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<P align="center" style="font-size: 10pt"><B>As filed with the Securities and Exchange Commission on December&nbsp;30, 2003</B>



<P align="right" style="font-size: 10pt">Registration No.&nbsp;333-____________



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<P align="center" style="font-size: 10pt"><B>SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</B>



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<P align="center" style="font-size: 10pt"><B>FORM S-8<BR>
REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>



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<P align="center" style="font-size: 10pt"><FONT size="3"><B>ACE*COMM Corporation</B><BR>
(Exact name of registrant as specified in its charter)
</FONT>


<P align="center" style="font-size: 10pt">Maryland<BR>
(State or other jurisdiction of<BR>
incorporation or organization)



<P align="center" style="font-size: 10pt">52-1283030<BR>
(IRS employer identification number)



<P align="center" style="font-size: 10pt"><B>ACE*COMM Corporation<BR>
704 Quince Orchard Road<BR>
Gaithersburg, MD 20878<BR>
301-721-3000</B><BR>
(Address, including zip code, and telephone number,<BR>
including area code, of registrant&#146;s principal<BR>
executive offices)



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<P align="center" style="font-size: 10pt"><B>i3 Mobile, Inc. 2000 Amended Stock Incentive Plan<BR>
Intelligent Information Incorporated 1995 Stock Incentive Plan</B><BR>
(Full title of the Plans)



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<P align="center" style="font-size: 10pt"><B>Steven R. Delmar<BR>
Chief Financial Officer<BR>
ACE*COMM Corporation<BR>
704 Quince Orchard Road<BR>
Gaithersburg, MD 20878<BR>
301-721-3000</B><BR>
(Name, address and telephone number of Agent for Service)



<P align="center" style="font-size: 10pt">Copy to:<BR>
<B>Steven Kaufman, Esq.<BR>
Hogan &#038; Hartson L.L.P.<BR>
555 13th Street, N.W.<BR>
Washington, D.C. 20004<BR>
(202)&nbsp;637-5736</B>



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



<P align="center" style="font-size: 10pt"><B>COMMON STOCK BEING REGISTERED</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ACE*COMM Corporation filed a Registration Statement on Form S-4 (File No.
333-109521) with the Securities and Exchange Commission on October&nbsp;7, 2003, as
amended by Pre-Effective Amendment No.&nbsp;1 thereto filed with the SEC on November
4, 2003, under which it registered the offer and sale of up to 5,000,000
shares of ACE*COMM common stock in connection with its proposed acquisition of
i3 Mobile, Inc., including shares issuable under i3&#146;s 2000 Amended Stock
Incentive Plan and the Intelligent Information Incorporated 1995 Stock
Incentive Plan. The closing of the i3 acquisition occurred on December&nbsp;5,
2003, and in connection with that transaction 3,772,836 shares of ACE*COMM
common stock have been issued and ACE*COMM has assumed i3&#146;s stock plans.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since the stock issuable under i3&#146;s former stock plans, now ACE*COMM
stock plans, will be issued, if at all, in the future, pursuant to this
Registration Statement on Form S-8, ACE*COMM is registering 55,990 shares
previously registered under the Form S-4 for issuance in the future under these
stock plans.


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



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement has two prospectuses. The first prospectus is
the Section 10(a) prospectus relating to all shares issuable under the former
i3 stock plans. That prospectus will not be filed with the SEC either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule&nbsp;424 of the Securities Act, for reasons discussed below in Part
1. The other prospectus meets the requirements of Form S-3 and relates to the resale of shares underlying options held by former stockholders
of i3 who entered into affiliate agreements with ACE*COMM. That prospectus is
set forth below.


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<P align="center" style="font-size: 10pt"><B>FORM S-3 PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement relating to these securities has been declared effective by the
Securities and Exchange Commission. This prospectus is neither an offer to
sell nor a solicitation of an offer to buy these securities in any jurisdiction
where the offer or sale is unlawful.


<P align="center" style="font-size: 10pt"><B>SUBJECT TO COMPLETION, DATED DECEMBER 30, 2003</B>



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



<P align="center" style="font-size: 10pt"><B>55,990 SHARES</B>



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



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



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders named in this prospectus may offer and sell up to
55,990 shares of ACE*COMM common stock. We are registering the offered shares
as required by the terms of agreements with the selling stockholders. ACE*COMM
issued or will issue these shares under stock plans of i3 Mobile, Inc., or i3,
assumed by ACE*COMM in connection with the acquisition of i3.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may offer and sell their shares from time to time
on the Nasdaq Small-Cap Market or such other securities market on which ACE*COMM shares
are then listed, or in private transactions at prevailing market prices or at
privately negotiated prices. The registration of the offered shares does not
necessarily mean that the shares will be offered or sold by the selling
stockholders. Although we will incur expenses in connection with registering
the shares, we will not receive any of the proceeds from a sale of the shares
by the selling stockholders. The selling stockholders are responsible for
their own brokerage commissions and similar expenses.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ACE*COMM common stock is listed on the Nasdaq Small-Cap Market under the
symbol &#147;ACEC.&#148; On December&nbsp;26, 2003, the closing price of ACE*COMM common
stock on the Nasdaq Small-Cap Market was $2.68 per share.


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<DIV align="center" style="font-size: 10pt">
<B>Investing in ACE*COMM common stock involves risks.<BR>
Please read &#147;Risk Factors&#148; beginning on page 3 before purchasing the common stock.</B>
</div>


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<DIV align="left" style="font-size: 10pt">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>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 prospectus. Any representation to the contrary is
a criminal offense.</B>
</DIV>

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<P align="center" style="font-size: 10pt">The date of this prospectus is December&nbsp;30, 2003.



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



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An investment in our common stock involves certain risks. To understand
these risks and to evaluate an investment in our common stock, you should read
this entire prospectus, including the following risk factors.

<P align="left" style="font-size: 10pt"><B>Because of our reliance on significant customers and large orders, any failure
to obtain a sufficient number of large contracts could have a material adverse
effect on our revenues for one or more periods</B>

<P align="left" style="font-size: 10pt">A significant portion of our revenue comes from large financial commitments by
a small number of customers, including both telecommunications carriers and
large enterprises. We expect to continue to depend on a limited number of
customers in any given period for a significant portion of our revenue and, in
turn, to be dependent on their continuing success and positive financial
results and condition. If we fail to continue to receive orders from such
customers, or if any one or more of these customers suffers a downturn, our
financial results will suffer.

<P align="left" style="font-size: 10pt"><B>Unless economic conditions improve, our results of operations may not return to
prior levels</B>

<P align="left" style="font-size: 10pt">The current economic environment remains volatile. If the current uncertainty
and negativity in the economic climate in the U.S. and the rest of the world
continues, our customers &#151; and our business and financial results &#151; will
continue to be adversely affected.

<P align="left" style="font-size: 10pt"><B>The adverse conditions in the telecommunications industry are materially and
adversely affecting us</B>

<P align="left" style="font-size: 10pt">Our business and financial results are highly dependent on the
telecommunications industry and the capital spending of our customers. Over
the past three years capital spending by telecommunication companies has
decreased and may continue to decrease in the near future. Various
commentators have attributed the decrease in spending to the decline in the
telecommunications industry in particular and economic conditions in general,
principal telecommunications products and services increasingly becoming
commodities that cannot easily be distinguished, intense competition in the
development of new technology or other features, increasing competition from
smaller but rapidly developing alternative carriers, decreasing prices for
telecommunication services and equipment, and regulatory rate structures that
have become less dependent on the level of carriers&#146; capital expenditures. The
reduction of spending by companies in the telecommunication industries has
caused, and may continue to cause, a significant reduction in ACE*COMM&#146;s
revenues.

<P align="left" style="font-size: 10pt"><B>Continuing market consolidation may reduce the number of potential customers
for our products</B>

<P align="left" style="font-size: 10pt">The North American communications industry has experienced significant
consolidation. In the future, there may be fewer potential customers requiring
operations support systems and related services, increasing the level of
competition in the industry. In addition, larger, consolidated communication
companies have strengthened their purchasing power, which could create a
decline in our pricing structure and a decrease of the margins we can realize.
These larger consolidated companies are also striving to streamline their
operations by combining different communications systems and the related
operations support systems into one system, reducing the number of vendors
needed. The continuing industry consolidation may cause ACE*COMM to lose more
customers, which would have a material adverse effect on ACE*COMM&#146;s business,
financial condition and results of operations.



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<P align="left" style="font-size: 10pt"><B>Unless we continue to maintain existing strategic alliances and develop new
ones, our sales will suffer</B>

<P align="left" style="font-size: 10pt">Our results could suffer further if we are unable to maintain existing and
develop additional strategic alliances with leading companies that provide
telecommunications services or that manufacture and market network equipment.
If we are not able to maintain or develop these strategic alliances, we will
not be able to expand our distribution channels and provide additional exposure
for our product offerings. These relationships can take significant periods of
time and work to develop, and may require the development of additional
products or features or the offering of support services we do not presently
offer.

<P align="left" style="font-size: 10pt"><B>Many of our telecommunications customers involve credit risks for us</B>

<P align="left" style="font-size: 10pt">Many of our customers present potential credit risks, and we are dependent on a
small number of major customers. The majority of our customers are in the
telecommunication services industry and government sector, or are in the early
stages of development when financial resources may be limited. Five customers
represented 77% of ACE*COMM&#146;s gross trade receivables balance as of June&nbsp;30,
2003, with one international customer representing 31% of ACE*COMM&#146;s gross
trade receivables balance as of June&nbsp;30, 2003. Because we depend on a small
number of major customers, and many of our customers present potential credit
risks for different reasons, our results of operations could be adversely
affected by non-payment or slow-payment of receivables. We have also
experienced significant losses for doubtful accounts. For a more detailed
discussion of doubtful accounts please read the section labeled &#147;Management&#146;s
Discussion and Analysis of Financial Condition and Results of Operations &#150;
Provision for Doubtful Accounts&#148; included in our Form 10-K for the year ended
June&nbsp;30, 2003, which is incorporated by reference.

<P align="left" style="font-size: 10pt"><B>We are increasingly subject to the risks and costs of international sales, and
failure to manage these risks would have an adverse effect on us</B>

<P align="left" style="font-size: 10pt">A substantial portion of our revenues are derived from international sales and
are therefore subject to the risks of conducting business overseas, including
the general economic conditions in each country, the overlap of different tax
structures, the difficulty in managing resources in various countries, changes
in regulatory requirements, compliance with a variety of foreign laws and
regulations, and longer payment cycles. ACE*COMM derived approximately $7.7
million, or about 56% of its total revenue, from customers outside of the
United States for fiscal year 2003. To the extent that we have increased our
international revenue sources over the last three years, the impact of the
risks related to international sales could have an increasing larger effect on
our financial condition as a whole.

<P align="left" style="font-size: 10pt"><B>Failure to manage risks of potential acquisitions would have an adverse effect
on us</B>

<P align="left" style="font-size: 10pt">We intend to investigate and pursue potential business combinations as one of
the ways of growing our business during a difficult period. However,
acquisitions must be conducted very carefully or there can be adverse
consequences. In particular, failure to identify risks of potential
acquisition targets or inability to correctly evaluate costs of combining
business or technologies could cost us significant resources, dilution to our
stockholders or loss of valuable time.

<P align="left" style="font-size: 10pt"><B>Failure to estimate accurately the resources necessary to complete fixed-price
contracts would have an adverse effect on our bottom line</B>

<P align="left" style="font-size: 10pt">Our failure to accurately estimate the resources required for a project or a
failure to complete contractual obligations in a manner consistent with the
projected plan may result in lower than expected project margins or project
losses, which would negatively impact operating results. Our sales are
typically formalized in agreements that sometimes include customization of the
underlying software and services. These agreements require projections related
to allocation of employees and other resources. Additionally, we may fix the
price of an arrangement before the final requirements
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<P align="left" style="font-size: 10pt">are finalized. On occasion, we have and may be required in the future to commit unanticipated
additional resources to complete projects, and the estimated fixed price may
not include this unanticipated increase of resources. If our original
projections are not met, project losses may occur that would have a negative
impact on our operating results.

<P align="left" style="font-size: 10pt"><B>Inability to forecast revenue accurately may result in costs that are out of
line with revenues, leading either to additional losses or downsizing that may
not have been necessary</B>

<P align="left" style="font-size: 10pt">We may not be able to accurately forecast the timing of our revenue
recognition due to the difficulty of anticipating compliance with the
accounting requirements for revenue recognition and to the fact that we
historically have generated a disproportionate amount of our operating revenues
toward the end of each quarter. Our operating results historically have varied
from fiscal period to fiscal period. Accordingly, our financial results in any
particular fiscal period are not necessarily indicative of results for future
periods.


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<P align="center" style="font-size: 10pt"><B>FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have made forward-looking statements in this document, and in documents
that we incorporate by reference. These kinds of statements are subject to
risks and uncertainties. Forward-looking statements include the information
concerning possible or assumed future results of our operations. Words such as
believes, expects, anticipates or similar expressions, indicate forward-looking
statements.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should note that many factors, some of which are discussed elsewhere
in this document and in the documents that we incorporate by reference, could
affect our future financial results and could cause those results to differ
materially from those expressed in our forward-looking statements. These
factors include the factors in the section entitled &#147;Risk Factors&#148; on page 3
and other risk factors as may be detailed from time to time in ACE*COMM&#146;s
public announcements and filings with the Securities and Exchange Commission.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The forward-looking statements are made as of the date of this prospectus,
and we assume no obligation to update the forward-looking statements or to
update the reasons why actual results could differ from those projected in the
forward-looking statements.


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



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the Commission a registration statement on Form S-8, of
which this prospectus is a part, under the Securities Act with respect to the
offered shares. This prospectus does not contain all of the information set
forth in the registration statement, portions of which we have omitted as
permitted by the rules and regulations of the Commission. Statements contained
in this prospectus as to the contents of any contract or other document are not
necessarily complete. You should refer to the copy of each contract or document
filed as an exhibit to the registration statement for a complete description.


<P align="center" style="font-size: 10pt"><B>ABOUT ACE*COMM CORPORATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ACE*COMM is a global provider of advanced Convergent Mediation&#153; products
and Enterprise Telemanagement software applications. These hardware and
software solutions and related products and services are employed in wired and
wireless networks that deliver voice, data, mixed media and Internet
communications. They provide the ability to capture, secure, validate, and
enhance data from multiple networks and technologies. These operations are
performed interactively with a data warehouse, and processed information is
distributed in near real-time, to all types of carrier Operations Support
Systems and Business Support Systems, such as billing and fraud systems.
Customers can use these products to analyze and handle this information to
reduce costs, accelerate time-to-market for new products and services, generate
new sources of revenue, and push forward with next-generation initiatives. We
market the Convergent Mediation&#153; product line to telecommunications carriers
and Internet communications service providers, and the NetPlus&#174; Enterprise
Operations Support System and other products primarily to large enterprises.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ACE*COMM&#146;s common stock is traded on the Nasdaq Small-Cap Market under the
symbol &#147;ACEC.&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal executive office is located at 704 Quince Orchard Road,
Gaithersburg, Maryland 20878, and our telephone number is (301)&nbsp;721-3000.


<P align="center" style="font-size: 10pt"><B>NO PROCEEDS TO THE COMPANY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ACE*COMM will not receive any of the proceeds from sales of shares by the
selling stockholders. The costs and expenses incurred in connection with the
registration under the


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<P align="left" style="font-size: 10pt">Securities Act of the offered shares will be paid by us.
The selling stockholders will pay any brokerage fees and commissions and share
transfer and other taxes attributable to the sale of the offered shares. We
will pay up to $7,500 for fees and disbursements of legal counsel for the
selling stockholders.


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



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
total of 55,990 shares of common stock may be sold pursuant to this prospectus.
The shares of common stock offered hereby were or will be issued by
us in the following manner:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ACE*COMM acquired i3 by merger on December&nbsp;5, 2003. Upon closing, i3
became an indirect, wholly-owned subsidiary of ACE*COMM. In this acquisition,
ACE*COMM adopted the i3 stock plans, under which 55,990 shares of ACE*COMM
common stock were reserved for issuance to former stockholders of i3 who were
affiliates of i3. These shares have been registered for resale under the
Securities Act, pursuant to the terms of an affiliate agreement entered into
among ACE*COMM and the selling stockholders, including Edward Fletcher, W.
Peter Daniels, J. William Grimes, James A. Johnson, Matthew J. Stover and Roger
L. Werner Jr.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have no agreements with the selling stockholders with respect to the
manner or timing of sales of their ACE*COMM stock. Messrs.&nbsp;Grimes and Stover,
who are expected to be or have been appointed to ACE*COMM&#146;s Board of Directors,
are or will be subject to ACE*COMM&#146;s insider trading policy and securities
laws, rules and regulations applicable to trading by directors.

<DIV align="left">
<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="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Name of Selling</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Stockholder</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Shares Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Outstanding Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Shares Offered</B></TD>
</TR>

<!-- End Table Head -->
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<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Edward Fletcher</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,442</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,442</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">W. Peter Daniels</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46,420</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,159</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">J. William Grimes (1)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">926,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">6.75</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22,038</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">James A. Johnson (2)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84,212</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,159</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Matthew J. Stover</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,572</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,441</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Roger L. Werner, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,751</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,751</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>TOTAL:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,080,730</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7.84</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55,990</TD>
    <TD>&nbsp;</TD>
</TR>

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




<P>
<HR size="1" width="18%" align="left" noshade color="#000000">

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

<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="98%">Less than one (1%) percent</TD>
</TR>

</TABLE>



<P><TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; color: #000000; background: #FFFFFF">
<TR valign="top">
    <TD width="4%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 22,038 shares issuable upon the exercise of options, and
904,295 shares of common stock held by BG Media Investors, L.P. Mr.
Grimes is the Managing Member of BG Media Investors LLC, the General
Partner of BG Media Investors L.P. Mr.&nbsp;Grimes disclaims beneficial
ownership of these shares except to the extent of his pecuniary
interest therein.</TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; color: #000000; background: #FFFFFF">
<TR valign="top">
    <TD width="4%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 5,159 shares issuable upon the exercise of options, and
79,053 shares of common stock held by Apex Strategic Partners LLC and
Apex Investment Fund III, L.P. Mr.&nbsp;Johnson is President of Stellar
Investment Co., the Managing Member of Apex Management III, LLC, which
is the General Partner of Apex Investment Fund III, L.P. and the
Manager of Apex Strategic Partners, LLC. Mr.&nbsp;Johnson disclaims
beneficial ownership of these shares except to the extent of his
pecuniary interest therein.</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since the selling stockholders may sell all, some or none of their shares,
we cannot estimate the number of shares that will be sold by the selling
stockholders or that will be owned by the selling stockholders upon completion
of the offering.


<P align="center" style="font-size: 10pt">-8-
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<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 selling stockholders may offer all or part of their shares of common
stock from time to time in transactions on the Nasdaq Small-Cap Market, in
privately negotiated transactions, through the writing of options on the common
stock or a combination of such methods of sale. The shares of common stock may
be offered at fixed prices, which may be changed, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The methods by which the shares may be sold or distributed
may include, but are not limited to, the following:


<P><TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; color: #000000; background: #FFFFFF">
<TR valign="top">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a cross or block trade in which the broker-dealer engaged by the
selling stockholder will attempt to sell the shares as agent;</TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; color: #000000; background: #FFFFFF">
<TR valign="top">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an exchange distribution in accordance with the rules of the NASD;</TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; color: #000000; background: #FFFFFF">
<TR valign="top">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which the broker solicits purchasers;</TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; color: #000000; background: #FFFFFF">
<TR valign="top">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>privately negotiated transactions;</TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; color: #000000; background: #FFFFFF">
<TR valign="top">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>short sales or borrowings, returns and reborrowings of the shares
pursuant to stock loan agreements to settle short sales; and</TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; color: #000000; background: #FFFFFF">
<TR valign="top">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>delivery in connection with the issuance of securities by issuers,
other than us, that are exchangeable for, whether on an optional or
mandatory basis, or payable in, such shares, whether such securities
are listed on a national securities exchange or otherwise, or pursuant
to which such shares may be distributed.</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In effecting sales, brokers or dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate in such sales. Brokers
or dealers may receive commissions or discounts from the selling stockholders
or from the purchasers in amounts to be negotiated immediately prior to the
sale. The selling stockholders may also sell such shares in accordance with
Rule&nbsp;144 under the Securities Act. This prospectus also may be used by donees
of the selling stockholders or by other persons acquiring shares of the common
stock, including brokers who borrow the shares to settle short sales of shares
of the common stock and who wish to offer and sell such shares under
circumstances requiring or making use of the prospectus desirable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From time to time the selling stockholders may engage in short sales,
short sales against the box, puts, calls and other transactions in securities
of ACE*COMM or derivatives thereof, and may sell and deliver shares of common
stock in connection therewith. From time to time the selling stockholders may
also pledge their shares of common stock pursuant to the margin provisions of
their respective customer agreements with their respective brokers or
otherwise. Upon a default by a selling stockholder, the broker or pledgees may
offer and sell the pledged shares of common stock from time to time. No selling
stockholder may use the shares being offered in the prospectus to satisfy any
derivative securities or transactions entered into before the effectiveness of
the prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders and any broker-dealers who act in connection with
the sale of the shares of common stock offered pursuant to this prospectus may
be deemed to be &#147;underwriters&#148; as that term is defined in the Securities Act,
and any commissions received by them might be deemed to be underwriting
discounts and commissions under the Securities Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except for transfer taxes, ACE*COMM has agreed to pay all expenses in
connection with the registration under the Securities Act of the offered
shares, including:


<P><TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; color: #000000; background: #FFFFFF">
<TR valign="top">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>all registration and filing fees,</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt">-9-
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P><TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; color: #000000; background: #FFFFFF">
<TR valign="top">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>printing expenses,</TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; color: #000000; background: #FFFFFF">
<TR valign="top">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>fees and disbursements of counsel and accountants for ACE*COMM, and</TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; color: #000000; background: #FFFFFF">
<TR valign="top">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>reasonable fees and disbursements of counsel for the selling
stockholders, which fees and disbursements will not exceed $7,500.</TD>
</TR>
</TABLE>

<P align="left" style="font-size: 10pt">Additionally, the selling stockholders are responsible for their own brokerage
commissions and similar expenses.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders will pay any brokerage fees and commissions, fees
and disbursements of legal counsel for the selling stockholders and stock
transfer and other taxes attributable to the sale of the offered shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ACE*COMM also has agreed to indemnify each of the selling stockholders
against losses, claims, damages, liabilities and expenses based upon, arising
out of, or resulting from (i)&nbsp;any untrue statement of a material fact contained
in the registration statement or any omission to state therein a material fact
necessary in order to make the statement made therein not misleading, or (ii)
any untrue statement of a material fact contained in this prospectus, or any
supplement or amendment thereto, or any omission to state therein a material
fact necessary in order to make the statements made therein, in the light of
the circumstances under which they were made, not misleading, except to the
extent that the claim is based upon, arises out of or results from information
furnished to ACE*COMM in writing by such selling stockholder for use in the
registration statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders have agreed to indemnify ACE*COMM, its officers
and each person who controls, within the meaning of the Securities Act up to an
amount equal to the net proceeds to each selling stockholder from ACE*COMM
common stock sold pursuant to the registration statement, against any losses,
claims, damages, liabilities and expenses arising under the securities laws
based upon, arising out of, or resulting from (i)&nbsp;any untrue statement of a
material fact contained in the registration statement or any omission to state
therein a material fact necessary in order to make the statements made therein
not misleading, or (ii)&nbsp;any untrue statement of a material fact contained in
this prospectus, or any supplement or amendment thereto, or any omission to
state therein a material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not
misleading, in each case, only to the extent that such claim is based upon,
arises out of or results from information furnished to ACE*COMM in writing by
such Selling Stockholder for use in connection with the registration
statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may from time to time offer and sell all or a
portion of the offered shares in transactions on the Nasdaq Small-Cap Market or
any other national securities exchange or quotation service on which the
offered shares are listed or quoted at the time of the sale, in the
over-the-counter market, in negotiated transactions or otherwise, at prices
then prevailing or related to the then-current market price or at negotiated
prices. The offered shares may be sold directly or through agents or
broker-dealers acting as agent, or in block trades. To the extent required, the
names of any agents or broker-dealers and applicable commissions or discounts
and any other required information with respect to any particular offer will be
set forth in this prospectus under the caption &#147;Plan of Distribution&#148; or in any
accompanying prospectus supplement. The selling stockholders reserve the right
to accept or reject, in whole or in part, any proposed purchase of the offered
shares to be made directly or through agents. The selling stockholders and any
agents or broker-dealers participating in the distribution of the offered
shares may be deemed to be &#147;underwriters&#148; within the meaning of the Securities
Act of 1933, and any profit on the sale of offered shares by the selling
stockholders and any commissions received by any agents or broker-dealers may
be deemed to be underwriting commissions or discounts under the Securities Act.
The selling stockholders and the shares of common stock to be sold pursuant
hereto are subject to the restrictions contained in Regulation&nbsp;M.


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



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and
copy any materials we file with the SEC at the Public Reference Room of the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, we file many of our documents electronically with
the SEC, and you may access those documents over the Internet. The SEC
maintains a &#147;web site&#148; that contains reports, proxy and information statements
and other information regarding issuers that file electronically at
&#147;http://www.sec.gov.&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ACE*COMM&#146;s common stock is traded on the Nasdaq Small-Cap Market under the
symbol &#147;ACEC.&#148;


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



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows ACE*COMM to &#147;incorporate by reference&#148; information into
this prospectus. That means that ACE*COMM can disclose important information
to you by referring you to another document filed separately with the SEC. The
information that ACE*COMM incorporates by reference is considered a part of
this prospectus, except for any information superseded by information presented
in this prospectus. This prospectus incorporates important business and
financial information about us and our subsidiaries that is not included in or
delivered with this prospectus. This prospectus incorporates by reference the
documents listed below that ACE*COMM has filed with the SEC:


<P align="left" style="font-size: 10pt">&#149; Annual Report on Form 10-K for year ended June&nbsp;30, 2003

<P align="left" style="font-size: 10pt">&#149; Quarterly Report on Form 10-Q for quarter ended September&nbsp;30, 2003

<P align="left" style="font-size: 10pt">&#149; Current Reports on Form 8-K filed December&nbsp;18, 2003

<P align="left" style="font-size: 10pt">&#149; For a description of ACE*COMM common stock, please see ACE*COMM&#146;s
Registration Statement on Form S-1, SEC File No.&nbsp;333-25439.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These documents are available without charge to you if you call or write
to Loretta Rivers, ACE*COMM Corporation, 704 Quince Orchard Road, Gaithersburg,
Maryland 20878, telephone number (301)&nbsp;721-3000.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents filed with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the effective date
of the registration statement and prior to the termination of this offering
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such reports and documents. Any statement contained
in a document incorporated by reference herein shall be deemed modified or
superseded for purposes of this prospectus to the extent that a statement
contained or incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. ACE*COMM has not authorized
anyone to provide you with information that is different, and, if given or
made, such information must be not be relied upon as having been authorized by
us. Neither the delivery of this prospectus at any time nor any sale made
hereunder shall, under any circumstances, imply that the information in this
prospectus is correct as of any date after the date on the front of this
prospectus. This prospectus shall not constitute an offer to sell or a
solicitation of an offer to buy by any person in any jurisdiction in which it
is unlawful for such person to make such offer or solicitation.


<P align="center" style="font-size: 10pt">-11-
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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;Hogan &#038; Hartson L.L.P., Washington, D.C. has passed upon the validity of
the common stock offered pursuant to this prospectus.


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



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ernst &#038; Young LLP, independent auditors, have audited our consolidated
financial statements and schedule as of June&nbsp;30, 2002 and for each of the two
years in the period then ended included in our Annual Report on Form 10-K for
the year ended June&nbsp;30, 2003, as set forth in their report, which is
incorporated by reference in this prospectus and registration statement. Our financial statements and schedule
are incorporated by reference in reliance on Ernst &#038; Young LLP&#146;s report, given
on their authority as experts in accounting and auditing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements and schedule of ACE*COMM and its
subsidiaries as of June&nbsp;30, 2003 and the period ended June&nbsp;30, 2003
incorporated by reference to the Annual Report on Form 10-K of ACE*COMM for the
year ended June&nbsp;30, 2003, have been so incorporated in reliance on the report
of Grant Thornton, LLP, independent certified public accountants, given on the
authority of said firm as experts in auditing and accounting.


<P align="center" style="font-size: 10pt">-12-
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="49%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="top">
<TD nowrap align="left"><HR size="4" noshade color="#000000" style="margin-bottom: -5px">
</TD>
    <TD></TD>
<TD nowrap align="left"><HR size="4" noshade color="#000000" style="margin-bottom: -5px">
</TR>
<TR style="font-size: 10pt" valign="bottom">
<TD nowrap align="left"><HR size="1" noshade color="#000000" style="margin-top: -4px">
</TD>
    <TD></TD>
<TD nowrap align="left"><HR size="1" noshade color="#000000" style="margin-top: -4px">
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<P><DIV style="position: relative; float: left; margin-right: 1%; width: 49%">
<P align="left" style="font-size: 10pt"><B>No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained in this prospectus in
connection with the offering covered by this prospectus. If given or made,
such information or representations must not be relied upon as having been
authorized by ACE*COMM or the selling stockholder. This prospectus does not
constitute an offer to sell, or a solicitation of any offer to buy, the offered
shares, in any jurisdiction where, or to any person to whom, it is unlawful to
make any such offer or solicitation. Neither the delivery of this prospectus
nor any offer or sale made hereunder shall, under any circumstances, create an
implication that there has not been any change in the facts set forth in this
prospectus or in the affairs of ACE*COMM since the date hereof.</B>


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



<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="55%">
<!-- 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>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Page</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Risk Factors</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Forward-Looking Statements in This
Prospectus</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">About This Prospectus</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">About ACE*COMM Corporation</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">No Proceeds to the Company</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Selling Stockholders</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Plan of Distribution</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">Where You Can Find More Information</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Incorporation of Certain Documents by
Reference</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">Legal Matters</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Experts</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>

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


</DIV>
<DIV style="position: relative; float: right; margin-left: 1%; width: 49%">

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



<P align="center" style="font-size: 10pt"><B>55,990 Shares</B>



<P align="center" style="font-size: 10pt">ACE*COMM<BR>
CORPORATION



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



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



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<P align="center" style="font-size: 10pt"><B>December&nbsp;30, 2003</B>


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<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 in Part&nbsp;I will be sent
or given to employees as specified by Rule&nbsp;428(b)(1) of the Securities Act of
1933, as amended (the &#147;Securities Act&#148;). In accordance with the instructions
to Part&nbsp;I of Form S-8, such documents will not be filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule&nbsp;424 of the Securities Act. These documents and
the documents incorporated by reference pursuant to Item&nbsp;3 of Part&nbsp;II of this
registration statement, taken together, constitute the prospectus as required
by Section 10(a) of the Securities Act.


<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>


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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Item&nbsp;3.</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Incorporation of Documents by Reference</B></TD>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ACE*COMM hereby incorporates by reference into this registration statement
the following documents filed by it with the SEC:


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    <TD width="6%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ACE*COMM&#146;s annual report on Form 10-K for the
year ended June&nbsp;30, 2003.</TD>
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    <TD width="3%">&nbsp;</TD>
    <TD width="6%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Report on Form 10-Q for quarter ending
September&nbsp;30, 2003.</TD>
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    <TD width="6%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Common Stock contained in
ACE*COMM&#146;s registration statement on Form S-1 File No.
333-25439</TD>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents and reports filed by the ACE*COMM or the Plan
subsequent to the date hereof pursuant to Sections&nbsp;13(a), 13(c), 14, and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Item&nbsp;4.</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Description of Securities</B></TD>
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top">The Common Stock is registered with the SEC under Section&nbsp;12 of the Exchange Act.</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Item&nbsp;5.</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Interests of Named Experts and Counsel</B></TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Not applicable.</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Item&nbsp;6.</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Indemnification of Directors and Officers</B></TD>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Section&nbsp;2-418 of the Maryland General Corporation Law (&#147;MGCL&#148;),
unless limited by the articles of incorporation, a corporation may indemnify
its present and former directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be a party by reason of
their service in those or other capacities unless it is established that (a)
the act or omission of the director or officer was material to the matter
giving rise to the proceeding and was committed in bad faith or was the result
of active and deliberate dishonesty, (b)&nbsp;the director or officer actually
received an improper personal benefit in money, property or services or (c)&nbsp;in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. In addition, the MGCL
requires corporations, as a condition to advancing expenses, to obtain (i)&nbsp;a
written affirmation by the director or officer of his or her good faith belief
that the standard of conduct necessary for indemnification by the corporation
as authorized by the MGCL and the corporation&#146;s charter and by-laws has been
met, and (ii)&nbsp;a written statement by or on his or her behalf to repay the
amount paid or reimbursed by the corporation if it shall ultimately be
determined that the standard of conduct was not met.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indemnity is mandatory if a director or an officer has been successful on
the merits or otherwise in the defense of any proceeding arising from his or
her service as a director unless such indemnification is not otherwise
permitted as described in the following sentence. In addition to the foregoing,
a court of appropriate jurisdiction may, under certain circumstances, order
indemnification if it determines that the director or officer is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director or officer has met the standards of
conduct set forth in the preceding sentence or has been adjudged liable on the
basis that a personal benefit was improperly received in a proceeding charging
improper personal benefit to the director or the officer. If the proceeding was
an action by or in the right of the corporation or involved a determination
that the director or officer received an improper personal benefit, however, no
indemnification may be made if the individual is adjudged liable to the
corporation, except to the extent of expenses approved by a court of
appropriate jurisdiction.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Maryland law also provides that, where indemnification is permissible, it
must be authorized (a)&nbsp;by a majority vote of a quorum of the board of directors
consisting of directors who are not parties to the proceeding (or if such a
quorum cannot be obtained, the determination may be made by a majority vote of
a committee of the board which consists solely of two or more directors who are
not parties to the proceeding and who were designated to act by a majority of
the full board of directors), (b)&nbsp;by special legal counsel selected by the
board of directors or by a committee of the board of directors (or if the
requisite quorum of the board of directors cannot be obtained and the committee
cannot be established, a majority of the full board of directors, including
directors who are parties, may select the special counsel), or (c)&nbsp;by a vote of
the stockholders other than those stockholders who are directors and a party to
the proceedings.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The ACE*COMM articles of incorporation limit the monetary liability of
both officers and directors to the maximum extent permissible under Maryland
law.

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Item&nbsp;7.</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Exemption from Registration Claimed</B></TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Not applicable.</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Item&nbsp;8.</B></DIV></TD>
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    <TD align="left" valign="top"><B>Exhibits</B></TD>
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    <TD nowrap align="left">Exhibit</TD>
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    <TD nowrap align="left" style="border-bottom: 1px solid #000000">No.</TD>
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    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Exhibit</TD>
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Specimen of Common Stock Certificate (1)</TD>
</TR>

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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">5</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Hogan &#038; Hartson L.L.P. as to the validity of the shares
being registered.</TD>
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Hogan &#038; Hartson L.L.P. (included in Exhibit&nbsp;5).</TD>
</TR>

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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Grant Thornton, LLP.</TD>
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
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    <TD align="left" valign="top">&nbsp;</TD>
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP.</TD>
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">24</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page).</TD>
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    <TD nowrap width="7%">(1)</TD>
    <TD width="1%">&nbsp;&nbsp;</TD>
    <TD width="92%">Incorporated by reference to the ACE*COMM&#146;s Registration Statement on
Form&nbsp;S-1, File No.&nbsp;333-25439.</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Item&nbsp;9.</B></DIV></TD>
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    <TD align="left" valign="top"><B>Undertakings</B></TD>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant hereby undertakes:



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


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;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="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To
include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;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 aggregage offering price set forth the in the
&#147;Calculation of Registration Fee&#148; table in the effective
registration statement;


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


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;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="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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.

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&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;Insofar as indemnification for liability 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 Securities
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 director, officer or controlling
person 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 of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.


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<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 Gaithersburg state of Maryland, on December&nbsp;30,
2003.

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    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">ACE*COMM CORPORATION</TD>
</TR>

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</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">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ George T. Jimenez</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</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>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">George T. Jimenez<BR>
Chairman, Chief Executive Officer,<BR>
President and Treasurer</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below appoints George T. Jimenez and
Steven R. Delmar, Jr., jointly and severally, each in his or her own capacity,
as true and lawful attorneys-in-fact, with full power or substitution in such
person&#146;s name, place and stead, in any and all capacities to sign any
amendments to this Registration Statement on Form S-8 and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact, or their substitute or substitutes, 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 December&nbsp;30, 2003.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="32%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="63%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Signature</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Title</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ George T. Jimenez<BR>
<HR size="1" noshade color="#000000">
George T. Jimenez</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chairman, Chief Executive Officer, President,<br>
Treasurer (Principal Executive Officer) and<br>
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Steven R. Delmar<BR>
<HR size="1" noshade color="#000000">
Steven R. Delmar</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Senior Vice President and Chief Financial<br>
Officer (Principal Financial and Accounting<br>
Officer)</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Paul G. Casner, Jr.<BR>
<HR size="1" noshade color="#000000">
Paul G. Casner, Jr.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Gilbert A. Wetzel<BR>
<HR size="1" noshade color="#000000">
Gilbert A. Wetzel</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Harry M. Linowes<BR>
<HR size="1" noshade color="#000000">
Harry M. Linowes</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

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



<P align="center" style="font-size: 10pt">-6-
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="49%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="top">
<TD nowrap align="left"><HR size="4" noshade color="#000000" style="margin-bottom: -5px">
</TD>
    <TD></TD>
<TD nowrap align="left"><HR size="4" noshade color="#000000" style="margin-bottom: -5px">
</TR>
<TR style="font-size: 10pt" valign="bottom">
<TD nowrap align="left"><HR size="1" noshade color="#000000" style="margin-top: -4px">
</TD>
    <TD></TD>
<TD nowrap align="left"><HR size="1" noshade color="#000000" style="margin-top: -4px">
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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


<DIV align="left">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left">Exhibit</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Exhibit</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" bgcolor="#eeeeee">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Specimen of Common Stock Certificate (1)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" 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 align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">5</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Hogan &#038; Hartson L.L.P. as to the validity of the shares
being registered.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" 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" bgcolor="#eeeeee">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Hogan &#038; Hartson L.L.P. (included in Exhibit&nbsp;5).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" 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 align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Grant Thornton, LLP.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" 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" bgcolor="#eeeeee">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" 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 align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">24</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page).</TD>
</TR>

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




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

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated by reference to the ACE*COMM&#146;s Registration Statement on
Form S-1, File No.&nbsp;333-25439.</TD>
</TR>

</TABLE>
<HR size="1" width="18%" align="left" noshade color="#000000">




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


</BODY>
</HTML>
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sv8
As filed with the Securities and Exchange Commission on December 30, 2003
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACE*COMM Corporation
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
52-1283030
(IRS employer identification number)
ACE*COMM Corporation
704 Quince Orchard Road
Gaithersburg, MD 20878
301-721-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
i3 Mobile, Inc. 2000 Amended Stock Incentive Plan
Intelligent Information Incorporated 1995 Stock Incentive Plan
(Full title of the Plans)
Steven R. Delmar
Chief Financial Officer
ACE*COMM Corporation
704 Quince Orchard Road
Gaithersburg, MD 20878
301-721-3000
(Name, address and telephone number of Agent for Service)
Copy to:
Steven Kaufman, Esq.
Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
(202) 637-5736
EXPLANATORY NOTES
COMMON STOCK BEING REGISTERED
ACE*COMM Corporation filed a Registration Statement on Form S-4 (File No.
333-109521) with the Securities and Exchange Commission on October 7, 2003, as
amended by Pre-Effective Amendment No. 1 thereto filed with the SEC on November
4, 2003, under which it registered the offer and sale of up to 5,000,000
shares of ACE*COMM common stock in connection with its proposed acquisition of
i3 Mobile, Inc., including shares issuable under i3's 2000 Amended Stock
Incentive Plan and the Intelligent Information Incorporated 1995 Stock
Incentive Plan. The closing of the i3 acquisition occurred on December 5,
2003, and in connection with that transaction 3,772,836 shares of ACE*COMM
common stock have been issued and ACE*COMM has assumed i3's stock plans.
Since the stock issuable under i3's former stock plans, now ACE*COMM
stock plans, will be issued, if at all, in the future, pursuant to this
Registration Statement on Form S-8, ACE*COMM is registering 55,990 shares
previously registered under the Form S-4 for issuance in the future under these
stock plans.
PROSPECTUSES
This Registration Statement has two prospectuses. The first prospectus is
the Section 10(a) prospectus relating to all shares issuable under the former
i3 stock plans. That prospectus will not be filed with the SEC either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act, for reasons discussed below in Part
1. The other prospectus meets the requirements of Form S-3 and relates to the resale of shares underlying options held by former stockholders
of i3 who entered into affiliate agreements with ACE*COMM. That prospectus is
set forth below.
-1-
FORM S-3 PROSPECTUS
The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement relating to these securities has been declared effective by the
Securities and Exchange Commission. This prospectus is neither an offer to
sell nor a solicitation of an offer to buy these securities in any jurisdiction
where the offer or sale is unlawful.
SUBJECT TO COMPLETION, DATED DECEMBER 30, 2003
PROSPECTUS
55,990 SHARES
ACE*COMM CORPORATION
COMMON STOCK
The selling stockholders named in this prospectus may offer and sell up to
55,990 shares of ACE*COMM common stock. We are registering the offered shares
as required by the terms of agreements with the selling stockholders. ACE*COMM
issued or will issue these shares under stock plans of i3 Mobile, Inc., or i3,
assumed by ACE*COMM in connection with the acquisition of i3.
The selling stockholders may offer and sell their shares from time to time
on the Nasdaq Small-Cap Market or such other securities market on which ACE*COMM shares
are then listed, or in private transactions at prevailing market prices or at
privately negotiated prices. The registration of the offered shares does not
necessarily mean that the shares will be offered or sold by the selling
stockholders. Although we will incur expenses in connection with registering
the shares, we will not receive any of the proceeds from a sale of the shares
by the selling stockholders. The selling stockholders are responsible for
their own brokerage commissions and similar expenses.
ACE*COMM common stock is listed on the Nasdaq Small-Cap Market under the
symbol "ACEC." On December 26, 2003, the closing price of ACE*COMM common
stock on the Nasdaq Small-Cap Market was $2.68 per share.
Investing in ACE*COMM common stock involves risks.
Please read "Risk Factors" beginning on page 3 before purchasing the common stock.
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 prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is December 30, 2003.
-2-
RISK FACTORS
An investment in our common stock involves certain risks. To understand
these risks and to evaluate an investment in our common stock, you should read
this entire prospectus, including the following risk factors.
Because of our reliance on significant customers and large orders, any failure
to obtain a sufficient number of large contracts could have a material adverse
effect on our revenues for one or more periods
A significant portion of our revenue comes from large financial commitments by
a small number of customers, including both telecommunications carriers and
large enterprises. We expect to continue to depend on a limited number of
customers in any given period for a significant portion of our revenue and, in
turn, to be dependent on their continuing success and positive financial
results and condition. If we fail to continue to receive orders from such
customers, or if any one or more of these customers suffers a downturn, our
financial results will suffer.
Unless economic conditions improve, our results of operations may not return to
prior levels
The current economic environment remains volatile. If the current uncertainty
and negativity in the economic climate in the U.S. and the rest of the world
continues, our customers — and our business and financial results — will
continue to be adversely affected.
The adverse conditions in the telecommunications industry are materially and
adversely affecting us
Our business and financial results are highly dependent on the
telecommunications industry and the capital spending of our customers. Over
the past three years capital spending by telecommunication companies has
decreased and may continue to decrease in the near future. Various
commentators have attributed the decrease in spending to the decline in the
telecommunications industry in particular and economic conditions in general,
principal telecommunications products and services increasingly becoming
commodities that cannot easily be distinguished, intense competition in the
development of new technology or other features, increasing competition from
smaller but rapidly developing alternative carriers, decreasing prices for
telecommunication services and equipment, and regulatory rate structures that
have become less dependent on the level of carriers' capital expenditures. The
reduction of spending by companies in the telecommunication industries has
caused, and may continue to cause, a significant reduction in ACE*COMM's
revenues.
Continuing market consolidation may reduce the number of potential customers
for our products
The North American communications industry has experienced significant
consolidation. In the future, there may be fewer potential customers requiring
operations support systems and related services, increasing the level of
competition in the industry. In addition, larger, consolidated communication
companies have strengthened their purchasing power, which could create a
decline in our pricing structure and a decrease of the margins we can realize.
These larger consolidated companies are also striving to streamline their
operations by combining different communications systems and the related
operations support systems into one system, reducing the number of vendors
needed. The continuing industry consolidation may cause ACE*COMM to lose more
customers, which would have a material adverse effect on ACE*COMM's business,
financial condition and results of operations.
-3-
Unless we continue to maintain existing strategic alliances and develop new
ones, our sales will suffer
Our results could suffer further if we are unable to maintain existing and
develop additional strategic alliances with leading companies that provide
telecommunications services or that manufacture and market network equipment.
If we are not able to maintain or develop these strategic alliances, we will
not be able to expand our distribution channels and provide additional exposure
for our product offerings. These relationships can take significant periods of
time and work to develop, and may require the development of additional
products or features or the offering of support services we do not presently
offer.
Many of our telecommunications customers involve credit risks for us
Many of our customers present potential credit risks, and we are dependent on a
small number of major customers. The majority of our customers are in the
telecommunication services industry and government sector, or are in the early
stages of development when financial resources may be limited. Five customers
represented 77% of ACE*COMM's gross trade receivables balance as of June 30,
2003, with one international customer representing 31% of ACE*COMM's gross
trade receivables balance as of June 30, 2003. Because we depend on a small
number of major customers, and many of our customers present potential credit
risks for different reasons, our results of operations could be adversely
affected by non-payment or slow-payment of receivables. We have also
experienced significant losses for doubtful accounts. For a more detailed
discussion of doubtful accounts please read the section labeled "Management's
Discussion and Analysis of Financial Condition and Results of Operations –
Provision for Doubtful Accounts" included in our Form 10-K for the year ended
June 30, 2003, which is incorporated by reference.
We are increasingly subject to the risks and costs of international sales, and
failure to manage these risks would have an adverse effect on us
A substantial portion of our revenues are derived from international sales and
are therefore subject to the risks of conducting business overseas, including
the general economic conditions in each country, the overlap of different tax
structures, the difficulty in managing resources in various countries, changes
in regulatory requirements, compliance with a variety of foreign laws and
regulations, and longer payment cycles. ACE*COMM derived approximately $7.7
million, or about 56% of its total revenue, from customers outside of the
United States for fiscal year 2003. To the extent that we have increased our
international revenue sources over the last three years, the impact of the
risks related to international sales could have an increasing larger effect on
our financial condition as a whole.
Failure to manage risks of potential acquisitions would have an adverse effect
on us
We intend to investigate and pursue potential business combinations as one of
the ways of growing our business during a difficult period. However,
acquisitions must be conducted very carefully or there can be adverse
consequences. In particular, failure to identify risks of potential
acquisition targets or inability to correctly evaluate costs of combining
business or technologies could cost us significant resources, dilution to our
stockholders or loss of valuable time.
Failure to estimate accurately the resources necessary to complete fixed-price
contracts would have an adverse effect on our bottom line
Our failure to accurately estimate the resources required for a project or a
failure to complete contractual obligations in a manner consistent with the
projected plan may result in lower than expected project margins or project
losses, which would negatively impact operating results. Our sales are
typically formalized in agreements that sometimes include customization of the
underlying software and services. These agreements require projections related
to allocation of employees and other resources. Additionally, we may fix the
price of an arrangement before the final requirements
-4-
are finalized. On occasion, we have and may be required in the future to commit unanticipated
additional resources to complete projects, and the estimated fixed price may
not include this unanticipated increase of resources. If our original
projections are not met, project losses may occur that would have a negative
impact on our operating results.
Inability to forecast revenue accurately may result in costs that are out of
line with revenues, leading either to additional losses or downsizing that may
not have been necessary
We may not be able to accurately forecast the timing of our revenue
recognition due to the difficulty of anticipating compliance with the
accounting requirements for revenue recognition and to the fact that we
historically have generated a disproportionate amount of our operating revenues
toward the end of each quarter. Our operating results historically have varied
from fiscal period to fiscal period. Accordingly, our financial results in any
particular fiscal period are not necessarily indicative of results for future
periods.
-5-
FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS
We have made forward-looking statements in this document, and in documents
that we incorporate by reference. These kinds of statements are subject to
risks and uncertainties. Forward-looking statements include the information
concerning possible or assumed future results of our operations. Words such as
believes, expects, anticipates or similar expressions, indicate forward-looking
statements.
You should note that many factors, some of which are discussed elsewhere
in this document and in the documents that we incorporate by reference, could
affect our future financial results and could cause those results to differ
materially from those expressed in our forward-looking statements. These
factors include the factors in the section entitled "Risk Factors" on page 3
and other risk factors as may be detailed from time to time in ACE*COMM's
public announcements and filings with the Securities and Exchange Commission.
The forward-looking statements are made as of the date of this prospectus,
and we assume no obligation to update the forward-looking statements or to
update the reasons why actual results could differ from those projected in the
forward-looking statements.
ABOUT THIS PROSPECTUS
We have filed with the Commission a registration statement on Form S-8, of
which this prospectus is a part, under the Securities Act with respect to the
offered shares. This prospectus does not contain all of the information set
forth in the registration statement, portions of which we have omitted as
permitted by the rules and regulations of the Commission. Statements contained
in this prospectus as to the contents of any contract or other document are not
necessarily complete. You should refer to the copy of each contract or document
filed as an exhibit to the registration statement for a complete description.
ABOUT ACE*COMM CORPORATION
ACE*COMM is a global provider of advanced Convergent Mediation™ products
and Enterprise Telemanagement software applications. These hardware and
software solutions and related products and services are employed in wired and
wireless networks that deliver voice, data, mixed media and Internet
communications. They provide the ability to capture, secure, validate, and
enhance data from multiple networks and technologies. These operations are
performed interactively with a data warehouse, and processed information is
distributed in near real-time, to all types of carrier Operations Support
Systems and Business Support Systems, such as billing and fraud systems.
Customers can use these products to analyze and handle this information to
reduce costs, accelerate time-to-market for new products and services, generate
new sources of revenue, and push forward with next-generation initiatives. We
market the Convergent Mediation™ product line to telecommunications carriers
and Internet communications service providers, and the NetPlus® Enterprise
Operations Support System and other products primarily to large enterprises.
ACE*COMM's common stock is traded on the Nasdaq Small-Cap Market under the
symbol "ACEC."
Our principal executive office is located at 704 Quince Orchard Road,
Gaithersburg, Maryland 20878, and our telephone number is (301) 721-3000.
NO PROCEEDS TO THE COMPANY
ACE*COMM will not receive any of the proceeds from sales of shares by the
selling stockholders. The costs and expenses incurred in connection with the
registration under the
-6-
Securities Act of the offered shares will be paid by us.
The selling stockholders will pay any brokerage fees and commissions and share
transfer and other taxes attributable to the sale of the offered shares. We
will pay up to $7,500 for fees and disbursements of legal counsel for the
selling stockholders.
-7-
SELLING STOCKHOLDERS
A
total of 55,990 shares of common stock may be sold pursuant to this prospectus.
The shares of common stock offered hereby were or will be issued by
us in the following manner:
ACE*COMM acquired i3 by merger on December 5, 2003. Upon closing, i3
became an indirect, wholly-owned subsidiary of ACE*COMM. In this acquisition,
ACE*COMM adopted the i3 stock plans, under which 55,990 shares of ACE*COMM
common stock were reserved for issuance to former stockholders of i3 who were
affiliates of i3. These shares have been registered for resale under the
Securities Act, pursuant to the terms of an affiliate agreement entered into
among ACE*COMM and the selling stockholders, including Edward Fletcher, W.
Peter Daniels, J. William Grimes, James A. Johnson, Matthew J. Stover and Roger
L. Werner Jr.
We have no agreements with the selling stockholders with respect to the
manner or timing of sales of their ACE*COMM stock. Messrs. Grimes and Stover,
who are expected to be or have been appointed to ACE*COMM's Board of Directors,
are or will be subject to ACE*COMM's insider trading policy and securities
laws, rules and regulations applicable to trading by directors.
Name of Selling
Number of Number of
Percent of
Stockholder
Shares Owned
Outstanding Shares
Shares Offered
Edward Fletcher
11,442
*
11,442
W. Peter Daniels
46,420
*
5,159
J. William Grimes (1)
926,333
6.75
%
22,038
James A. Johnson (2)
84,212
*
5,159
Matthew J. Stover
8,572
*
8,441
Roger L. Werner, Jr.
3,751
*
3,751
TOTAL:
1,080,730
7.84
%
55,990
*
Less than one (1%) percent
(1)
Includes 22,038 shares issuable upon the exercise of options, and
904,295 shares of common stock held by BG Media Investors, L.P. Mr.
Grimes is the Managing Member of BG Media Investors LLC, the General
Partner of BG Media Investors L.P. Mr. Grimes disclaims beneficial
ownership of these shares except to the extent of his pecuniary
interest therein.
(2)
Includes 5,159 shares issuable upon the exercise of options, and
79,053 shares of common stock held by Apex Strategic Partners LLC and
Apex Investment Fund III, L.P. Mr. Johnson is President of Stellar
Investment Co., the Managing Member of Apex Management III, LLC, which
is the General Partner of Apex Investment Fund III, L.P. and the
Manager of Apex Strategic Partners, LLC. Mr. Johnson disclaims
beneficial ownership of these shares except to the extent of his
pecuniary interest therein.
Since the selling stockholders may sell all, some or none of their shares,
we cannot estimate the number of shares that will be sold by the selling
stockholders or that will be owned by the selling stockholders upon completion
of the offering.
-8-
PLAN OF DISTRIBUTION
The selling stockholders may offer all or part of their shares of common
stock from time to time in transactions on the Nasdaq Small-Cap Market, in
privately negotiated transactions, through the writing of options on the common
stock or a combination of such methods of sale. The shares of common stock may
be offered at fixed prices, which may be changed, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The methods by which the shares may be sold or distributed
may include, but are not limited to, the following:
•
a cross or block trade in which the broker-dealer engaged by the
selling stockholder will attempt to sell the shares as agent;
•
an exchange distribution in accordance with the rules of the NASD;
•
ordinary brokerage transactions and transactions in which the broker solicits purchasers;
•
privately negotiated transactions;
•
short sales or borrowings, returns and reborrowings of the shares
pursuant to stock loan agreements to settle short sales; and
•
delivery in connection with the issuance of securities by issuers,
other than us, that are exchangeable for, whether on an optional or
mandatory basis, or payable in, such shares, whether such securities
are listed on a national securities exchange or otherwise, or pursuant
to which such shares may be distributed.
In effecting sales, brokers or dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate in such sales. Brokers
or dealers may receive commissions or discounts from the selling stockholders
or from the purchasers in amounts to be negotiated immediately prior to the
sale. The selling stockholders may also sell such shares in accordance with
Rule 144 under the Securities Act. This prospectus also may be used by donees
of the selling stockholders or by other persons acquiring shares of the common
stock, including brokers who borrow the shares to settle short sales of shares
of the common stock and who wish to offer and sell such shares under
circumstances requiring or making use of the prospectus desirable.
From time to time the selling stockholders may engage in short sales,
short sales against the box, puts, calls and other transactions in securities
of ACE*COMM or derivatives thereof, and may sell and deliver shares of common
stock in connection therewith. From time to time the selling stockholders may
also pledge their shares of common stock pursuant to the margin provisions of
their respective customer agreements with their respective brokers or
otherwise. Upon a default by a selling stockholder, the broker or pledgees may
offer and sell the pledged shares of common stock from time to time. No selling
stockholder may use the shares being offered in the prospectus to satisfy any
derivative securities or transactions entered into before the effectiveness of
the prospectus.
The selling stockholders and any broker-dealers who act in connection with
the sale of the shares of common stock offered pursuant to this prospectus may
be deemed to be "underwriters" as that term is defined in the Securities Act,
and any commissions received by them might be deemed to be underwriting
discounts and commissions under the Securities Act.
Except for transfer taxes, ACE*COMM has agreed to pay all expenses in
connection with the registration under the Securities Act of the offered
shares, including:
•
all registration and filing fees,
-9-
•
printing expenses,
•
fees and disbursements of counsel and accountants for ACE*COMM, and
•
reasonable fees and disbursements of counsel for the selling
stockholders, which fees and disbursements will not exceed $7,500.
Additionally, the selling stockholders are responsible for their own brokerage
commissions and similar expenses.
The selling stockholders will pay any brokerage fees and commissions, fees
and disbursements of legal counsel for the selling stockholders and stock
transfer and other taxes attributable to the sale of the offered shares.
ACE*COMM also has agreed to indemnify each of the selling stockholders
against losses, claims, damages, liabilities and expenses based upon, arising
out of, or resulting from (i) any untrue statement of a material fact contained
in the registration statement or any omission to state therein a material fact
necessary in order to make the statement made therein not misleading, or (ii)
any untrue statement of a material fact contained in this prospectus, or any
supplement or amendment thereto, or any omission to state therein a material
fact necessary in order to make the statements made therein, in the light of
the circumstances under which they were made, not misleading, except to the
extent that the claim is based upon, arises out of or results from information
furnished to ACE*COMM in writing by such selling stockholder for use in the
registration statement.
The selling stockholders have agreed to indemnify ACE*COMM, its officers
and each person who controls, within the meaning of the Securities Act up to an
amount equal to the net proceeds to each selling stockholder from ACE*COMM
common stock sold pursuant to the registration statement, against any losses,
claims, damages, liabilities and expenses arising under the securities laws
based upon, arising out of, or resulting from (i) any untrue statement of a
material fact contained in the registration statement or any omission to state
therein a material fact necessary in order to make the statements made therein
not misleading, or (ii) any untrue statement of a material fact contained in
this prospectus, or any supplement or amendment thereto, or any omission to
state therein a material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not
misleading, in each case, only to the extent that such claim is based upon,
arises out of or results from information furnished to ACE*COMM in writing by
such Selling Stockholder for use in connection with the registration
statement.
The selling stockholders may from time to time offer and sell all or a
portion of the offered shares in transactions on the Nasdaq Small-Cap Market or
any other national securities exchange or quotation service on which the
offered shares are listed or quoted at the time of the sale, in the
over-the-counter market, in negotiated transactions or otherwise, at prices
then prevailing or related to the then-current market price or at negotiated
prices. The offered shares may be sold directly or through agents or
broker-dealers acting as agent, or in block trades. To the extent required, the
names of any agents or broker-dealers and applicable commissions or discounts
and any other required information with respect to any particular offer will be
set forth in this prospectus under the caption "Plan of Distribution" or in any
accompanying prospectus supplement. The selling stockholders reserve the right
to accept or reject, in whole or in part, any proposed purchase of the offered
shares to be made directly or through agents. The selling stockholders and any
agents or broker-dealers participating in the distribution of the offered
shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, and any profit on the sale of offered shares by the selling
stockholders and any commissions received by any agents or broker-dealers may
be deemed to be underwriting commissions or discounts under the Securities Act.
The selling stockholders and the shares of common stock to be sold pursuant
hereto are subject to the restrictions contained in Regulation M.
-10-
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and
copy any materials we file with the SEC at the Public Reference Room of the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, we file many of our documents electronically with
the SEC, and you may access those documents over the Internet. The SEC
maintains a "web site" that contains reports, proxy and information statements
and other information regarding issuers that file electronically at
"http://www.sec.gov."
ACE*COMM's common stock is traded on the Nasdaq Small-Cap Market under the
symbol "ACEC."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows ACE*COMM to "incorporate by reference" information into
this prospectus. That means that ACE*COMM can disclose important information
to you by referring you to another document filed separately with the SEC. The
information that ACE*COMM incorporates by reference is considered a part of
this prospectus, except for any information superseded by information presented
in this prospectus. This prospectus incorporates important business and
financial information about us and our subsidiaries that is not included in or
delivered with this prospectus. This prospectus incorporates by reference the
documents listed below that ACE*COMM has filed with the SEC:
• Annual Report on Form 10-K for year ended June 30, 2003
• Quarterly Report on Form 10-Q for quarter ended September 30, 2003
• Current Reports on Form 8-K filed December 18, 2003
• For a description of ACE*COMM common stock, please see ACE*COMM's
Registration Statement on Form S-1, SEC File No. 333-25439.
These documents are available without charge to you if you call or write
to Loretta Rivers, ACE*COMM Corporation, 704 Quince Orchard Road, Gaithersburg,
Maryland 20878, telephone number (301) 721-3000.
All reports and other documents filed with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the effective date
of the registration statement and prior to the termination of this offering
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such reports and documents. Any statement contained
in a document incorporated by reference herein shall be deemed modified or
superseded for purposes of this prospectus to the extent that a statement
contained or incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. ACE*COMM has not authorized
anyone to provide you with information that is different, and, if given or
made, such information must be not be relied upon as having been authorized by
us. Neither the delivery of this prospectus at any time nor any sale made
hereunder shall, under any circumstances, imply that the information in this
prospectus is correct as of any date after the date on the front of this
prospectus. This prospectus shall not constitute an offer to sell or a
solicitation of an offer to buy by any person in any jurisdiction in which it
is unlawful for such person to make such offer or solicitation.
-11-
LEGAL MATTERS
Hogan & Hartson L.L.P., Washington, D.C. has passed upon the validity of
the common stock offered pursuant to this prospectus.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule as of June 30, 2002 and for each of the two
years in the period then ended included in our Annual Report on Form 10-K for
the year ended June 30, 2003, as set forth in their report, which is
incorporated by reference in this prospectus and registration statement. Our financial statements and schedule
are incorporated by reference in reliance on Ernst & Young LLP's report, given
on their authority as experts in accounting and auditing.
The consolidated financial statements and schedule of ACE*COMM and its
subsidiaries as of June 30, 2003 and the period ended June 30, 2003
incorporated by reference to the Annual Report on Form 10-K of ACE*COMM for the
year ended June 30, 2003, have been so incorporated in reliance on the report
of Grant Thornton, LLP, independent certified public accountants, given on the
authority of said firm as experts in auditing and accounting.
-12-
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained in this prospectus in
connection with the offering covered by this prospectus. If given or made,
such information or representations must not be relied upon as having been
authorized by ACE*COMM or the selling stockholder. This prospectus does not
constitute an offer to sell, or a solicitation of any offer to buy, the offered
shares, in any jurisdiction where, or to any person to whom, it is unlawful to
make any such offer or solicitation. Neither the delivery of this prospectus
nor any offer or sale made hereunder shall, under any circumstances, create an
implication that there has not been any change in the facts set forth in this
prospectus or in the affairs of ACE*COMM since the date hereof.
_____________________
TABLE OF CONTENTS
Page
Risk Factors
3
Forward-Looking Statements in This
Prospectus
6
About This Prospectus
6
About ACE*COMM Corporation
6
No Proceeds to the Company
6
Selling Stockholders
8
Plan of Distribution
9
Where You Can Find More Information
11
Incorporation of Certain Documents by
Reference
11
Legal Matters
12
Experts
12
55,990 Shares
ACE*COMM
CORPORATION
Common Stock
PROSPECTUS
December 30, 2003
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). In accordance with the instructions
to Part I of Form S-8, such documents will not be filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and
the documents incorporated by reference pursuant to Item 3 of Part II of this
registration statement, taken together, constitute the prospectus as required
by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
ACE*COMM hereby incorporates by reference into this registration statement
the following documents filed by it with the SEC:
(a)
ACE*COMM's annual report on Form 10-K for the
year ended June 30, 2003.
(b)
Quarterly Report on Form 10-Q for quarter ending
September 30, 2003.
(c)
The description of the Common Stock contained in
ACE*COMM's registration statement on Form S-1 File No.
333-25439
In addition, all documents and reports filed by the ACE*COMM or the Plan
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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
The Common Stock is registered with the SEC under Section 12 of the Exchange Act.
Item 5.
Interests of Named Experts and Counsel
Not applicable.
-2-
Item 6.
Indemnification of Directors and Officers
Under Section 2-418 of the Maryland General Corporation Law ("MGCL"),
unless limited by the articles of incorporation, a corporation may indemnify
its present and former directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be a party by reason of
their service in those or other capacities unless it is established that (a)
the act or omission of the director or officer was material to the matter
giving rise to the proceeding and was committed in bad faith or was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. In addition, the MGCL
requires corporations, as a condition to advancing expenses, to obtain (i) a
written affirmation by the director or officer of his or her good faith belief
that the standard of conduct necessary for indemnification by the corporation
as authorized by the MGCL and the corporation's charter and by-laws has been
met, and (ii) a written statement by or on his or her behalf to repay the
amount paid or reimbursed by the corporation if it shall ultimately be
determined that the standard of conduct was not met.
Indemnity is mandatory if a director or an officer has been successful on
the merits or otherwise in the defense of any proceeding arising from his or
her service as a director unless such indemnification is not otherwise
permitted as described in the following sentence. In addition to the foregoing,
a court of appropriate jurisdiction may, under certain circumstances, order
indemnification if it determines that the director or officer is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director or officer has met the standards of
conduct set forth in the preceding sentence or has been adjudged liable on the
basis that a personal benefit was improperly received in a proceeding charging
improper personal benefit to the director or the officer. If the proceeding was
an action by or in the right of the corporation or involved a determination
that the director or officer received an improper personal benefit, however, no
indemnification may be made if the individual is adjudged liable to the
corporation, except to the extent of expenses approved by a court of
appropriate jurisdiction.
Maryland law also provides that, where indemnification is permissible, it
must be authorized (a) by a majority vote of a quorum of the board of directors
consisting of directors who are not parties to the proceeding (or if such a
quorum cannot be obtained, the determination may be made by a majority vote of
a committee of the board which consists solely of two or more directors who are
not parties to the proceeding and who were designated to act by a majority of
the full board of directors), (b) by special legal counsel selected by the
board of directors or by a committee of the board of directors (or if the
requisite quorum of the board of directors cannot be obtained and the committee
cannot be established, a majority of the full board of directors, including
directors who are parties, may select the special counsel), or (c) by a vote of
the stockholders other than those stockholders who are directors and a party to
the proceedings.
The ACE*COMM articles of incorporation limit the monetary liability of
both officers and directors to the maximum extent permissible under Maryland
law.
Item 7.
Exemption from Registration Claimed
Not applicable.
-3-
Item 8.
Exhibits
Exhibit
No.
Exhibit
3
Form of Specimen of Common Stock Certificate (1)
5
Opinion of Hogan & Hartson L.L.P. as to the validity of the shares
being registered.
23.1
Consent of Hogan & Hartson L.L.P. (included in Exhibit 5).
23.2
Consent of Grant Thornton, LLP.
23.3
Consent of Ernst & Young LLP.
24
Power of Attorney (included on signature page).
(1)
Incorporated by reference to the ACE*COMM's Registration Statement on
Form S-1, File No. 333-25439.
Item 9.
Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(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 aggregage offering price set forth the 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;
-4-
provided, however,
that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial
bona fide
offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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.
Insofar as indemnification for liability 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 Securities
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 director, officer or controlling
person 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 of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
-5-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Gaithersburg state of Maryland, on December 30,
2003.
ACE*COMM CORPORATION
By:
/s/ George T. Jimenez
George T. Jimenez
Chairman, Chief Executive Officer,
President and Treasurer
Each person whose signature appears below appoints George T. Jimenez and
Steven R. Delmar, Jr., jointly and severally, each in his or her own capacity,
as true and lawful attorneys-in-fact, with full power or substitution in such
person's name, place and stead, in any and all capacities to sign any
amendments to this Registration Statement on Form S-8 and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact, or their substitute or substitutes, 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 December 30, 2003.
Signature
Title
/s/ George T. Jimenez
George T. Jimenez
Chairman, Chief Executive Officer, President,
Treasurer (Principal Executive Officer) and
Director
/s/ Steven R. Delmar
Steven R. Delmar
Senior Vice President and Chief Financial
Officer (Principal Financial and Accounting
Officer)
/s/ Paul G. Casner, Jr.
Paul G. Casner, Jr.
Director
/s/ Gilbert A. Wetzel
Gilbert A. Wetzel
Director
/s/ Harry M. Linowes
Harry M. Linowes
Director
-6-
EXHIBIT INDEX
Exhibit
No.
Exhibit
3
Form of Specimen of Common Stock Certificate (1)
5
Opinion of Hogan & Hartson L.L.P. as to the validity of the shares
being registered.
23.1
Consent of Hogan & Hartson L.L.P. (included in Exhibit 5).
23.2
Consent of Grant Thornton, LLP.
23.3
Consent of Ernst & Young LLP.
24
Power of Attorney (included on signature page).
(1)
Incorporated by reference to the ACE*COMM's Registration Statement on
Form S-1, File No. 333-25439.
-2-