As filed with the Securities and Exchange Commission on May 21, 2002
                                                 Registration No.  333-________
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                           IPC ACQUISITION CORP.
           (Exact name of registrant as specified in its charter)
          DELAWARE                                           74-3022102
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                           Identification Number)
                                 88 PINE STREET
                           New York, New York 10005
                      (Address of registrant's principal
                              executive offices)


                IPC ACQUISITION CORP. 2002 STOCK OPTION PLAN
         IPC ACQUISITION CORP. KEY EMPLOYEE EQUITY INVESTMENT PLAN
                         (Full title of the plans)

<TABLE>
<CAPTION>

                               TIMOTHY WHELAN
                           IPC ACQUISITION CORP.
                               88 PINE STREET
                          NEW YORK, NEW YORK 10005
                               (212) 858-7900
         (Name, address, and telephone number of agent for service)


                      CALCULATION OF REGISTRATION FEE

=========================================================================================================================
                                                                    Proposed       Proposed Maximum
             Title of Securities                Amount to be        Maximum           Aggregate          Amount of
              to be Registered                 Registered (FN1)    Offering Price     Offering Price    Registration Fee
                                                                 Per Share (FN2)
---------------------------------------------- ---------------- ----------------- ----------------- ---------------------
<S>                                               <C>                <C>            <C>                     <C>

Common stock, par value $0.01 per share           1,000,000          $10.00         $10,000,000             $920
                                                   shares
---------------------------------------------- ---------------- ----------------- ----------------- ---------------------
----------
<FN>

(1)  Includes an indeterminate number of shares of common stock, par value $0.01
     per share, of IPC Acquisition Corp. (the "Common Stock") that may be issued
     in the event of stock splits, stock dividends or similar transactions in
     accordance with Rule 416 of the Securities Act of 1933, as amended (the
     "Securities Act"). This Registration Statement registers 100,000 shares of
     Common Stock that may be issued under the IPC Acquisition Corp. Key
     Employee Equity Investment Plan and 900,000 shares of Common Stock that may
     be issued under the IPC Acquisition Corp. 2002 Stock Option Plan.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act.
</FN>
</TABLE>

<PAGE>
                                   PART I
                              EXPLANATORY NOTE

     This Form S-8  Registration  Statement  relates to  100,000  shares of
common stock of IPC Acquisition Corp. (the  "Registrant"),  par value $0.01
per  share  (the  "Common  Stock"),  that  may  be  issued  under  the  IPC
Acquisition  Corp. Key Employee  Equity  Investment  Plan (the  "Investment
Plan") and 900,000  shares of Common Stock that may be issued under the IPC
Acquisition Corp. 2002 Stock Option Plan (the "Option Plan").

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement will be delivered to participants in the Investment
Plan and  recipients  of awards  under the Option Plan as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "Securities  Act"). These
documents are not required to be filed with the SEC but  constitute  (along
with  the  documents  incorporated  by  reference  into  this  Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The Registrant's prospectuses filed with the SEC pursuant to Rule 424(b) on
May 16, 2002 (File No.  333-82540)  are  incorporated  by reference in this
Registration Statement.

     All documents  filed  subsequent to the date hereof by the  Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934,  as amended  (the  "Exchange  Act"),  prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which  deregisters all securities then remaining  unsold,
shall be deemed to be  incorporated  herein by  reference  and to be a part
hereof from the date of the filing  (such  documents  and the  document set
forth above being hereinafter referred to as "Incorporated Documents"). Any
statement  contained  herein or in an  Incorporated  Document  deemed to be
incorporated  by  reference  herein  shall  be  deemed  to be  modified  or
superseded  for  purposes  hereof to the extent that a statement  contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement.  Any such statement as so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a
part hereof.

     ITEM 4.  DESCRIPTION OF SECURITIES

     General.  The Amended and Restated Certificate of Incorporation of the
Registrant (the "Certificate of Incorporation")  authorizes the issuance of
25,000,000  shares of Common Stock.  The  Investment  Plan provides for the
issuance of up to 100,000 shares of Common Stock.  The Option Plan provides
for the issuance of up to 900,000 shares of Common Stock.

     Voting  Rights.  Holders of shares of Common Stock will be entitled to
one vote per share on all  matters  to be voted on by  stockholders  of the
Registrant.  Holders  of shares of Common  Stock  will not have  cumulative
voting rights.

     Dividends.  Holders  of shares of Common  Stock  will be  entitled  to
receive  ratably  such  dividends,  if any, as are declared by the board of
directors  of the  Registrant  out  of  funds  legally  available  for  the
declaration of dividends.

     Liquidation.  In the event of the liquidation,  dissolution or winding
up of the Registrant, holders of shares of Common Stock will be entitled to
share  pro  rata  in the  distribution  of all of the  Registrant's  assets
available for  distribution  after  satisfaction of all of the Registrant's
liabilities and all rights of holders of securities senior for this purpose
to the Common Stock.

     Other  Provisions.  Holders  of shares of  Common  Stock  will have no
preemptive or other subscription rights to purchase shares of Common Stock,
and there will be no conversion  rights,  redemption rights or sinking fund
provisions.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As  permitted  by  Delaware  law,  the  Certificate  of  Incorporation
provides that no director will be  personally  liable to the  Registrant or
the Registrant's  stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability:

     o    for any  breach  of  duty of  loyalty  to the  Registrant  or the
          Registrant's stockholders;

     o    for  acts  or  omissions  not  in  good  faith  or  that  involve
          intentional misconduct or a knowing violation of law;

     o    for unlawful  payment of dividends or unlawful stock  repurchases
          or  redemptions   under  Section  174  of  the  Delaware  General
          Corporation Law; or

     o    for any transaction  from which such director derived an improper
          personal benefit.

The  Certificate  of  Incorporation  also  provides that if Delaware law is
amended  to  permit  further  elimination  or  limitation  of the  personal
liability of directors,  then the liability of a director of the Registrant
will be eliminated or limited to the fullest  extent  permitted by Delaware
law.

     In addition,  the Amended and Restated  Bylaws of the Registrant  (the
"Bylaws") provide that:

     o    the  Registrant  is  required  to  indemnify  its  directors  and
          officers to the fullest extent permitted by Delaware law, subject
          to specified exceptions;

     o    the  Registrant  may indemnify its other  employees and agents to
          the extent that it indemnifies its officers and directors, unless
          otherwise  prohibited by law, the  Certificate of  Incorporation,
          the Bylaws or other agreements;

     o    the  Registrant  may  be  required  to  advance  expenses  to its
          directors and executive  officers as incurred in connection  with
          legal proceedings against them for which they may be indemnified;
          and

     o    the rights conferred in the Bylaws are not exclusive.

     The Registrant has purchased  insurance on behalf of its directors and
officers  against  various  liabilities  that may be asserted  against,  or
incurred by, such persons in their  capacities  as directors or officers of
the  Registrant,  or that may arise out of their  status  as  directors  or
officers of the Registrant.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

     ITEM 8.  EXHIBITS

EXHIBIT NO.                         DESCRIPTION OF EXHIBIT
-----------                         ----------------------

4.1                                Amended  and  Restated   Certificate  of
                                   Incorporation    of    the    Registrant
                                   (incorporated  by  reference  to Exhibit
                                   3.1  to  the  Registrant's  Registration
                                   Statement   on  Form   S-4   (File   No.
                                   333-82540) (the "Form S-4"))

4.2                                Amended  and  Restated   Bylaws  of  the
                                   Registrant (incorporated by reference to
                                   Exhibit   3.2   to   the   Form S-4

4.3                                IPC   Acquisition   Corp.  Key  Employee
                                   Equity Investment Plan  (incorporated by
                                   reference   to   Exhibit   10.8  to  the
                                   Form S-4

4.4                                IPC Acquisition  Corp. 2002 Stock Option
                                   Plan   (incorporated   by  reference  to
                                   Exhibit   10.7   to   the   Form S-4

5.1*                               Opinion of Fried, Frank, Harris, Shriver
                                   & Jacobson

23.1*                              Consent of Fried, Frank, Harris, Shriver
                                   & Jacobson (included in Exhibit 5.1)

23.2*                              Consent of Ernst & Young LLP, Independent
                                   Auditors

23.3*                              Consent   of    Arthur    Andersen   LLP,
                                   Independent Public Accountants

24*                                Power  of  Attorney   (included  in  the
                                   signature  pages  of  this  Registration
                                   Statement)

--------------------
*     Filed herewith.

     ITEM 9.  UNDERTAKINGS

     The Registrant hereby undertakes:

          (a) 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 this  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 this Registration Statement;

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously  disclosed  in  this
          Registration Statement or any material change to such information
          in this Registration Statement;

     provided,  however,  that  paragraphs (i) and (ii) do not apply if 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 SEC by the  Registrant  pursuant  to  Section  13 or
     Section 15(d) of the Exchange Act that are  incorporated  by reference
     in this Registration Statement.

          (b) That, for the purpose of determining  any liability under the
     Securities Act, 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.

          (c) 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.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Registrant's annual report pursuant
     to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
     incorporated  by reference  in this  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  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise,  the Registrant has been advised
that in the  opinion  of the SEC 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
any of the Registrant's directors,  officers and controlling persons in the
successful defense of any action, suit or proceeding) is asserted by any of
the Registrant's directors,  officers and controlling persons in connection
with the securities being  registered,  the Registrant will,  unless in the
opinion of counsel the matter has been  settled by  controlling  precedent,
submit to a court of  appropriate  jurisdiction  the question  whether such
indemnification  by the Registrant is against public policy as expressed in
the Securities Act and will be governed by the final  adjudication  of such
issue.
<PAGE>


                                 SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, 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 New York, State of New York, on
May 17, 2002.

                                   IPC Acquisition Corp.


                                   /s/  Timothy Whelan
                                   ----------------------------------------
                                   By:  Timothy Whelan
                                        Chief Financial Officer


                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of the Registrant do
hereby constitute and appoint John McSherry and Timothy Whelan, and
each of them, the lawful attorneys-in-fact and agents of each of them with
full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable the
Registrant to comply with the Securities Act and any rules or regulations
or requirements of the SEC in connection with this Registration Statement.
Without limiting the generality of the foregoing power and authority, the
powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to (i)
this Registration Statement, (ii) any and all amendments and supplements to
this Registration Statement and (iii) any and all instruments or documents
filed as part of or in conjunction with this Registration Statement (and
any amendments or supplements thereto). Each of the undersigned hereby
ratifies and confirms all that said attorneys and agents, or any one of
them, shall do or cause to be done by virtue hereof. This Power of Attorney
may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>

             SIGNATURE                                     TITLE                                    DATE
-----------------------------------  -------------------------------------------  ----------------------------------
<S>                                  <C>                                                         <C>

/s/ Greg Kenepp                      President and Director                                      May 17, 2002
-----------------------------------  (principal executive officer)
            Greg Kenepp


/s/ Timothy Whelan                   Chief Financial Officer                                     May 17, 2002
-----------------------------------  (principal financial officer and principal
          Timothy Whelan             accounting officer)


/s/ Lance Boxer                      Director                                                    May 17, 2002
-----------------------------------
            Lance Boxer


/s/ Jack Daly                        Director                                                    May 17, 2002
-----------------------------------
             Jack Daly


/s/ Robert Gheewalla                 Director                                                    May 17, 2002
-----------------------------------
         Robert Gheewalla


/s/ Joseph Gleberman                 Chairman of the Board                                       May 17, 2002
-----------------------------------
         Joseph Gleberman


                                     Director
-----------------------------------
           Eric Schwartz
</TABLE>



<PAGE>


                             INDEX TO EXHIBITS

EXHIBIT NO.                        DESCRIPTION OF EXHIBIT
-----------                        ----------------------

4.1                                Amended  and  Restated   Certificate  of
                                   Incorporation    of    the    Registrant
                                   (incorporated  by  reference  to Exhibit
                                   3.1  to  the  Registrant's  Registration
                                   Statement   on  Form   S-4   (File   No.
                                   333-82540) (the "Form S-4"))

4.2                                Amended  and  Restated   Bylaws  of  the
                                   Registrant (incorporated by reference to
                                   Exhibit   3.2   to   the   Form S-4

4.3                                IPC   Acquisition   Corp.  Key  Employee
                                   Equity Investment Plan  (incorporated by
                                   reference   to   Exhibit   10.8  to  the
                                   Form S-4

4.4                                IPC Acquisition  Corp. 2002 Stock Option
                                   Plan   (incorporated   by  reference  to
                                   Exhibit   10.7   to   the   Form S-4

5.1*                               Opinion of Fried, Frank, Harris, Shriver
                                   & Jacobson

23.1*                              Consent of Fried, Frank, Harris, Shriver
                                   & Jacobson (included in Exhibit 5.1)

23.2*                              Consent of Ernst & Young LLP, Independent
                                   Auditors

23.3*                              Consent   of    Arthur    Andersen   LLP,
                                   Independent Public Accountants

24*                                Power  of  Attorney   (included  in  the
                                   signature  pages  of  this  Registration
                                   Statement)

--------------------
*     Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "jbforms8_ipc.txt", "secsgml_size_bytes": 22229}]
{"company-data": {"conformed-name": "IPC ACQUISITION CORP", "cik": "0001166720", "assigned-sic": "3661"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88700", "film-number": "02658349"}, "business-address": {"street1": "88 PINE ST.", "city": "NEW YORK", "state": "NY", "zip": "10005", "phone": "2128259060"}, "mail-address": {"street1": "88 PINE ST", "city": "NEW YORK", "state": "NY", "zip": "10005"}}
As filed with the Securities and Exchange Commission on May 21, 2002
                                                 Registration No.  333-________
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                           IPC ACQUISITION CORP.
           (Exact name of registrant as specified in its charter)
          DELAWARE                                           74-3022102
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                           Identification Number)
                                 88 PINE STREET
                           New York, New York 10005
                      (Address of registrant's principal
                              executive offices)

                IPC ACQUISITION CORP. 2002 STOCK OPTION PLAN
         IPC ACQUISITION CORP. KEY EMPLOYEE EQUITY INVESTMENT PLAN
                         (Full title of the plans)
TIMOTHY WHELAN
                           IPC ACQUISITION CORP.
                               88 PINE STREET
                          NEW YORK, NEW YORK 10005
                               (212) 858-7900
         (Name, address, and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE

=========================================================================================================================
                                                                    Proposed       Proposed Maximum
             Title of Securities                Amount to be        Maximum           Aggregate          Amount of
              to be Registered                 Registered (FN1)    Offering Price     Offering Price    Registration Fee
                                                                 Per Share (FN2)
---------------------------------------------- ---------------- ----------------- ----------------- ---------------------
Common stock, par value $0.01 per share           1,000,000          $10.00         $10,000,000             $920
                                                   shares
---------------------------------------------- ---------------- ----------------- ----------------- ---------------------
----------
(1)  Includes an indeterminate number of shares of common stock, par value $0.01
     per share, of IPC Acquisition Corp. (the "Common Stock") that may be issued
     in the event of stock splits, stock dividends or similar transactions in
     accordance with Rule 416 of the Securities Act of 1933, as amended (the
     "Securities Act"). This Registration Statement registers 100,000 shares of
     Common Stock that may be issued under the IPC Acquisition Corp. Key
     Employee Equity Investment Plan and 900,000 shares of Common Stock that may
     be issued under the IPC Acquisition Corp. 2002 Stock Option Plan.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act.
PART I
                              EXPLANATORY NOTE

     This Form S-8  Registration  Statement  relates to  100,000  shares of
common stock of IPC Acquisition Corp. (the  "Registrant"),  par value $0.01
per  share  (the  "Common  Stock"),  that  may  be  issued  under  the  IPC
Acquisition  Corp. Key Employee  Equity  Investment  Plan (the  "Investment
Plan") and 900,000  shares of Common Stock that may be issued under the IPC
Acquisition Corp. 2002 Stock Option Plan (the "Option Plan").

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement will be delivered to participants in the Investment
Plan and  recipients  of awards  under the Option Plan as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "Securities  Act"). These
documents are not required to be filed with the SEC but  constitute  (along
with  the  documents  incorporated  by  reference  into  this  Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The Registrant's prospectuses filed with the SEC pursuant to Rule 424(b) on
May 16, 2002 (File No.  333-82540)  are  incorporated  by reference in this
Registration Statement.

     All documents  filed  subsequent to the date hereof by the  Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934,  as amended  (the  "Exchange  Act"),  prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which  deregisters all securities then remaining  unsold,
shall be deemed to be  incorporated  herein by  reference  and to be a part
hereof from the date of the filing  (such  documents  and the  document set
forth above being hereinafter referred to as "Incorporated Documents"). Any
statement  contained  herein or in an  Incorporated  Document  deemed to be
incorporated  by  reference  herein  shall  be  deemed  to be  modified  or
superseded  for  purposes  hereof to the extent that a statement  contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement.  Any such statement as so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a
part hereof.

     ITEM 4.  DESCRIPTION OF SECURITIES

     General.  The Amended and Restated Certificate of Incorporation of the
Registrant (the "Certificate of Incorporation")  authorizes the issuance of
25,000,000  shares of Common Stock.  The  Investment  Plan provides for the
issuance of up to 100,000 shares of Common Stock.  The Option Plan provides
for the issuance of up to 900,000 shares of Common Stock.

     Voting  Rights.  Holders of shares of Common Stock will be entitled to
one vote per share on all  matters  to be voted on by  stockholders  of the
Registrant.  Holders  of shares of Common  Stock  will not have  cumulative
voting rights.

     Dividends.  Holders  of shares of Common  Stock  will be  entitled  to
receive  ratably  such  dividends,  if any, as are declared by the board of
directors  of the  Registrant  out  of  funds  legally  available  for  the
declaration of dividends.

     Liquidation.  In the event of the liquidation,  dissolution or winding
up of the Registrant, holders of shares of Common Stock will be entitled to
share  pro  rata  in the  distribution  of all of the  Registrant's  assets
available for  distribution  after  satisfaction of all of the Registrant's
liabilities and all rights of holders of securities senior for this purpose
to the Common Stock.

     Other  Provisions.  Holders  of shares of  Common  Stock  will have no
preemptive or other subscription rights to purchase shares of Common Stock,
and there will be no conversion  rights,  redemption rights or sinking fund
provisions.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As  permitted  by  Delaware  law,  the  Certificate  of  Incorporation
provides that no director will be  personally  liable to the  Registrant or
the Registrant's  stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability:

     o    for any  breach  of  duty of  loyalty  to the  Registrant  or the
          Registrant's stockholders;

     o    for  acts  or  omissions  not  in  good  faith  or  that  involve
          intentional misconduct or a knowing violation of law;

     o    for unlawful  payment of dividends or unlawful stock  repurchases
          or  redemptions   under  Section  174  of  the  Delaware  General
          Corporation Law; or

     o    for any transaction  from which such director derived an improper
          personal benefit.

The  Certificate  of  Incorporation  also  provides that if Delaware law is
amended  to  permit  further  elimination  or  limitation  of the  personal
liability of directors,  then the liability of a director of the Registrant
will be eliminated or limited to the fullest  extent  permitted by Delaware
law.

     In addition,  the Amended and Restated  Bylaws of the Registrant  (the
"Bylaws") provide that:

     o    the  Registrant  is  required  to  indemnify  its  directors  and
          officers to the fullest extent permitted by Delaware law, subject
          to specified exceptions;

     o    the  Registrant  may indemnify its other  employees and agents to
          the extent that it indemnifies its officers and directors, unless
          otherwise  prohibited by law, the  Certificate of  Incorporation,
          the Bylaws or other agreements;

     o    the  Registrant  may  be  required  to  advance  expenses  to its
          directors and executive  officers as incurred in connection  with
          legal proceedings against them for which they may be indemnified;
          and

     o    the rights conferred in the Bylaws are not exclusive.

     The Registrant has purchased  insurance on behalf of its directors and
officers  against  various  liabilities  that may be asserted  against,  or
incurred by, such persons in their  capacities  as directors or officers of
the  Registrant,  or that may arise out of their  status  as  directors  or
officers of the Registrant.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

     ITEM 8.  EXHIBITS

EXHIBIT NO.                         DESCRIPTION OF EXHIBIT
-----------                         ----------------------

4.1                                Amended  and  Restated   Certificate  of
                                   Incorporation    of    the    Registrant
                                   (incorporated  by  reference  to Exhibit
                                   3.1  to  the  Registrant's  Registration
                                   Statement   on  Form   S-4   (File   No.
                                   333-82540) (the "Form S-4"))

4.2                                Amended  and  Restated   Bylaws  of  the
                                   Registrant (incorporated by reference to
                                   Exhibit   3.2   to   the   Form S-4

4.3                                IPC   Acquisition   Corp.  Key  Employee
                                   Equity Investment Plan  (incorporated by
                                   reference   to   Exhibit   10.8  to  the
                                   Form S-4

4.4                                IPC Acquisition  Corp. 2002 Stock Option
                                   Plan   (incorporated   by  reference  to
                                   Exhibit   10.7   to   the   Form S-4

5.1*                               Opinion of Fried, Frank, Harris, Shriver
                                   & Jacobson

23.1*                              Consent of Fried, Frank, Harris, Shriver
                                   & Jacobson (included in Exhibit 5.1)

23.2*                              Consent of Ernst & Young LLP, Independent
                                   Auditors

23.3*                              Consent   of    Arthur    Andersen   LLP,
                                   Independent Public Accountants

24*                                Power  of  Attorney   (included  in  the
                                   signature  pages  of  this  Registration
                                   Statement)

--------------------
*     Filed herewith.

     ITEM 9.  UNDERTAKINGS

     The Registrant hereby undertakes:

          (a) 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 this  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 this Registration Statement;

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously  disclosed  in  this
          Registration Statement or any material change to such information
          in this Registration Statement;

     provided,  however,  that  paragraphs (i) and (ii) do not apply if 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 SEC by the  Registrant  pursuant  to  Section  13 or
     Section 15(d) of the Exchange Act that are  incorporated  by reference
     in this Registration Statement.

          (b) That, for the purpose of determining  any liability under the
     Securities Act, 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.

          (c) 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.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Registrant's annual report pursuant
     to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
     incorporated  by reference  in this  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  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise,  the Registrant has been advised
that in the  opinion  of the SEC 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
any of the Registrant's directors,  officers and controlling persons in the
successful defense of any action, suit or proceeding) is asserted by any of
the Registrant's directors,  officers and controlling persons in connection
with the securities being  registered,  the Registrant will,  unless in the
opinion of counsel the matter has been  settled by  controlling  precedent,
submit to a court of  appropriate  jurisdiction  the question  whether such
indemnification  by the Registrant is against public policy as expressed in
the Securities Act and will be governed by the final  adjudication  of such
issue.
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, 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 New York, State of New York, on
May 17, 2002.

                                   IPC Acquisition Corp.

                                   /s/  Timothy Whelan
                                   ----------------------------------------
                                   By:  Timothy Whelan
                                        Chief Financial Officer

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of the Registrant do
hereby constitute and appoint John McSherry and Timothy Whelan, and
each of them, the lawful attorneys-in-fact and agents of each of them with
full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable the
Registrant to comply with the Securities Act and any rules or regulations
or requirements of the SEC in connection with this Registration Statement.
Without limiting the generality of the foregoing power and authority, the
powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to (i)
this Registration Statement, (ii) any and all amendments and supplements to
this Registration Statement and (iii) any and all instruments or documents
filed as part of or in conjunction with this Registration Statement (and
any amendments or supplements thereto). Each of the undersigned hereby
ratifies and confirms all that said attorneys and agents, or any one of
them, shall do or cause to be done by virtue hereof. This Power of Attorney
may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
SIGNATURE                                     TITLE                                    DATE
-----------------------------------  -------------------------------------------  ----------------------------------
/s/ Greg Kenepp                      President and Director                                      May 17, 2002
-----------------------------------  (principal executive officer)
            Greg Kenepp

/s/ Timothy Whelan                   Chief Financial Officer                                     May 17, 2002
-----------------------------------  (principal financial officer and principal
          Timothy Whelan             accounting officer)

/s/ Lance Boxer                      Director                                                    May 17, 2002
-----------------------------------
            Lance Boxer

/s/ Jack Daly                        Director                                                    May 17, 2002
-----------------------------------
             Jack Daly

/s/ Robert Gheewalla                 Director                                                    May 17, 2002
-----------------------------------
         Robert Gheewalla

/s/ Joseph Gleberman                 Chairman of the Board                                       May 17, 2002
-----------------------------------
         Joseph Gleberman

                                     Director
-----------------------------------
           Eric Schwartz
INDEX TO EXHIBITS

EXHIBIT NO.                        DESCRIPTION OF EXHIBIT
-----------                        ----------------------

4.1                                Amended  and  Restated   Certificate  of
                                   Incorporation    of    the    Registrant
                                   (incorporated  by  reference  to Exhibit
                                   3.1  to  the  Registrant's  Registration
                                   Statement   on  Form   S-4   (File   No.
                                   333-82540) (the "Form S-4"))

4.2                                Amended  and  Restated   Bylaws  of  the
                                   Registrant (incorporated by reference to
                                   Exhibit   3.2   to   the   Form S-4

4.3                                IPC   Acquisition   Corp.  Key  Employee
                                   Equity Investment Plan  (incorporated by
                                   reference   to   Exhibit   10.8  to  the
                                   Form S-4

4.4                                IPC Acquisition  Corp. 2002 Stock Option
                                   Plan   (incorporated   by  reference  to
                                   Exhibit   10.7   to   the   Form S-4

5.1*                               Opinion of Fried, Frank, Harris, Shriver
                                   & Jacobson

23.1*                              Consent of Fried, Frank, Harris, Shriver
                                   & Jacobson (included in Exhibit 5.1)

23.2*                              Consent of Ernst & Young LLP, Independent
                                   Auditors

23.3*                              Consent   of    Arthur    Andersen   LLP,
                                   Independent Public Accountants

24*                                Power  of  Attorney   (included  in  the
                                   signature  pages  of  this  Registration
                                   Statement)

--------------------
*     Filed herewith.