, and WebMD Corporation with respect to the content resources. We
believe that Connect offers superior services in the online doctor visit arena
with the comprehensiveness of the templates; its ability to intelligently
evaluate symptoms, interface with electronic medical records, control template
availability at a granular level, and enable patients to include their health
history; and its compatibility with the vast number of business/financial
arrangements that exist in the healthcare industry. Nevertheless, we expect to
face increasing competition in this arena and our competitors may develop
products and services that are perceived to be better than ours.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dr.&nbsp;Chart, also a Web-based communication tool, connects healthcare
providers and laboratories by allowing doctors to initiate lab orders, check
medical necessity compliance and view results rapidly and accurately using a
secure Internet connection. Dr.&nbsp;Chart also automatically integrates patient
information, customizes requisition formats for individual practices,
automatically prints specimen labels, automatically checks Medicare compliance
and provides an up-front Advanced Beneficiary Notification (ABN)&nbsp;at point of
order and allows labs to enhance reporting with historical analyses, trending,
and graphing. Dr.&nbsp;Chart seamlessly integrates into labs&#146; current systems and
is fully customizable. Competitors include: 4Medica, Inc., Cerner Corporation
and Misys plc. All of the competitors offer the same basic services that Dr.
Chart offers, although we believe that Dr.&nbsp;Chart is superior to services
offered by its competitors because of the flexibility of the product, expertise
in interfacing to other systems, and duration and breadth of experience
delivering Internet-based orders and solutions to labs nationwide.
Nevertheless, we expect to face increasing competition in this arena and our
competitors may develop products and services that are perceived to be better
than ours.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Our inability to successfully and timely develop and introduce new
e-messaging protection and transaction products and related services and to
implement technological changes could harm our business.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The emerging nature of the secure e-messaging protection and transaction
services business and its rapid evolution, require us continually to develop
and introduce new products and services and to improve the performance,
features and reliability of our existing products and services, particularly in
response to competitive offerings. Our Elron business, while having a
significant customer base and meaningful revenues, has not been profitable in
recent years under its prior ownership.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also have under development new feature sets for our current Zix
branded product line and service offerings and are considering new secure
e-messaging products and services. By adding Elron&#146;s product line to our
current service offerings, we will be able to accelerate the development time
we would have otherwise needed to build additional feature sets into our Zix
branded product and service offerings. The success of new or enhanced products
and services depends on several factors &#151; primarily, market acceptance. We may
not succeed in developing and marketing new or enhanced products and services
that respond to competitive and technological developments and changing
customer needs. This could harm our business.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If the market for secure e-messaging protection and transaction services
does not continue to grow, demand for our products and services will be
adversely affected.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The market for secure electronic communications is a developing market.
Continued growth of the secure e-messaging protection and transaction services
market will depend to a large extent on the market recognizing the need for
secure electronic communications, such as email encryption and e-prescribing.
Failure of this market to grow would harm our business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If health care providers fail to adopt the PocketScript and MyDocOnline
Care Delivery Solutions, we will fail to achieve the critical mass of
physicians and patients to build a successful business.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our PocketScript electronic prescription management services and our
MyDocOnline services are targeted to the emerging market for providing secure
communications among health care providers to deliver information in an
efficient, economical manner. These are emerging markets, and the success of
our PocketScript and MyDocOnline services is dependent, in large measure, on
physicians and other health care providers changing the manner in which they
conduct their medical practices by beginning to use secure wireless and
Internet communications channels to communicate with their patients, medical
laboratories, payors, drug formularies, and others. Our challenge is to make
these new businesses profitable. To do so may require us to invest significant
resources, including significant amounts of cash, and there are no assurances
that these businesses will become profitable in the near term.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Capacity limits on our technology and network hardware and software may be
difficult to project, and we may not be able to expand and upgrade our systems
to meet increased use, which would result in reduced revenues.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While we have ample through-put capacity to handle our customers&#146;
requirements for the medium term, at some point we may be required to expand
and upgrade our technology and network hardware and software. We may not be
able to accurately project the rate of increase in usage on our network,
particularly since we have significantly expanded our potential customer base
by our recent acquisition of PocketScript and MyDocOnline, whose service
offerings will be supported by our ZixSecure Center, once we transition the
data center operations of PocketScript and MyDocOnline to this facility. In
addition, we may not be able to expand and upgrade, in a timely manner, our
systems and network hardware and software capabilities to accommodate increased
traffic on our network. If we do not timely and appropriately expand and
upgrade our systems and network hardware and software, we may lose customers
and revenues.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Security interruptions to our data centers could disrupt our business, and
any security breaches could expose us to liability and negatively impact
customer demand for our products and services.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business depends on the uninterrupted operation of our data centers &#151;
currently, our ZixSecure Center located in Dallas, Texas; the Austin, Texas
data centers used for fail-over and staging of new customers of our Zix branded
services; the Dallas, Texas co-location facility that supports the operations
of our recently acquired MyDocOnline business; and the data center that
supports the PocketScript operations. We must protect these centers from loss,
damage or interruption caused by fire, power loss, telecommunications failure
or other events beyond our


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<P align="left" style="font-size: 10pt">control. Any damage or failure that causes interruptions in our data
centers operations could materially harm our business, financial condition and
results of operations.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, our ability to issue digitally-signed certified time-stamps
and public encryption codes in connection with our Zix branded products and
services and to support PocketScript&#146;s e-prescribing services and MyDocOnline&#146;s
services depends on the efficient operation of the Internet connections between
customers and our data centers. We depend on Internet service providers
efficiently operating these connections. These providers have experienced
periodic operational problems or outages in the past. Any of these problems or
outages could adversely affect customer satisfaction.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Furthermore, it is critical that our facilities and infrastructure remain
secure and the market perceives them to be secure. Despite our implementation
of network security measures, our infrastructure may be vulnerable to physical
break-ins, computer viruses, attacks by hackers and similar disruptions from
unauthorized tampering with our computer systems. In addition, we are
vulnerable to coordinated attempts to overload our systems with data, resulting
in denial or reduction of service to some or all of our users for a period of
time. We do not carry insurance to compensate us for losses that may occur as a
result of any of these events; therefore, it is possible that we may have to
use additional resources to address these problems.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Secure messages sent through our ZixPort&#153; and ZixMessage Center messaging
portals, in connection with the operation of our secure e-messaging protection
and transaction services, will reside, for a user-specified period of time, in
our secure data center network; individual prescription histories transmitted
through our PocketScript system will reside in our secure data center network;
and the personal health care information transmitted through our MyDocOnline
system will reside in our secure data center network. Any physical or
electronic break-ins or other security breaches or compromises of this
information could expose us to significant liability, and customers could be
reluctant to use our Internet-related products and services.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We may have to defend our rights in intellectual property that we use in
our products and services, which could be disruptive and expensive to our
business.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may have to defend our intellectual property rights or defend against
claims that we are infringing the rights of others. Intellectual property
litigation and controversies are disruptive and expensive. Infringement claims
could require us to develop non-infringing products or enter into royalty or
licensing arrangements. Royalty or licensing arrangements, if required, may not
be obtainable on terms acceptable to us. Our business could be significantly
harmed if we are not able to develop or license the necessary technology.
Furthermore, it is possible that others may independently develop substantially
equivalent intellectual property, thus enabling them to effectively compete
against us.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Defects or errors could affect the performance of our products and
services.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We subject our Zix branded products and services to quality assurance
testing prior to product release. There is no assurance that the quality and
assurance testing previously conducted by the businesses we recently acquired
on their current products and services conform to our standards for quality
assurance testing. Regardless of the level of quality assurance testing, any
of our products and services could contain undetected defects or errors. This
could


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<P align="left" style="font-size: 10pt">result in loss of or delay in revenues, failure to achieve market
acceptance, diversion of development resources, injury to our reputation,
litigation claims, increased insurance costs or increased service and warranty
costs. Any of these could prevent us from implementing our business model and
achieving the revenues we need to operate profitably.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Public key cryptography technology is subject to risks.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Zix branded products and services, the PocketScript e-prescription
service and the MyDocOnline businesses employ, and future products and services
may employ, public key cryptography technology. With public key cryptography
technology, a public key and a private key are used to encrypt and decrypt
messages. The security afforded by this technology depends, in large measure,
on the integrity of the private key, which is dependent, in part, on the
application of certain mathematical principles. The integrity of the private
key is predicated on the assumption that it is difficult to mathematically
derive the private key from the related public key. Should methods be developed
that make it easier to derive the private key, the security of encryption
products using public key cryptography technology would be reduced or
eliminated and such products could become unmarketable. This could require us
to make significant changes to our products, which could damage our reputation
and otherwise hurt our business. Moreover, there have been public reports of
the successful decryption of certain encrypted messages. This, or related,
publicity could adversely affect public perception of the security afforded by
public key cryptography technology, which could harm our business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We depend on key personnel.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We depend on the performance of our senior management team &#151; including our
chairman and chief executive officer, John A. Ryan; our president and chief
operating officer, Richard Spurr and their direct reports and other key
employees, particularly highly skilled technical personnel. Our success depends
on our ability to attract, retain and motivate these individuals. There are no
binding agreements with any of our employees which prevent them from leaving
our company at any time. There is competition for these personnel. In addition,
we do not maintain key person life insurance on any of our personnel. The loss
of the services of any of our key employees or our failure to attract, retain
and motivate key employees could harm our business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We could be affected by government regulation.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exports of software products using encryption technology, such as our Zix
branded products and services, are generally restricted by the U.S. government.
Although we have obtained U.S. government approval to export our products to
almost all countries in the world, the list of countries to which our products
cannot be exported could be revised in the future. Furthermore, some foreign
countries impose restrictions on the use of encryption products, such as our
products. Failure to obtain the required governmental approvals would preclude
the sale or use of our products in international markets.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Furthermore, boards of pharmacy in the various states in which our
PocketScript and MyDocOnline businesses operate regulate the process by which
physicians write prescriptions. While regulations in the states in which these
businesses currently generally operate permit the electronic writing of
prescriptions, such regulations could be revised in the future. Moreover,


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<P align="left" style="font-size: 10pt">regulations in states in which these businesses do not currently operate
may not be as favorable and may impede our ability to develop business in these
states. Furthermore, future state or federal regulation could mandate
standards for the electronic writing of prescriptions or for the secure
electronic transmittal of personal health information through the Internet that
our technology and systems do not comply with, which would require us to modify
our technology and systems.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Our stock price may be volatile.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The market price of our common stock has fluctuated significantly in the
past and is likely to fluctuate in the future. Our stock price may decrease as
a result of the dilutive effect caused by the additional number of shares that
may become available in the market due to the issuances of our common stock in
connection with the capital funding and acquisition transactions we completed
over the last year. As of April&nbsp;15, 2004, there was a short position in our
common stock of 8,255,555 shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Our directors and executive officers own a substantial percentage of our
securities. Their ownership could allow them to exercise significant control
over corporate decisions and to implement corporate acts that are not in the
best interests of our shareholders as a group.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our directors and executive officers beneficially own shares of our
securities that represent approximately 17.6% of the combined voting power
eligible to vote on matters brought before our shareholders, including
securities and associated warrants beneficially owned by Antonio R. Sanchez,
Jr., a former director and father of a current director (Antonio R. Sanchez
III), and current beneficial owner of approximately 8.7% of our outstanding
common stock, and John A. Ryan, our chairman and chief executive officer.
Therefore, our directors and executive officers, if they acted together, could
exert substantial influence over matters requiring approval by our
shareholders. These matters would include the election of directors. This
concentration of ownership and voting power may discourage or prevent someone
from acquiring our business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>A private investor owns a large percentage of our outstanding stock and
could significantly influence the outcome of actions.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;George W. Haywood, a private investor, beneficially owns approximately
16.0% of our outstanding common stock. Therefore, Mr.&nbsp;Haywood could exert
substantial influence over all matters requiring approval by our shareholders,
including the election of directors. Mr.&nbsp;Haywood&#146;s interests may not be aligned
with the interests of our other shareholders. This concentration of ownership
and voting power may discourage or prevent someone from acquiring our business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Further issuances of equity securities may be dilutive to current
shareholders.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At some point in the future we may determine to seek additional capital
funding or to acquire additional businesses. These events could involve the
issuance of one or more types of equity securities, including convertible debt,
common or convertible preferred stock and warrants to acquire common or
preferred stock. Such equity securities could be issued at or below the
then-prevailing market price for our common stock. In addition, we incentivize
employees and attract new employees by issuing options to purchase our shares
of common


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<P align="left" style="font-size: 10pt">stock. Therefore, the interest of our existing shareholders could be
diluted by future stock option grants to employees and any equity securities
issued in capital funding financings or business acquisitions.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We may have liability for indemnification claims arising from the sale of
our previous businesses in 1998 and 1997.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We disposed of our previous operating businesses in 1998 and 1997. In
selling those businesses, we agreed to provide customary indemnification to the
purchasers of those businesses for breaches of representations and warranties,
covenants and other specified matters. Although we believe that we have
adequately provided for future costs associated with these indemnification
obligations, indemnifiable claims could exceed our estimates.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We may encounter other unanticipated risks and uncertainties in the
markets we serve or in developing new products and services, and we cannot
assure you that we will be successful in responding to any unanticipated risks
or uncertainties.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There are no assurances that we will be successful or that we will not
encounter other, and even unanticipated, risks. We discuss other operating,
financial or legal risks or uncertainties in our periodic filings with the SEC.
We are, of course, also subject to general economic risks.

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<P align="center" style="font-size: 10pt"><B>NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This document contains &#147;forward-looking statements&#148; within the meaning of
Section&nbsp;27A of the Act and Section&nbsp;21E of the Exchange Act. All statements
other than statements of historical fact are &#147;forward-looking statements&#148; for
purposes of federal and state securities laws, including: any projections of
future business, market share, earnings, revenues or other financial items; any
statements of the plans, strategies and objectives of management for future
operations; any statements concerning proposed new products, services or
developments; any statements regarding future economic conditions or
performance; any statements of belief; and any statements of assumptions
underlying any of the foregoing. Forward-looking statements may include the
words &#147;may,&#148; &#147;will,&#148; &#147;predict,&#148; &#147;plan,&#148; &#147;should,&#148; &#147;goal,&#148; &#147;estimate,&#148; &#147;intend,&#148;
&#147;continue,&#148; &#147;believe,&#148; &#147;expect,&#148; &#147;anticipate&#148; and other similar words. Such
forward-looking statements may be contained in the &#147;Risk Factors&#148; section
above, among other places.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well
as any forward-looking statements, are subject to change and to inherent risks
and uncertainties, such as those disclosed in this document. We do not intend,
and undertake no obligation, to update any forward-looking statement.

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<P align="center" style="font-size: 10pt"><B>DOCUMENTS INCORPORATED BY REFERENCE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We furnish our shareholders with annual reports containing audited
financial statements and other appropriate reports. We also file annual,
quarterly and special reports, proxy statements and other information with the
SEC. Instead of repeating information that we have already filed with the SEC,
we are allowed to &#147;incorporate by reference&#148; in this prospectus information
contained in those documents we have filed with the SEC. These documents are considered to be
part of this prospectus.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We incorporate by reference in this prospectus the documents listed below
and any future filings we make with the SEC under Sections&nbsp;13(a), 13(c), 14 or
15(d) of the Exchange Act until the Selling Shareholder sells all of the Shares
offered by this prospectus:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#149;&nbsp;our Annual Report on Form 10-K, including audited financial statements,
for our fiscal year ended December&nbsp;31, 2003;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#149;&nbsp;our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#149;&nbsp;our Current Reports on Form 8-K dated February&nbsp;10, 2004 and April&nbsp;7,
2004, and our Current Reports on Form 8-K/A dated April&nbsp;14, 2004 and May&nbsp;6,
2004; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#149;&nbsp;the description of our common stock contained in our Registration
Statement on Form 8-A, dated September&nbsp;25, 1989, including any amendment or
report filed for the purpose of updating such description.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any documents that we file with the SEC pursuant to Section&nbsp;13(a), 13(c),
14 or 15(d) of the Exchange Act, prior to the termination of the offering, will
also be considered to be part of this prospectus and will automatically update
and supersede the information contained in this prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At your request, we will provide you, without charge, a copy of any of the
documents we have incorporated by reference into this prospectus but not
delivered with the prospectus (other than exhibits to such documents, unless
those exhibits are specifically incorporated by reference into the documents
that this prospectus incorporates). If you want more information, write or
call:


<P align="center" style="font-size: 10pt">Bradley C. Almond<BR>
Vice President and Chief Financial Officer<BR>
Zix Corporation<BR>
2711 North Haskell Avenue<BR>
Suite&nbsp;2300, LB 36<BR>
Dallas, Texas 75204-2960<BR>
Telephone: (214)&nbsp;370-2000


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<P align="center" style="font-size: 10pt"><B>WHERE YOU CAN GET MORE INFORMATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are delivering this reoffer prospectus to you in accordance with the
U.S. securities laws. We have filed a registration statement with the SEC to
register the common stock that the selling shareholder is offering to you.
This reoffer prospectus is part of that registration statement. As allowed by
the SEC&#146;s rules, this reoffer prospectus does not contain all of the
information that is included in the registration statement.


<P align="center" style="font-size: 10pt">10
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may obtain a copy of the registration statement, or a copy of any
other filing we have made with the SEC, directly from the SEC. You may either:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#149;&nbsp;read and copy any materials we have filed with the SEC at the SEC&#146;s
Public Reference Room maintained at 450 Fifth Street, N.W., Washington, D.C.
20549, as well as the following regional offices: 233 Broadway, New York, New
York 10279; and Citicorp Center, 500 West Madison Street, Suite&nbsp;1400, Chicago,
Illinois 60661-2511; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#149;&nbsp;visit the SEC&#146;s Internet site at http://www.sec.gov, which contains
reports, proxy and information statements, and other information regarding
issuers that file electronically.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You can obtain more information about the SEC&#146;s Public Reference Room by
calling the SEC at 1-800-SEC-0330.

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<P align="center" style="font-size: 10pt"><B>DETERMINATION OF OFFERING PRICE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>The Selling Shareholder may sell the Shares from time to time on the
Nasdaq National Market, or otherwise, at prices and terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
See &#147;Selling Shareholder&#148; and &#147;Plan of Distribution.&#148;</B>

<DIV align="left">
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<P align="center" style="font-size: 10pt"><B>SELLING SHAREHOLDER</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Of the Shares being offered, 3,823 have been issued to the Selling
Shareholder in connection with the Employment Agreement, and the remaining
650,000 shares of common stock being offered are issuable (when and if vested)
to the Selling Shareholder pursuant to the Stock Option Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The table below sets forth information with respect to the beneficial
ownership of our common stock by the Selling Shareholder immediately prior to
the offering and as adjusted to reflect the sale of Shares pursuant to the
offering. The table assumes that the Selling Shareholder sells all of the
Shares offered by the Selling Shareholder in the offering. We are unable,
however, to determine the exact number of shares that will actually be sold or
when or if these sales will occur. All information with respect to the
beneficial ownership has been furnished by the Selling Shareholder. All of the
650,000 shares issuable (when and if vested) to the Selling Shareholder
pursuant to the Stock Option Agreement have been reserved for issuance by us to
the Selling Shareholder upon the exercise of the options.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective January&nbsp;20, 2004, the Selling Shareholder became our president
and chief operating officer.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Shareholder&#146;s beneficial ownership after the offering is less
than 1% of our common stock. Beneficial ownership after the offering assumes
that all the shares that may be offered are sold.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficial Ownership</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficial Ownership</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After Offering</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares to be Sold</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px">Richard D. Spurr</DIV></TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">166,323 </TD>
    <TD nowrap>(1)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">653,823 </TD>
    <TD nowrap>(2)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">(1)&nbsp;As of the date of this reoffer prospectus, 162,500 of the options to
purchase the 650,000 shares of our common stock subject to the Stock Option
Agreement are exercisable within 60&nbsp;days. Therefore, these shares are included
in the calculation of beneficial ownership.


<P align="left" style="font-size: 10pt">(2)&nbsp;The 650,000 shares of our common stock subject to the Stock Option
Agreement are being registered pursuant to the registration statement in which
this reoffer prospectus is incorporated and are therefore included in this
reoffer prospectus as shares to be sold.



<P align="center" style="font-size: 10pt">11
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<P align="center" style="font-size: 10pt"><B>PLAN OF DISTRIBUTION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The sale of Shares offered in this reoffer prospectus by the Selling
Shareholder may be effected from time-to-time directly, or by one or more
broker-dealers or agents, in one or more transactions on The Nasdaq Stock
Market or other exchanges on which our common stock may be listed for trading,
in negotiated transactions, or through a combination of such methods of
distribution, at prices related to prevailing market prices, at negotiated
prices or at fixed prices, which may be changed. The Selling Shareholder will
act independently of us in making decisions with respect to the timing, manner
and size of each sale. There is no assurance that the Selling Shareholder will
offer for sale or sell any or all of the Shares registered pursuant to this
prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This reoffer prospectus also may be used, with our consent, by donees of
the Shares under circumstances requiring or making desirable its use. To the
extent required, we will file, during any period in which offers or sales are
being made, one or more supplements to this reoffer prospectus to set forth the
names of donees of the Selling Shareholder and any other material information
with respect to the plan of distribution not previously disclosed.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event one or more broker-dealers or agents agree to sell the
Shares, they may do so by purchasing the Shares as principals or by selling the
Shares as agents for the Selling Shareholder. Any broker-dealer that does this
may receive compensation in the form of discounts, concessions or commissions
from the Selling Shareholder or the purchasers of the Shares for which the
broker-dealer may act as agent or to whom they sell as principal, or both,
which compensation as to a particular broker-dealer may be in excess of
customary compensation. To our knowledge, the Selling Shareholder has not
entered into any agreement, arrangement or understanding with any particular
broker-dealer or market maker with respect to the Shares offered hereby, nor do
we know the identity of any brokers or market makers that will participate in
the offering. In managing the Selling Shareholder&#146;s investment in us, the
Selling Shareholder could employ various methods involving loans or pledges of
the Shares covered by this reoffer prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Shares may not simultaneously engage in
market-making activities with respect to our common stock for the applicable
period under Regulation&nbsp;M of the Exchange Act prior to the commencement of the
distribution. In addition, the Selling Shareholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Regulation&nbsp;M. These provisions may
limit the timing of purchases and sales of the Shares by the Selling
Shareholder. All of the foregoing may affect the marketability of the Shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to comply with some states&#146; securities laws, if applicable, our
common stock will be sold in jurisdictions only through registered or licensed
brokers or dealers. In some states, our


<P align="center" style="font-size: 10pt">12
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<P align="left" style="font-size: 10pt">common stock may not be sold unless it has been registered or qualified
for sale in such state or an exemption from registration or qualification is
available and is complied with. We will pay substantially all of the expenses
incident to this offering of the Shares by the Selling Shareholder to the
public other than commissions, concessions and discounts of brokers, dealers or
other agents.


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<P align="center" style="font-size: 10pt"><B>USE OF PROCEEDS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of the Shares by the
Selling Shareholder, rather, the Selling Shareholder will receive those
proceeds directly. We will, however, receive proceeds from any cash exercises
of the options by the Selling Shareholder under the Stock Option Agreement.
All proceeds received as a result of the exercise of those options will be used
as working capital for our operations.

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<P align="center" style="font-size: 10pt"><B>INDEMNIFICATION OF DIRECTORS AND OFFICERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by the Texas Business Corporation Act, our Restated Articles
of Incorporation provide that our directors shall not be personally liable to
us or our shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability for:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any breach of the director&#146;s duty of loyalty to us or to our
shareholders;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any act or omission not in good faith or which involves intentional
misconduct or a knowing violation of law;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any transaction from which the director derived any improper
personal benefit;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any act or omission where the liability of the director is
expressly provided by statute; or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any act related to an unlawful stock repurchase or payment of a
dividend.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, our Restated Articles of Incorporation and Restated Bylaws
include provisions permitted by the Texas Business Corporation Act whereby our
directors, officers, employees, and agents generally are to be indemnified
against certain liabilities to the fullest extent authorized by the Texas
Business Corporation Act. Furthermore, the employment agreements between us
and John A. Ryan (our chairman and chief executive officer) and Richard Spurr
(our president and chief operating officer), dated November&nbsp;14, 2001 and
January&nbsp;20, 2004, respectively, provide Messrs.&nbsp;Ryan and Spurr with a
contractual right to indemnification as an officer and/or director as set forth
in Article&nbsp;VII of our Restated Bylaws, dated September&nbsp;14, 1999. We maintain
insurance on behalf of our directors and executive officers insuring them
against any liability asserted against them in their capacities as directors or
officers or arising out of such status.

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<P align="center" style="font-size: 10pt"><B>LEGAL MATTERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the stock offered hereby will be passed upon for us by
Ronald A. Woessner, our Senior Vice President, General Counsel and Secretary.
Mr.&nbsp;Woessner beneficially owns 64,207 shares of our common stock (including
shares covered by employee stock options that are currently exercisable or that
become exercisable within 60&nbsp;days) and holds employee stock options to purchase
our common stock.


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<P align="center" style="font-size: 10pt"><B>EXPERTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements appearing in the Annual Report on
Form 10-K for our fiscal year ended December&nbsp;31, 2003, referred to above under
the heading &#147;Documents Incorporated by Reference&#148; have been audited by Ernst &#038;
Young LLP, our independent auditors, as set forth in their report thereon,
included therein, and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements of MyDocOnline, Inc. incorporated in this
Prospectus by reference to the Current Report on Form 8-K/A Amendment 1 dated
April&nbsp;14, 2004 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, given on the authority of said firm as experts in
auditing and accounting.


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<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Certain Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents are hereby incorporated herein by reference:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The registrant&#146;s Annual Report on Form 10-K, including audited
financial statements, for the fiscal year ended December&nbsp;31, 2003;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The registrant&#146;s Quarterly Report on Form 10-Q for the quarterly
period ended March&nbsp;31, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The registrant&#146;s Current Reports on Form 8-K dated February&nbsp;10, 2004
and April&nbsp;7, 2004; and the registrant&#146;s Current Reports on Form 8-K/A dated
April&nbsp;14, 2004 and May&nbsp;6, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The description of the registrant&#146;s common stock contained in its
registration statement on Form 8-A, filed with the Securities and Exchange
Commission on September&nbsp;25, 1989, including any amendment or report filed for
the purpose of updating such description.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents subsequently filed by the registrant pursuant
to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, 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 filing of such
documents.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained herein or 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 herein by reference modifies or
supersedes such earlier statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="center" style="font-size: 10pt">II-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the common stock offered hereby has been passed upon for
the registrant by Ronald A. Woessner, Senior Vice President, General Counsel
and Secretary of the registrant. Mr.&nbsp;Woessner beneficially owns 64,207 shares
of common stock (including shares covered by employee stock options that are
currently exercisable or that become exercisable within 60&nbsp;days) and holds
employee stock options to purchase common stock of the registrant.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by the Texas Business Corporation Act, the registrant&#146;s
Restated Articles of Incorporation provide that directors of the registrant
shall not be personally liable to the registrant or its shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability for (i)&nbsp;any breach of the director&#146;s duty of loyalty to the
registrant or its shareholders, (ii)&nbsp;any act or omission not in good faith or
which involves intentional misconduct or a knowing violation of law, (iii)&nbsp;any
transaction from which the director derived any improper personal benefit, (iv)
any act or omission where the liability of the director is expressly provided
by statute, or (v)&nbsp;any act related to an unlawful stock repurchase or payment
of a dividend. In addition, the registrant&#146;s Restated Articles of
Incorporation and Restated Bylaws include certain provisions permitted by the
Texas Business Corporation Act whereby directors, officers, employees, and
agents of the registrant generally are to be indemnified against certain
liabilities to the fullest extent authorized by the Texas Business Corporation
Act. Furthermore, the employment agreements between the registrant and John A.
Ryan (the registrant&#146;s chairman and chief executive officer) and Richard Spurr
(the registrant&#146;s president and chief operating officer), dated November&nbsp;14,
2001 and January&nbsp;20, 2004, respectively, provide Messrs.&nbsp;Ryan and Spurr with a
contractual right to indemnification as an officer and/or director of the
registrant as set forth in Article&nbsp;VII of the registrant&#146;s Restated Bylaws,
dated September&nbsp;14, 1999. The registrant maintains insurance on behalf of its
directors and executive officers insuring them against any liability asserted
against them in their capacities as directors or officers or arising out of
such status.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-6 of this registration statement, which Index is
incorporated herein by reference.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned registrant hereby undertakes:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of
the Securities Act of 1933;


<P align="center" style="font-size: 10pt">II-2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20&nbsp;percent change in the maximum aggregate
offering price set forth in the &#147;Calculation of Registration Fee&#148;
table in the effective registration statement.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;



<P align="left" style="margin-left:3%; font-size: 10pt"><I>provided, however, </I>paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section&nbsp;13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 <I>bona fide </I>offering thereof.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan&#146;s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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 <I>bona fide </I>offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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 foregoing provisions, 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
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a


<P align="center" style="font-size: 10pt">II-3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">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.


<DIV align="left">
<A name="114"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 City of Dallas, State of Texas, on May&nbsp;19, 2004.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">ZIX CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Bradley C. Almond
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Bradley C. Almond&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Vice President, Finance and Administration,<BR>
Chief Financial Officer and Treasurer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">II-4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Know all those by these presents that each person whose signature appears
below constitutes and appoints each of Bradley C. Almond and John A. Ryan, or
any of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person and in his
name, place and stead, in any and all capacities, in connection with the
registration statement on Form S-8 of Zix Corporation under the Securities Act
of 1933, as amended, including, without limitation of the generality of the
foregoing, to sign the registration statement in the name and on behalf of Zix
Corporation, or on behalf of the undersigned as a director or officer of Zix
Corporation, and any and all amendments or supplements to the registration
statement, including any and all stickers and post-effective amendments to the
registration statement, and to sign any and all additional registration
statements relating to the same offering of securities as the registration
statement that are filed pursuant to Rule&nbsp;462 under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and any applicable securities exchange or securities self-regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May&nbsp;19, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="65%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ John A. Ryan
<HR size="1" noshade>
John A. Ryan
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman, Chief Executive Officer and Director
(Principal Executive Officer)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Bradley C. Almond
<HR size="1" noshade>
Bradley C. Almond
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Finance and Administration,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Michael E. Keane
<HR size="1" noshade>
Michael E. Keane
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ James S. Marston
<HR size="1" noshade>
James S. Marston
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Antonio R. Sanchez III
<HR size="1" noshade>
Antonio R. Sanchez III
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Dr.&nbsp;Ben G. Streetman
<HR size="1" noshade>
Dr.&nbsp;Ben G. Streetman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">II-5
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="115"></A>
</DIV>


<P align="center" style="font-size: 10pt"><B>INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen certificate for common stock of Zix Corporation. Filed as
Exhibit&nbsp;4.1 to Zix Corporation&#146;s Annual Report on Form&nbsp;10-K for the year
ended December&nbsp;31, 1999, and incorporated herein by reference.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Ronald A. Woessner as to the validity of the securities being
registered.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement, dated January&nbsp;20, 2004, between Zix Corporation and
Richard Spurr. Filed as Exhibit&nbsp;10.14 to the registrant&#146;s Annual Report
on Form&nbsp;10-K for the year ended December&nbsp;31, 2003, and incorporated herein
by reference.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Stock Option Agreement, dated February&nbsp;24, 2004, between Zix Corporation
and Richard Spurr. Filed as Exhibit&nbsp;10.15 to the registrant&#146;s Annual
Report on Form&nbsp;10-K for the year ended December&nbsp;31, 2003, and incorporated
herein by reference.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Zix Corporation 2003 New Employee Stock Option Plan, dated October&nbsp;1,
2003. Filed as Exhibit&nbsp;10.9 to the registrant&#146;s Annual Report on Form
10-K for the year ended December&nbsp;31, 2003, and incorporated herein by
reference.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ronald A. Woessner (included in his opinion filed as Exhibit&nbsp;5.1).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in Part II of this registration statement).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="100%">*Filed electronically herewith.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">II-6
</DIV>

</BODY>
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sv8
Table of Contents
As filed with the Securities
and Exchange Commission on May 19, 2004. Registration No. 333-____.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
ZIX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Texas
(State or other jurisdiction
of incorporation or organization)
75-2216818
(I.R.S. Employer
Identification No.)
Bradley C. Almond
2711 N. Haskell Avenue
Suite 2300, LB 36
Dallas, Texas 75204-2960
2711 N. Haskell Avenue
Suite 2300, LB 36
Dallas, Texas 75204-2960
(214) 370-2000
(Address, including zip code,
(Name, address, including zip code,
of principal executive offices)
and telephone number, including area
code, of agent for service)
RICHARD SPURR EMPLOYMENT AGREEMENT AND STOCK OPTION AGREEMENT
(Full title of the plan)
Calculation of Registration Fee
Proposed
Proposed
Title of
Amount
Maximum
Maximum
Amount of
Securities
to be
Offering Price
Aggregate
Registration
to be Registered
Registered
(1)
per Share
(2)
Offering Price
(2)
Fee
(2)
Common Stock, $.01
par value
650,000
Shares(3)
$
10.80
$
7,020,000
$
889.44
3,823
Shares(4)
$
13.08
$
50,000
$
6.34
Total
653,823
Shares
$
895.78
(1)
Securities being registered consist of 650,000 shares of Zix Corporation
("ZixCorp") common stock issuable upon exercise of options and 3,823 shares of restricted ZixCorp common stock. The options and restricted
stock have been granted to Richard D. Spurr in connection with his initial
employment with ZixCorp and are subject to the terms and conditions of the
Employment Agreement, by and between Mr. Spurr and ZixCorp (the
"Employment Agreement") and the Stock Option Agreement executed pursuant
thereto (the "Stock Option Agreement"). Applicable provisions of the Zix
Corporation 2003 New Employee Stock Option Plan (the "2003 Plan") are
incorporated into the Stock Option Agreement. Pursuant to Rule 416
under the Securities Act of 1933, as amended (the "Securities Act"), this
registration statement also covers any additional shares of common stock
that may be issuable pursuant to the anti-dilution provisions of the Stock
Option Agreement and the 2003 Plan.
(2)
Estimated solely for the purpose of calculating the registration fee.
The registration fee has been calculated in accordance with Rule 457(h)
under the Securities Act on the basis set forth in the Employment
Agreement and the Stock Option Agreement, respectively.
(3)
Represents 650,000 shares of common stock subject to the Stock Option
Agreement.
(4)
Represents 3,823 shares of restricted common stock subject to the
Employment Agreement.
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EXPLANATORY NOTE
This registration statement contains two parts. The first part contains a
reoffer prospectus prepared in accordance with Part I of Form S-3 under the
Securities Act. Our reoffer prospectus has been prepared pursuant to
Instruction C of Form S-8, in accordance with the requirements of Part I of
Form S-3, and may be used for reofferings and resales on a continuous or
delayed basis in the future of up to an aggregate of 653,823 "control
securities" which have been, or may be, issued pursuant to the Employment
Agreement or the Stock Option Agreement, respectively. Up to 650,000 shares of
common stock may be issued (when and if vested) to Mr. Spurr under the Stock
Option Agreement. In addition, the 3,823 shares of common stock issued
pursuant to the Employment Agreement are subject to certain forfeiture and
resale restrictions as described in the Employment Agreement. The second part
contains information required in the registration statement under Part II of
Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified by Part I of Form S-8
are not being filed with the Securities and Exchange Commission as permitted by
the Note in Part I of Form S-8. This information will be sent or given to Mr.
Spurr as specified by Rule 428 under the Securities Act. These documents and
the documents incorporated by reference in this registration statement pursuant
to Item 3 of Part II of this registration statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
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ZIX CORPORATION
653,823 Shares
Common Stock
REOFFER PROSPECTUS
This reoffer prospectus relates to an offering of up to 653,823 shares of
our common stock (the "Shares"), of which 3,823 have been issued to the selling
shareholder pursuant to the Richard Spurr Employment Agreement (we refer to it
as the "Employment Agreement") and up to 650,000 shares of our common stock
which may be issued (when and if vested) to the selling shareholder under the
Richard Spurr 2004 Stock Option Agreement (we refer to it as the "Stock Option
Agreement"), which has been executed pursuant to the Employment Agreement. The
Shares that have been issued or may be issued to the Selling Shareholder
constitute "control securities." The 3,823 shares of common stock issued
pursuant to the Employment Agreement are subject to certain forfeiture and
resale restrictions as described in the Employment Agreement.
The Shares being registered are being offered for the account of the
shareholder identified under "Selling Shareholder" on page 11. We will not
receive any proceeds from the sale of the Shares offered under this reoffer
prospectus. We will, however, receive proceeds from any cash exercises of the
options by the Selling Shareholder under the Stock Option Agreement. All
proceeds received as a result of the exercise of those options will be used as
working capital for our operations.
The Selling Shareholder and participating brokers and dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended, in which event any profit on the sale of Shares by the Selling
Shareholder and any commission or discounts received by those brokers or
dealers may be deemed to be underwriting compensation under the Securities Act.
The Shares may be offered in transactions on The Nasdaq Stock Market, in
negotiated transactions, or through a combination of methods of distribution,
at prices relating to the prevailing market prices, at negotiated prices or at
fixed prices that may be changed. Please see "Plan of Distribution" on page
12.
Our common stock is quoted on The Nasdaq Stock Market under the symbol
"ZIXI". On May 12, 2004, the last sale price of our common stock, as reported
on Nasdaq, was $8.33 per share.
This investment involves a high degree of risk. You should purchase
shares only if you can afford a loss of all or a portion of your investment.
Please see "Risk Factors" beginning on page 1.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THIS REOFFER PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this reoffer
prospectus is May 19, 2004.
TABLE OF CONTENTS
Summary
1
Zix Corporation
1
Risk Factors
1
Note on Forward-Looking Statements and Risk Factors
9
Documents Incorporated by Reference
9
Where You Can Get More Information
10
Determination of Offering Price
11
Selling Shareholder
11
Plan of Distribution
12
Use of Proceeds
13
Indemnification of Directors and Officers
13
Legal Matters
13
Experts
14
Opinion/Consent of Ronald A. Woessner
Consent of Ernst & Young LLP
Consent of PricewaterhouseCoopers LLP
You should rely only on the information contained in this reoffer prospectus
and not on any unauthorized information or representations. Neither Zix
Corporation nor any of its representatives has authorized anyone to provide
prospective investors with any information or to represent anything not
contained in or incorporated by reference in this reoffer prospectus.
Furthermore, no dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in or incorporated by
reference in this reoffer prospectus. This reoffer prospectus is an offer to
sell only the shares offered by this reoffer prospectus, but only under the
circumstances and in jurisdictions where it is lawful to do so. The
information contained in this reoffer prospectus is current only as of its
date, regardless of the time of the delivery of this reoffer prospectus or any
sale of these securities.
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SUMMARY
This prospectus has been prepared pursuant to General Instruction C of
Form S-8, in accordance with the requirements of Part I of
Form S-3
under the
Securities Act solely with regard to the resale of the Shares by the Selling
Shareholder.
ZIX CORPORATION
Since January 1999, we have been developing and marketing products and
services that bring privacy, security and convenience to Internet users:
specifically, e-messaging protection and transaction services. We offer
products and services to protect organizations from viruses, spam, and
electronic attack, as well as enabling secure electronic communications, such
as email encryption and e-prescribing. In late January 2004, we acquired the
assets of MyDocOnline, Inc. (we refer to it as "MyDocOnline"), a leading
provider of secure Web-based communications, disease management, and laboratory
information solutions. We were incorporated in Texas in 1988. Our executive
offices are located at 2711 North Haskell Avenue, Suite 2300, LB 36, Dallas,
Texas 75204-2960, and our telephone number is (214) 370-2000. Our Web site
address is www.zixcorp.com. Information contained on our Web site is not a part
of this prospectus. In this prospectus, "we," "us," "ZixCorp," "our" and "Zix"
refer to Zix Corporation and its subsidiaries unless the context otherwise
requires.
RISK FACTORS
Risks and Uncertainties
Before investing in our common stock offered by this prospectus, you
should carefully consider the following risks and uncertainties, in addition to
the other information contained or incorporated by reference in this
prospectus. Also, you should be aware that the risks and uncertainties
described below are not the only ones facing us. Additional risks and
uncertainties that we do not yet know of or that we currently think are
immaterial may also impair our business operations. If any of those risks or
uncertainties or any of the risks and uncertainties described below actually
occur, our business, financial condition, prospects or results of operations
could be materially and adversely affected. In that case, the trading price of
the common stock offered in this prospectus could decline, and you may lose all
or part of your investment.
We continue to use significant amounts of cash.
Since 1999, we have been developing and marketing products and services
that bring privacy, security and convenience to Internet users, with a
particular focus in the healthcare sector. Our businesses operate in
emerging markets, and developing these businesses is costly and the market is
highly competitive. Emerging market businesses involve risks and uncertainties,
and there are no assurances that we will be successful in our efforts. We have
experienced significant operating losses in recent years and utilization of
cash resources continues at a substantial level. ZixCorp anticipates further
losses in 2004.
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Our recent acquisitions of three companies may require us to invest
significant resources to make them successful.
In July 2003, we acquired substantially all of the assets of PocketScript,
a provider of electronic prescription solutions for the healthcare industry; in
September 2003, we acquired substantially all of the assets of Elron Software,
a provider of anti-spam, email content filtering and Web filtering solutions;
and in late January 2004, we acquired substantially all of the assets of
MyDocOnline, a provider of secure Web-based communications and laboratory
information solutions. PocketScript and MyDocOnline are start-up ventures in
emerging markets. While Elron has been in business for a number of years, its
revenues have declined in recent years. PocketScript, Elron, and MyDocOnline
have incurred operating losses in recent years. The ability to increase the
companies' revenues in the near future is largely dependent upon, in Elron's
case, whether our efforts to bring enhanced and new products to market are
successful, and in the case of PocketScript and MyDocOnline, whether we are
able to develop the market for their products and services. Our challenge is
to make these new subsidiaries profitable. To do so may require us to invest
significant resources, including significant amounts of cash, and there are no
assurances that these subsidiaries will become profitable in the near term.
The market may not broadly accept our products and services, which would
prevent us from operating profitably.
We must be able to achieve broad market acceptance for our products and
services in order to operate profitably. We have not yet been able to do this.
To our knowledge, there are currently no secure e-messaging protection and
transaction businesses similar to our Zix branded business that currently
operate at the scale that we would require, at our current expenditure levels
and pricing, to become profitable. As previously noted, PocketScript and
MyDocOnline are start-up ventures in emerging markets. There is no assurance
that our products and services will become generally accepted or that they will
be compatible with any standards that become generally accepted, nor is there
any assurance that enough paying users will ultimately be obtained to enable us
to operate profitably.
Competition in our businesses is expected to increase, which could cause
our business - including the business of our recently acquired subsidiaries -
to fail.
Our Zix branded solutions are targeted to the secure e-messaging
protection and transaction services market. Elron's product solutions have
enabled us to enhance our Zix branded protection management services by adding
a new feature set to our anti-virus, anti-spam and email content filtering
services while expanding our offering to include URL filtering. Our
PocketScript and MyDocOnline businesses are targeted toward the emerging
markets for electronic prescriptions and online communication among the
healthcare community. As the public's and governmental authorities' awareness
about the need for privacy and security of electronic communications has
increased over the past few years, an increasing number of competitors have
entered the market.
Although there are many large, well-funded participants in the information
technology security industry, few currently participate in the secure
e-messaging protection and transaction services market in which our Zix branded
solutions compete. Most other product-only solutions in this market require
extensive increases in overhead to implement and deploy them. In
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addition, our Zix branded solutions can be made operational in a very
short period of time compared to the longer procurement and deployment cycles
common with the solutions of many of our competitors. Our service and product
offerings are focused on the secure communications market, including secure
e-messaging and protection management. Companies that compete with our Zix
branded secure e-messaging and protection business include content management
and secure delivery companies, such as Authentica, Inc., Certified Mail, Sigaba
Corporation and Tumbleweed Communications Corp., and other messaging/spam
protection participants such as BrightMail Incorporated, CipherTrust, Inc.,
ClearSwift Limited, FrontBridge Technologies, Inc., MessageLabs, Postini, Inc.,
NetIQ Corp. and SurfControl Incorporated.
Our Zix branded products and Elron products also compete with several
product companies that deliver anti-virus solutions that may also contain
limited email messaging/spam protection capabilities, including Network
Associates, Inc. (McAfee), Sophos, Inc., Symantec Corporation and Trend Micro,
Inc. We also compete with companies that offer Web filtering products, such as
Secure Computing Corporation, SurfControl Incorporated, Websense, Inc. and
NetIQ Corp.
In addition, we face competition from vendors of Internet server
appliances, operating systems, networking hardware, network management
solutions and security software, many of which now, or may in the future,
develop or bundle secure e-messaging, messaging/spam protection and/or Web
filtering capabilities into their products.
We may face increased competition as these competitors partner with others
or develop new product and service offerings to expand the functionality that
they can offer to their customers. We believe that the secure e-messaging
protection and transaction services market is immature, and, for the most part,
unpenetrated, unlike many segments of the information technology security
industry — which are saturated. We have spent several years on infrastructure
development and product development. Our competitors may, over time, develop
new technologies that are perceived as being more secure, effective or cost
efficient than our own. If we are not successful in exploiting the technology
advantage we believe we currently hold, these competitors could successfully
garner a significant share of the market, to the exclusion of our company.
Furthermore, increased competition could result in pricing pressures, reduced
margins or the failure of our business to achieve or maintain market
acceptance, any of which could harm our business.
Our PocketScript electronic prescription management services allow health
care payors to effectively deliver drug information to physicians at the point
of care, enabling providers to work more effectively within established
formularies. Our PocketScript services, targeted to the e-prescription
marketplace, are expected to grow as more physicians are leveraging technology
in delivering healthcare services, coupled with the fact that the number of
prescriptions written annually in the United States continues to increase.
Participants in the e-prescribing space include AllScripts Healthcare
Solutions, Ramp Corporation, Dr. First, Inc. and iScribe (a division of
AdvancePCS).
Our recently acquired MyDocOnline business offers a variety of
Internet-based healthcare services. MyDocOnline Connect is a
subscription-based Web service that allows patients and physicians to securely
communicate online. Connect helps patients become more active, informed
participants in their own health. Communication features offered by the service
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cover the spectrum of patient needs, and include: online doctor visits,
administrative questions, appointment requests, billing questions, prescription
requests, and referral requests. The service also offers a host of
educational, interactive content features that deliver condition-specific
health information to patients. Connect competitors include Medem, Inc.,
RelayHealth Corporation and MedFusion, Inc. with respect to the communication
features, and WebMD Corporation with respect to the content resources. We
believe that Connect offers superior services in the online doctor visit arena
with the comprehensiveness of the templates; its ability to intelligently
evaluate symptoms, interface with electronic medical records, control template
availability at a granular level, and enable patients to include their health
history; and its compatibility with the vast number of business/financial
arrangements that exist in the healthcare industry. Nevertheless, we expect to
face increasing competition in this arena and our competitors may develop
products and services that are perceived to be better than ours.
Dr. Chart, also a Web-based communication tool, connects healthcare
providers and laboratories by allowing doctors to initiate lab orders, check
medical necessity compliance and view results rapidly and accurately using a
secure Internet connection. Dr. Chart also automatically integrates patient
information, customizes requisition formats for individual practices,
automatically prints specimen labels, automatically checks Medicare compliance
and provides an up-front Advanced Beneficiary Notification (ABN) at point of
order and allows labs to enhance reporting with historical analyses, trending,
and graphing. Dr. Chart seamlessly integrates into labs' current systems and
is fully customizable. Competitors include: 4Medica, Inc., Cerner Corporation
and Misys plc. All of the competitors offer the same basic services that Dr.
Chart offers, although we believe that Dr. Chart is superior to services
offered by its competitors because of the flexibility of the product, expertise
in interfacing to other systems, and duration and breadth of experience
delivering Internet-based orders and solutions to labs nationwide.
Nevertheless, we expect to face increasing competition in this arena and our
competitors may develop products and services that are perceived to be better
than ours.
Our inability to successfully and timely develop and introduce new
e-messaging protection and transaction products and related services and to
implement technological changes could harm our business.
The emerging nature of the secure e-messaging protection and transaction
services business and its rapid evolution, require us continually to develop
and introduce new products and services and to improve the performance,
features and reliability of our existing products and services, particularly in
response to competitive offerings. Our Elron business, while having a
significant customer base and meaningful revenues, has not been profitable in
recent years under its prior ownership.
We also have under development new feature sets for our current Zix
branded product line and service offerings and are considering new secure
e-messaging products and services. By adding Elron's product line to our
current service offerings, we will be able to accelerate the development time
we would have otherwise needed to build additional feature sets into our Zix
branded product and service offerings. The success of new or enhanced products
and services depends on several factors — primarily, market acceptance. We may
not succeed in developing and marketing new or enhanced products and services
that respond to competitive and technological developments and changing
customer needs. This could harm our business.
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If the market for secure e-messaging protection and transaction services
does not continue to grow, demand for our products and services will be
adversely affected.
The market for secure electronic communications is a developing market.
Continued growth of the secure e-messaging protection and transaction services
market will depend to a large extent on the market recognizing the need for
secure electronic communications, such as email encryption and e-prescribing.
Failure of this market to grow would harm our business.
If health care providers fail to adopt the PocketScript and MyDocOnline
Care Delivery Solutions, we will fail to achieve the critical mass of
physicians and patients to build a successful business.
Our PocketScript electronic prescription management services and our
MyDocOnline services are targeted to the emerging market for providing secure
communications among health care providers to deliver information in an
efficient, economical manner. These are emerging markets, and the success of
our PocketScript and MyDocOnline services is dependent, in large measure, on
physicians and other health care providers changing the manner in which they
conduct their medical practices by beginning to use secure wireless and
Internet communications channels to communicate with their patients, medical
laboratories, payors, drug formularies, and others. Our challenge is to make
these new businesses profitable. To do so may require us to invest significant
resources, including significant amounts of cash, and there are no assurances
that these businesses will become profitable in the near term.
Capacity limits on our technology and network hardware and software may be
difficult to project, and we may not be able to expand and upgrade our systems
to meet increased use, which would result in reduced revenues.
While we have ample through-put capacity to handle our customers'
requirements for the medium term, at some point we may be required to expand
and upgrade our technology and network hardware and software. We may not be
able to accurately project the rate of increase in usage on our network,
particularly since we have significantly expanded our potential customer base
by our recent acquisition of PocketScript and MyDocOnline, whose service
offerings will be supported by our ZixSecure Center, once we transition the
data center operations of PocketScript and MyDocOnline to this facility. In
addition, we may not be able to expand and upgrade, in a timely manner, our
systems and network hardware and software capabilities to accommodate increased
traffic on our network. If we do not timely and appropriately expand and
upgrade our systems and network hardware and software, we may lose customers
and revenues.
Security interruptions to our data centers could disrupt our business, and
any security breaches could expose us to liability and negatively impact
customer demand for our products and services.
Our business depends on the uninterrupted operation of our data centers —
currently, our ZixSecure Center located in Dallas, Texas; the Austin, Texas
data centers used for fail-over and staging of new customers of our Zix branded
services; the Dallas, Texas co-location facility that supports the operations
of our recently acquired MyDocOnline business; and the data center that
supports the PocketScript operations. We must protect these centers from loss,
damage or interruption caused by fire, power loss, telecommunications failure
or other events beyond our
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control. Any damage or failure that causes interruptions in our data
centers operations could materially harm our business, financial condition and
results of operations.
In addition, our ability to issue digitally-signed certified time-stamps
and public encryption codes in connection with our Zix branded products and
services and to support PocketScript's e-prescribing services and MyDocOnline's
services depends on the efficient operation of the Internet connections between
customers and our data centers. We depend on Internet service providers
efficiently operating these connections. These providers have experienced
periodic operational problems or outages in the past. Any of these problems or
outages could adversely affect customer satisfaction.
Furthermore, it is critical that our facilities and infrastructure remain
secure and the market perceives them to be secure. Despite our implementation
of network security measures, our infrastructure may be vulnerable to physical
break-ins, computer viruses, attacks by hackers and similar disruptions from
unauthorized tampering with our computer systems. In addition, we are
vulnerable to coordinated attempts to overload our systems with data, resulting
in denial or reduction of service to some or all of our users for a period of
time. We do not carry insurance to compensate us for losses that may occur as a
result of any of these events; therefore, it is possible that we may have to
use additional resources to address these problems.
Secure messages sent through our ZixPort™ and ZixMessage Center messaging
portals, in connection with the operation of our secure e-messaging protection
and transaction services, will reside, for a user-specified period of time, in
our secure data center network; individual prescription histories transmitted
through our PocketScript system will reside in our secure data center network;
and the personal health care information transmitted through our MyDocOnline
system will reside in our secure data center network. Any physical or
electronic break-ins or other security breaches or compromises of this
information could expose us to significant liability, and customers could be
reluctant to use our Internet-related products and services.
We may have to defend our rights in intellectual property that we use in
our products and services, which could be disruptive and expensive to our
business.
We may have to defend our intellectual property rights or defend against
claims that we are infringing the rights of others. Intellectual property
litigation and controversies are disruptive and expensive. Infringement claims
could require us to develop non-infringing products or enter into royalty or
licensing arrangements. Royalty or licensing arrangements, if required, may not
be obtainable on terms acceptable to us. Our business could be significantly
harmed if we are not able to develop or license the necessary technology.
Furthermore, it is possible that others may independently develop substantially
equivalent intellectual property, thus enabling them to effectively compete
against us.
Defects or errors could affect the performance of our products and
services.
We subject our Zix branded products and services to quality assurance
testing prior to product release. There is no assurance that the quality and
assurance testing previously conducted by the businesses we recently acquired
on their current products and services conform to our standards for quality
assurance testing. Regardless of the level of quality assurance testing, any
of our products and services could contain undetected defects or errors. This
could
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result in loss of or delay in revenues, failure to achieve market
acceptance, diversion of development resources, injury to our reputation,
litigation claims, increased insurance costs or increased service and warranty
costs. Any of these could prevent us from implementing our business model and
achieving the revenues we need to operate profitably.
Public key cryptography technology is subject to risks.
Our Zix branded products and services, the PocketScript e-prescription
service and the MyDocOnline businesses employ, and future products and services
may employ, public key cryptography technology. With public key cryptography
technology, a public key and a private key are used to encrypt and decrypt
messages. The security afforded by this technology depends, in large measure,
on the integrity of the private key, which is dependent, in part, on the
application of certain mathematical principles. The integrity of the private
key is predicated on the assumption that it is difficult to mathematically
derive the private key from the related public key. Should methods be developed
that make it easier to derive the private key, the security of encryption
products using public key cryptography technology would be reduced or
eliminated and such products could become unmarketable. This could require us
to make significant changes to our products, which could damage our reputation
and otherwise hurt our business. Moreover, there have been public reports of
the successful decryption of certain encrypted messages. This, or related,
publicity could adversely affect public perception of the security afforded by
public key cryptography technology, which could harm our business.
We depend on key personnel.
We depend on the performance of our senior management team — including our
chairman and chief executive officer, John A. Ryan; our president and chief
operating officer, Richard Spurr and their direct reports and other key
employees, particularly highly skilled technical personnel. Our success depends
on our ability to attract, retain and motivate these individuals. There are no
binding agreements with any of our employees which prevent them from leaving
our company at any time. There is competition for these personnel. In addition,
we do not maintain key person life insurance on any of our personnel. The loss
of the services of any of our key employees or our failure to attract, retain
and motivate key employees could harm our business.
We could be affected by government regulation.
Exports of software products using encryption technology, such as our Zix
branded products and services, are generally restricted by the U.S. government.
Although we have obtained U.S. government approval to export our products to
almost all countries in the world, the list of countries to which our products
cannot be exported could be revised in the future. Furthermore, some foreign
countries impose restrictions on the use of encryption products, such as our
products. Failure to obtain the required governmental approvals would preclude
the sale or use of our products in international markets.
Furthermore, boards of pharmacy in the various states in which our
PocketScript and MyDocOnline businesses operate regulate the process by which
physicians write prescriptions. While regulations in the states in which these
businesses currently generally operate permit the electronic writing of
prescriptions, such regulations could be revised in the future. Moreover,
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regulations in states in which these businesses do not currently operate
may not be as favorable and may impede our ability to develop business in these
states. Furthermore, future state or federal regulation could mandate
standards for the electronic writing of prescriptions or for the secure
electronic transmittal of personal health information through the Internet that
our technology and systems do not comply with, which would require us to modify
our technology and systems.
Our stock price may be volatile.
The market price of our common stock has fluctuated significantly in the
past and is likely to fluctuate in the future. Our stock price may decrease as
a result of the dilutive effect caused by the additional number of shares that
may become available in the market due to the issuances of our common stock in
connection with the capital funding and acquisition transactions we completed
over the last year. As of April 15, 2004, there was a short position in our
common stock of 8,255,555 shares.
Our directors and executive officers own a substantial percentage of our
securities. Their ownership could allow them to exercise significant control
over corporate decisions and to implement corporate acts that are not in the
best interests of our shareholders as a group.
Our directors and executive officers beneficially own shares of our
securities that represent approximately 17.6% of the combined voting power
eligible to vote on matters brought before our shareholders, including
securities and associated warrants beneficially owned by Antonio R. Sanchez,
Jr., a former director and father of a current director (Antonio R. Sanchez
III), and current beneficial owner of approximately 8.7% of our outstanding
common stock, and John A. Ryan, our chairman and chief executive officer.
Therefore, our directors and executive officers, if they acted together, could
exert substantial influence over matters requiring approval by our
shareholders. These matters would include the election of directors. This
concentration of ownership and voting power may discourage or prevent someone
from acquiring our business.
A private investor owns a large percentage of our outstanding stock and
could significantly influence the outcome of actions.
George W. Haywood, a private investor, beneficially owns approximately
16.0% of our outstanding common stock. Therefore, Mr. Haywood could exert
substantial influence over all matters requiring approval by our shareholders,
including the election of directors. Mr. Haywood's interests may not be aligned
with the interests of our other shareholders. This concentration of ownership
and voting power may discourage or prevent someone from acquiring our business.
Further issuances of equity securities may be dilutive to current
shareholders.
At some point in the future we may determine to seek additional capital
funding or to acquire additional businesses. These events could involve the
issuance of one or more types of equity securities, including convertible debt,
common or convertible preferred stock and warrants to acquire common or
preferred stock. Such equity securities could be issued at or below the
then-prevailing market price for our common stock. In addition, we incentivize
employees and attract new employees by issuing options to purchase our shares
of common
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stock. Therefore, the interest of our existing shareholders could be
diluted by future stock option grants to employees and any equity securities
issued in capital funding financings or business acquisitions.
We may have liability for indemnification claims arising from the sale of
our previous businesses in 1998 and 1997.
We disposed of our previous operating businesses in 1998 and 1997. In
selling those businesses, we agreed to provide customary indemnification to the
purchasers of those businesses for breaches of representations and warranties,
covenants and other specified matters. Although we believe that we have
adequately provided for future costs associated with these indemnification
obligations, indemnifiable claims could exceed our estimates.
We may encounter other unanticipated risks and uncertainties in the
markets we serve or in developing new products and services, and we cannot
assure you that we will be successful in responding to any unanticipated risks
or uncertainties.
There are no assurances that we will be successful or that we will not
encounter other, and even unanticipated, risks. We discuss other operating,
financial or legal risks or uncertainties in our periodic filings with the SEC.
We are, of course, also subject to general economic risks.
NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS
This document contains "forward-looking statements" within the meaning of
Section 27A of the Act and Section 21E of the Exchange Act. All statements
other than statements of historical fact are "forward-looking statements" for
purposes of federal and state securities laws, including: any projections of
future business, market share, earnings, revenues or other financial items; any
statements of the plans, strategies and objectives of management for future
operations; any statements concerning proposed new products, services or
developments; any statements regarding future economic conditions or
performance; any statements of belief; and any statements of assumptions
underlying any of the foregoing. Forward-looking statements may include the
words "may," "will," "predict," "plan," "should," "goal," "estimate," "intend,"
"continue," "believe," "expect," "anticipate" and other similar words. Such
forward-looking statements may be contained in the "Risk Factors" section
above, among other places.
Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well
as any forward-looking statements, are subject to change and to inherent risks
and uncertainties, such as those disclosed in this document. We do not intend,
and undertake no obligation, to update any forward-looking statement.
DOCUMENTS INCORPORATED BY REFERENCE
We furnish our shareholders with annual reports containing audited
financial statements and other appropriate reports. We also file annual,
quarterly and special reports, proxy statements and other information with the
SEC. Instead of repeating information that we have already filed with the SEC,
we are allowed to "incorporate by reference" in this prospectus information
contained in those documents we have filed with the SEC. These documents are considered to be
part of this prospectus.
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We incorporate by reference in this prospectus the documents listed below
and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until the Selling Shareholder sells all of the Shares
offered by this prospectus:
• our Annual Report on Form 10-K, including audited financial statements,
for our fiscal year ended December 31, 2003;
• our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2004;
• our Current Reports on Form 8-K dated February 10, 2004 and April 7,
2004, and our Current Reports on Form 8-K/A dated April 14, 2004 and May 6,
2004; and
• the description of our common stock contained in our Registration
Statement on Form 8-A, dated September 25, 1989, including any amendment or
report filed for the purpose of updating such description.
Any documents that we file with the SEC pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, prior to the termination of the offering, will
also be considered to be part of this prospectus and will automatically update
and supersede the information contained in this prospectus.
At your request, we will provide you, without charge, a copy of any of the
documents we have incorporated by reference into this prospectus but not
delivered with the prospectus (other than exhibits to such documents, unless
those exhibits are specifically incorporated by reference into the documents
that this prospectus incorporates). If you want more information, write or
call:
Bradley C. Almond
Vice President and Chief Financial Officer
Zix Corporation
2711 North Haskell Avenue
Suite 2300, LB 36
Dallas, Texas 75204-2960
Telephone: (214) 370-2000
WHERE YOU CAN GET MORE INFORMATION
We are delivering this reoffer prospectus to you in accordance with the
U.S. securities laws. We have filed a registration statement with the SEC to
register the common stock that the selling shareholder is offering to you.
This reoffer prospectus is part of that registration statement. As allowed by
the SEC's rules, this reoffer prospectus does not contain all of the
information that is included in the registration statement.
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You may obtain a copy of the registration statement, or a copy of any
other filing we have made with the SEC, directly from the SEC. You may either:
• read and copy any materials we have filed with the SEC at the SEC's
Public Reference Room maintained at 450 Fifth Street, N.W., Washington, D.C.
20549, as well as the following regional offices: 233 Broadway, New York, New
York 10279; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; or
• visit the SEC's Internet site at http://www.sec.gov, which contains
reports, proxy and information statements, and other information regarding
issuers that file electronically.
You can obtain more information about the SEC's Public Reference Room by
calling the SEC at 1-800-SEC-0330.
DETERMINATION OF OFFERING PRICE
The Selling Shareholder may sell the Shares from time to time on the
Nasdaq National Market, or otherwise, at prices and terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
See "Selling Shareholder" and "Plan of Distribution."
SELLING SHAREHOLDER
Of the Shares being offered, 3,823 have been issued to the Selling
Shareholder in connection with the Employment Agreement, and the remaining
650,000 shares of common stock being offered are issuable (when and if vested)
to the Selling Shareholder pursuant to the Stock Option Agreement.
The table below sets forth information with respect to the beneficial
ownership of our common stock by the Selling Shareholder immediately prior to
the offering and as adjusted to reflect the sale of Shares pursuant to the
offering. The table assumes that the Selling Shareholder sells all of the
Shares offered by the Selling Shareholder in the offering. We are unable,
however, to determine the exact number of shares that will actually be sold or
when or if these sales will occur. All information with respect to the
beneficial ownership has been furnished by the Selling Shareholder. All of the
650,000 shares issuable (when and if vested) to the Selling Shareholder
pursuant to the Stock Option Agreement have been reserved for issuance by us to
the Selling Shareholder upon the exercise of the options.
Effective January 20, 2004, the Selling Shareholder became our president
and chief operating officer.
The Selling Shareholder's beneficial ownership after the offering is less
than 1% of our common stock. Beneficial ownership after the offering assumes
that all the shares that may be offered are sold.
Beneficial Ownership
Beneficial Ownership
Prior to Offering
After Offering
Name
Number of Shares
Shares to be Sold
Number of Shares
Richard D. Spurr
166,323
(1)
653,823
(2)
0
(1) As of the date of this reoffer prospectus, 162,500 of the options to
purchase the 650,000 shares of our common stock subject to the Stock Option
Agreement are exercisable within 60 days. Therefore, these shares are included
in the calculation of beneficial ownership.
(2) The 650,000 shares of our common stock subject to the Stock Option
Agreement are being registered pursuant to the registration statement in which
this reoffer prospectus is incorporated and are therefore included in this
reoffer prospectus as shares to be sold.
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PLAN OF DISTRIBUTION
The sale of Shares offered in this reoffer prospectus by the Selling
Shareholder may be effected from time-to-time directly, or by one or more
broker-dealers or agents, in one or more transactions on The Nasdaq Stock
Market or other exchanges on which our common stock may be listed for trading,
in negotiated transactions, or through a combination of such methods of
distribution, at prices related to prevailing market prices, at negotiated
prices or at fixed prices, which may be changed. The Selling Shareholder will
act independently of us in making decisions with respect to the timing, manner
and size of each sale. There is no assurance that the Selling Shareholder will
offer for sale or sell any or all of the Shares registered pursuant to this
prospectus.
This reoffer prospectus also may be used, with our consent, by donees of
the Shares under circumstances requiring or making desirable its use. To the
extent required, we will file, during any period in which offers or sales are
being made, one or more supplements to this reoffer prospectus to set forth the
names of donees of the Selling Shareholder and any other material information
with respect to the plan of distribution not previously disclosed.
In the event one or more broker-dealers or agents agree to sell the
Shares, they may do so by purchasing the Shares as principals or by selling the
Shares as agents for the Selling Shareholder. Any broker-dealer that does this
may receive compensation in the form of discounts, concessions or commissions
from the Selling Shareholder or the purchasers of the Shares for which the
broker-dealer may act as agent or to whom they sell as principal, or both,
which compensation as to a particular broker-dealer may be in excess of
customary compensation. To our knowledge, the Selling Shareholder has not
entered into any agreement, arrangement or understanding with any particular
broker-dealer or market maker with respect to the Shares offered hereby, nor do
we know the identity of any brokers or market makers that will participate in
the offering. In managing the Selling Shareholder's investment in us, the
Selling Shareholder could employ various methods involving loans or pledges of
the Shares covered by this reoffer prospectus.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Shares may not simultaneously engage in
market-making activities with respect to our common stock for the applicable
period under Regulation M of the Exchange Act prior to the commencement of the
distribution. In addition, the Selling Shareholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Regulation M. These provisions may
limit the timing of purchases and sales of the Shares by the Selling
Shareholder. All of the foregoing may affect the marketability of the Shares.
In order to comply with some states' securities laws, if applicable, our
common stock will be sold in jurisdictions only through registered or licensed
brokers or dealers. In some states, our
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common stock may not be sold unless it has been registered or qualified
for sale in such state or an exemption from registration or qualification is
available and is complied with. We will pay substantially all of the expenses
incident to this offering of the Shares by the Selling Shareholder to the
public other than commissions, concessions and discounts of brokers, dealers or
other agents.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the Shares by the
Selling Shareholder, rather, the Selling Shareholder will receive those
proceeds directly. We will, however, receive proceeds from any cash exercises
of the options by the Selling Shareholder under the Stock Option Agreement.
All proceeds received as a result of the exercise of those options will be used
as working capital for our operations.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Texas Business Corporation Act, our Restated Articles
of Incorporation provide that our directors shall not be personally liable to
us or our shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability for:
•
any breach of the director's duty of loyalty to us or to our
shareholders;
•
any act or omission not in good faith or which involves intentional
misconduct or a knowing violation of law;
•
any transaction from which the director derived any improper
personal benefit;
•
any act or omission where the liability of the director is
expressly provided by statute; or
•
any act related to an unlawful stock repurchase or payment of a
dividend.
In addition, our Restated Articles of Incorporation and Restated Bylaws
include provisions permitted by the Texas Business Corporation Act whereby our
directors, officers, employees, and agents generally are to be indemnified
against certain liabilities to the fullest extent authorized by the Texas
Business Corporation Act. Furthermore, the employment agreements between us
and John A. Ryan (our chairman and chief executive officer) and Richard Spurr
(our president and chief operating officer), dated November 14, 2001 and
January 20, 2004, respectively, provide Messrs. Ryan and Spurr with a
contractual right to indemnification as an officer and/or director as set forth
in Article VII of our Restated Bylaws, dated September 14, 1999. We maintain
insurance on behalf of our directors and executive officers insuring them
against any liability asserted against them in their capacities as directors or
officers or arising out of such status.
LEGAL MATTERS
The validity of the stock offered hereby will be passed upon for us by
Ronald A. Woessner, our Senior Vice President, General Counsel and Secretary.
Mr. Woessner beneficially owns 64,207 shares of our common stock (including
shares covered by employee stock options that are currently exercisable or that
become exercisable within 60 days) and holds employee stock options to purchase
our common stock.
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EXPERTS
The consolidated financial statements appearing in the Annual Report on
Form 10-K for our fiscal year ended December 31, 2003, referred to above under
the heading "Documents Incorporated by Reference" have been audited by Ernst &
Young LLP, our independent auditors, as set forth in their report thereon,
included therein, and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The financial statements of MyDocOnline, Inc. incorporated in this
Prospectus by reference to the Current Report on Form 8-K/A Amendment 1 dated
April 14, 2004 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, given on the authority of said firm as experts in
auditing and accounting.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are hereby incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K, including audited
financial statements, for the fiscal year ended December 31, 2003;
(b) The registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2004;
(c) The registrant's Current Reports on Form 8-K dated February 10, 2004
and April 7, 2004; and the registrant's Current Reports on Form 8-K/A dated
April 14, 2004 and May 6, 2004;
(d) The description of the registrant's common stock contained in its
registration statement on Form 8-A, filed with the Securities and Exchange
Commission on September 25, 1989, including any amendment or report filed for
the purpose of updating such description.
In addition, all documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, 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 filing of such
documents.
Any statement contained herein or 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 herein by reference modifies or
supersedes such earlier statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
The validity of the common stock offered hereby has been passed upon for
the registrant by Ronald A. Woessner, Senior Vice President, General Counsel
and Secretary of the registrant. Mr. Woessner beneficially owns 64,207 shares
of common stock (including shares covered by employee stock options that are
currently exercisable or that become exercisable within 60 days) and holds
employee stock options to purchase common stock of the registrant.
Item 6. Indemnification of Directors and Officers.
As permitted by the Texas Business Corporation Act, the registrant's
Restated Articles of Incorporation provide that directors of the registrant
shall not be personally liable to the registrant or its shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability for (i) any breach of the director's duty of loyalty to the
registrant or its shareholders, (ii) any act or omission not in good faith or
which involves intentional misconduct or a knowing violation of law, (iii) any
transaction from which the director derived any improper personal benefit, (iv)
any act or omission where the liability of the director is expressly provided
by statute, or (v) any act related to an unlawful stock repurchase or payment
of a dividend. In addition, the registrant's Restated Articles of
Incorporation and Restated Bylaws include certain provisions permitted by the
Texas Business Corporation Act whereby directors, officers, employees, and
agents of the registrant generally are to be indemnified against certain
liabilities to the fullest extent authorized by the Texas Business Corporation
Act. Furthermore, the employment agreements between the registrant and John A.
Ryan (the registrant's chairman and chief executive officer) and Richard Spurr
(the registrant's president and chief operating officer), dated November 14,
2001 and January 20, 2004, respectively, provide Messrs. Ryan and Spurr with a
contractual right to indemnification as an officer and/or director of the
registrant as set forth in Article VII of the registrant's Restated Bylaws,
dated September 14, 1999. The registrant maintains insurance on behalf of its
directors and executive officers insuring them against any liability asserted
against them in their capacities as directors or officers or arising out of
such status.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-6 of this registration statement, which Index is
incorporated herein by reference.
Item 9. Undertakings.
(a) 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;
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(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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(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,
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section
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.
(b) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(c) 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 foregoing provisions, 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
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a
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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.
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 City of Dallas, State of Texas, on May 19, 2004.
ZIX CORPORATION
By:
/s/ Bradley C. Almond
Bradley C. Almond
Vice President, Finance and Administration,
Chief Financial Officer and Treasurer
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POWER OF ATTORNEY
Know all those by these presents that each person whose signature appears
below constitutes and appoints each of Bradley C. Almond and John A. Ryan, or
any of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person and in his
name, place and stead, in any and all capacities, in connection with the
registration statement on Form S-8 of Zix Corporation under the Securities Act
of 1933, as amended, including, without limitation of the generality of the
foregoing, to sign the registration statement in the name and on behalf of Zix
Corporation, or on behalf of the undersigned as a director or officer of Zix
Corporation, and any and all amendments or supplements to the registration
statement, including any and all stickers and post-effective amendments to the
registration statement, and to sign any and all additional registration
statements relating to the same offering of securities as the registration
statement that are filed pursuant to Rule 462 under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and any applicable securities exchange or securities self-regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully 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 by the following persons in the
capacities indicated on May 19, 2004.
Signature
Title
/s/ John A. Ryan
John A. Ryan
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Bradley C. Almond
Bradley C. Almond
Vice President, Finance and Administration,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
/s/ Michael E. Keane
Michael E. Keane
Director
/s/ James S. Marston
James S. Marston
Director
/s/ Antonio R. Sanchez III
Antonio R. Sanchez III
Director
/s/ Dr. Ben G. Streetman
Dr. Ben G. Streetman
Director
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INDEX TO EXHIBITS
Exhibit
Number
Description
4.1
Specimen certificate for common stock of Zix Corporation. Filed as
Exhibit 4.1 to Zix Corporation's Annual Report on Form 10-K for the year
ended December 31, 1999, and incorporated herein by reference.
5.1*
Opinion of Ronald A. Woessner as to the validity of the securities being
registered.
10.1
Employment Agreement, dated January 20, 2004, between Zix Corporation and
Richard Spurr. Filed as Exhibit 10.14 to the registrant's Annual Report
on Form 10-K for the year ended December 31, 2003, and incorporated herein
by reference.
10.2
Stock Option Agreement, dated February 24, 2004, between Zix Corporation
and Richard Spurr. Filed as Exhibit 10.15 to the registrant's Annual
Report on Form 10-K for the year ended December 31, 2003, and incorporated
herein by reference.
10.3
Zix Corporation 2003 New Employee Stock Option Plan, dated October 1,
2003. Filed as Exhibit 10.9 to the registrant's Annual Report on Form
10-K for the year ended December 31, 2003, and incorporated herein by
reference.
23.1
Consent of Ronald A. Woessner (included in his opinion filed as Exhibit 5.1).
23.2*
Consent of Ernst & Young LLP.
23.3*
Consent of PricewaterhouseCoopers LLP.
24.1
Power of Attorney (included in Part II of this registration statement).
*Filed electronically herewith.
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