<Page>
      As filed with the Securities and Exchange Commission on October 3, 2001

                                                     Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             ---------------------

                     COMMUNICATION INTELLIGENCE CORPORATION

             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                             <C>
                          DELAWARE
      (State or other jurisdiction of incorporation or                       94-2790442
                       organization)                            (I.R.S. Employer Identification No.)
               275 SHORELINE DRIVE, SUITE 500
                 REDWOOD SHORES, CALIFORNIA                                    94065
          (Address of Principal Executive Offices)                           (Zip Code)
</Table>

                            ------------------------

                         AMENDED 1999 STOCK OPTION PLAN
                            (Full title of the plan)

                            ------------------------

            GUIDO DIGREGORIO, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     COMMUNICATION INTELLIGENCE CORPORATION
                         275 SHORELINE DRIVE, SUITE 500
                        REDWOOD SHORES, CALIFORNIA 94065
                    (Name and address of agent for service)
                                 (650) 802-7888
         (Telephone number, including area code, of agent for service)

                            ------------------------

                                WITH COPIES TO:
                            JONATHAN J. RUSSO, ESQ.
                             BAER MARKS & UPHAM LLP
                                805 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 702-5700

                            ------------------------

                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
                                                      PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE        AMOUNT TO BE        OFFERING PRICE      PROPOSED MAXIMUM         AMOUNT OF
          REGISTERED               REGISTERED(1)        PER SHARE(2)       OFFERING PRICE(2)    REGISTRATION FEE
<S>                             <C>                  <C>                  <C>                  <C>
Common stock, par value $0.01
  per share...................       1,000,000              $0.69              $690,000              $173.00
</Table>

(1) Represents 1,000,000 shares of common stock issued or issuable pursuant to
    options granted or to be granted under the Company's 1999 Stock Option Plan,
    as amended.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the
    basis of $0.69 per share, the average of the high and low prices of the
    common stock on the Nasdaq SmallCap Market on September 28, 2001.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<Page>
                     REGISTRATION OF ADDITIONAL SECURITIES

    We have prepared this registration statement pursuant to General Instruction
E to the Form S-8 Registration Statement pursuant to the Securities Act of 1933,
as amended, in connection with the registration of an additional 1,000,000
shares of our common stock, par value $.01 per share, issuable under our 1999
Stock Option Plan, as amended (the "Plan"). A total of 2,000,000 shares of our
common stock issuable under the Plan have been previously registered pursuant to
our Registration Statement on Form S-8 (File No. 333-49396), filed with the
Securities and Exchange Commission on November 6, 2000 and the information
contained in Part II therein is hereby incorporated herein by reference. By
reason of the registration of the additional 1,000,000 shares of common stock
hereby, a total of 3,000,000 shares of our common stock issuable under the Plan
will be registered.

                                EXPLANATORY NOTE

    The Form S-8 portion of this Registration Statement and the Registration
Statement incorporated herein by reference will be used for offers of shares of
our common stock pursuant to the Plan. The Prospectus filed as a part of this
Registration Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and will be used for reofferings or resales of shares of our
common stock that are deemed to be control securities, which have been acquired
or will be acquired by control persons, pursuant to the employee benefit plans,
or restricted securities. The Prospectus filed as part of this Registration
Statement is intended to supersede and replace the Prospectus filed as part of
our Registration Statement on Form S-8 (File No. 333-49396), filed with the
Securities and Exchange Commission on November 6, 2000.

                                       i
<Page>
PROSPECTUS

                                4,246,866 SHARES

                     COMMUNICATION INTELLIGENCE CORPORATION

                                  COMMON STOCK

                               ------------------

    This Prospectus relates to the offer and sale of 4,246,866 shares of our
common stock.

    All of the shares being offered by this Prospectus, which are sometimes
referred to as the Shares, are being offered by stockholders who are called the
Selling Shareholders. The shares have been issued or are issuable pursuant to
the terms of the Company's 1994 Stock Option Plan, the 1999 Stock Option Plan,
as amended, or stock option agreements. We will not receive any proceeds from
the sale of the Shares.

    Our common stock is listed on The Nasdaq SmallCap Market under the symbol
CICI. On September 28, 2001, the closing sale price of the common stock as
reported on The Nasdaq SmallCap Market was $0.70 per share.

                            ------------------------

    THE SHARES BEING OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. PROSPECTIVE
PURCHASERS SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 5 OF
THIS PROSPECTUS.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION. NEITHER THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                            ------------------------

    The Selling Shareholders and any other person participating in the
distribution of the Shares will be subject to the applicable provisions of the
Securities Exchange Act of 1934, as amended, which is also called the Exchange
Act, as well as the rules and regulations adopted under the Exchange Act. Those
rules and regulations include Rules 101 through 104, which may limit the timing
of purchases and sales of the Shares. The Shares may be offered and sold by the
Selling Shareholders from time to time pursuant to Rule 415 under the Securities
Act of 1933, as amended, which is also called the Securities Act, in one or more
transactions on The Nasdaq Stock Market, in negotiated transactions, or in
combinations of those types of transactions. The Shares may be sold at market
prices prevailing at the time of sale, at prices related to those prevailing
market prices, or at negotiated prices. The Selling Shareholders may sell Shares
directly to purchasers or through underwriters or broker-dealers who may act as
agents or principals. Underwriters and broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Shareholders or from the purchasers of the Shares.

                The date of this Prospectus is October 3, 2001.
<Page>
                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                PAGE
                                                              --------
<S>                                                           <C>
AVAILABLE INFORMATION.......................................      2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............      3
OUR COMPANY.................................................      4
RISK FACTORS................................................      5
FORWARD-LOOKING STATEMENTS..................................      8
USE OF PROCEEDS.............................................      8
SELLING SHAREHOLDERS........................................      9
PLAN OF DISTRIBUTION........................................     10
LEGAL MATTERS...............................................     11
EXPERTS.....................................................     11
</Table>

                             AVAILABLE INFORMATION

    We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended, and are required to file periodic reports, proxy
statements and other information with the SEC. You can inspect and copy the
reports, proxy statements and other information filed by us at the public
reference facilities maintained by the SEC at 450 Fifth Street, Room 1024, N.W.,
Washington, D.C. 20549. Copies of such materials can also be obtained by mail
from the public reference facilities of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a site on the World Wide Web that contains reports, proxy and
information statements and other information regarding registrants that file
electronically. The address of such site is http://www.sec.gov.

    We have filed with the SEC registration statements on Form S-8 under the
Securities Act with respect to the shares of common stock offered by this
Prospectus. This Prospectus does not contain all the information set forth in or
annexed as exhibits to the registration statements. For further information with
respect to our company and the common stock offered by this Prospectus,
reference is made to the registration statements and to the financial
statements, schedules and exhibits filed as part such registration statements or
incorporated by reference in this Prospectus. Copies of the registration
statements, together with such financial statements, schedules and exhibits, may
be obtained from the public reference facilities of the SEC at the addresses
listed above, upon payment of the charges prescribed by the SEC. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to are not necessarily complete and, in each instance,
reference is made to the copy of such contracts or other documents, each such
statement being qualified in its entirety by such reference. Copies of such
contracts or other documents, to the extent that they are exhibits to the
registration statements, may be obtained from the public reference facilities of
the SEC, upon the payment of the charges prescribed by the SEC.

                                       2
<Page>
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    We hereby incorporate by reference into this Prospectus the following
documents which we have previously filed with the SEC pursuant to the Exchange
Act:

    1.  Our Annual Report on Form 10-K for the year ended December 31, 2000,
       filed with the Securities and Exchange Commission on April 2, 2001.

    2.  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
       filed with the Securities and Exchange Commission on May 15, 2001.

    3.  Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001,
       filed with the Securities and Exchange Commission on August 10, 2001.

    4.  Our Current Report on Form 8-K dated April 26, 2001, filed with the
       Securities and Exchange Commission on May 3, 2001.

    5.  Our Current Report on Form 8-K dated June 19, 2001, filed with the
       Securities and Exchange Commission on June 22, 2001.

    6.  Our Current Report on Form 8-K dated July 26, 2001, filed with the
       Securities and Exchange Commission on August 1, 2001.

    In addition, all documents we file pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of our common stock shall be deemed to be
incorporated in and made a part of this Prospectus by reference from the date of
filing of such documents. Any statement contained in this Prospectus or in a
document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supercedes that statement. Any statement that is
modified or superseded in this way shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

    We will provide, without charge, to each person to whom this Prospectus is
delivered, upon the written or oral request of that person, a copy of any or all
of the documents incorporated by reference, excluding the exhibits to those
documents. Requests for copies should be directed to Communication Intelligence
Corporation at 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065,
attention Secretary.

                                       3
<Page>
                                  OUR COMPANY

    We develop, market and license natural input, electronic signature,
handwriting recognition and data security technologies and products for wireless
internet information devices and for the e-commerce, document information,
corporate security and other needs of businesses and individual users. Our
software products are designed to increase the ease of use, functionality and
security of electronic devices such as smart phones, electronic organizers and
portable web browsers.

    Our natural input technology and products allow users to interact with a
computer or hand held device by using an electronic pen, either alone or in
conjunction with a keyboard. These products include Jot-Registered Trademark-
and the Handwriter-Registered Trademark- Recognition System, which are
multilingual handwriting recognition systems; INKshrINK-Registered Trademark-,
an ink compression system; QuickNotes-TM- and InkSnap-TM-, which facilitate
electronic note taking and drawing; and Word Complete-TM-, which simplifies data
entry tasks by reducing the number of letters that must be entered.

    Our business solutions products are designed to provide a cost-effective
means for securing network and device access control, and electronic form
filing. These products include InkTools-TM-, which provides electronic ink
capture and display, signature capture and verification and ink compression
within computer applications, and PenX-TM- and PenX-TM-VC, which are operating
system extensions that enable the pen input data.

    We have a four-pronged revenue generation strategy:

    - OEM LICENSING. We license our products to original equipment
      manufacturers, which are also called OEMs, such as Ericsson, Fujitsu,
      Mitsubishi and National Semiconductor, and to independent software
      vendors, which reproduce and market them in conjunction with their own
      products.

    - AFTERMARKET CONSUMER SALES. We generate consumer sales of our software
      products through our website, www.cic.com. We utilize direct mail
      programs, e-mail campaigns, pricing promotions and website enhancements to
      generate sales. We also sell our products to consumers through on-line
      resellers that include Digital River.com, Beyond.com, Handango.com,
      Downloadwarehouse.com, Egghead.com, and Palmgear.com.

    - ENTERPRISE SALES. We generate sales of our products to larger businesses
      by leveraging our electronic signature software in emerging, fast-growth
      areas such as e-commerce, document automation and corporate security
      software applications. We make these sales through direct business
      development and product sales activities in a number of
      signature-dependent, vertical markets (such as financial services,
      insurance, health care and real estate), and strategic partnerships.

    - JOINT VENTURE IN CHINA. We provide systems integration services to
      mainland Chinese governmental agencies and businesses, sell handwriting
      recognition software to end-users and vendors, and license handwriting
      recognition, electronic signature and other software for OEM sales in the
      mainland Chinese market, through our joint venture in the People's
      Republic of China.

                                       4
<Page>
                                  RISK FACTORS

    THE SHARES INVOLVE A HIGH DEGREE OF RISK. BEFORE MAKING AN INVESTMENT
DECISION, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, AS WELL AS
THE OTHER INFORMATION CONTAINED ELSEWHERE OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS.

WE HAVE A HISTORY OF LOSSES AND A SIGNIFICANT ACCUMULATED DEFICIT.

    In each year since our inception, we have incurred losses, which for some
periods were significant. For the five-year period ended December 31, 2000,
those losses aggregated approximately $30 million, and at December 31, 2000 our
accumulated deficit was approximately $73 million. We may incur additional
losses in the future, and they could be substantial.

BECAUSE OF THE EMERGING NATURE OF THE PEN-BASED COMPUTING MARKET, IT IS
UNCERTAIN WHETHER OUR PRODUCTS WILL GAIN SIGNIFICANT MARKET ACCEPTANCE.

    Our company develops, markets and licenses pen-based natural input,
electronic signature, handwriting recognition and data security technologies and
products for wireless internet information devices and for e-commerce, document
automation, corporate security and other businesses. The markets for pen-based
computing are relatively new. Because of the emerging nature of these markets we
are unable to predict whether we can sufficiently commercialize our products and
technology and obtain and retain significant market acceptance.

WE MAY NEED ADDITIONAL FINANCING AND, IF WE ARE UNABLE TO GET ADDITIONAL
FINANCING WHEN NEEDED, OUR BUSINESS WILL BE HARMED.

    At June 30, 2001, our company's working capital was approximately
$4.3 million. We believe we have adequate capital to fund current operations for
the foreseeable future. However, we may need to obtain additional financing in
order to take advantage of potential opportunities or expand our operations.
Additional funds might not be available when needed or, if they are available,
we may not be able to obtain them on favorable terms. If adequate funds are not
available to us when needed, we may be required to delay, scale back or
eliminate some or all of our marketing and development efforts or our other
operations. This would have a material adverse effect on our business, operating
results and prospects.

IF WE ARE UNABLE TO CONTINUE TO DEVELOP NEW PRODUCTS AND MAKE ENHANCEMENTS ON
OUR EXISTING PRODUCTS IN A TIMELY AND COST-EFFECTIVE MANNER, OUR BUSINESS COULD
BE HARMED.

    The markets in which our company competes are subject to rapid and
significant technological changes, the frequent introduction of new products and
product enhancements, and the development of new technologies. Our products and
underlying technologies are subject to these risks. If we are unable to develop
new products or technologies or enhance our existing products or technologies in
time to respond to market demands and technological changes, our business,
operating results and prospects could be materially and adversely affected.

OUR COMPETITORS COULD DEVELOP PRODUCTS OR TECHNOLOGIES THAT COULD MAKE OUR
PRODUCTS OR TECHNOLOGIES NON-COMPETITIVE.

    The market for our products is intensely competitive and has attracted a
number of major companies that are well established in the software industry.
Some of our competitors have substantially greater financial and other resources
than we do. Our company faces competition at a number of different levels. Some
competitors have developed or are developing complete pen-based hardware and
software systems. Others have focused on different elements of those systems,
such as character recognition technology, pen-based operating systems and
environments, and pen-based

                                       5
<Page>
applications. Some of our competitors could develop products or technologies
that are more effective, easier to use or less expensive than ours, such as
voice recognition. This could make our products and technologies obsolete or
non-competitive.

WE ARE DEPENDENT ON OUR DISTRIBUTORS AND STRATEGIC RELATIONSHIPS AND THE LOSS OF
ONE OR MORE OF THEM COULD HARM OUR BUSINESS.

    Our company's ability to continue to commercialize its products and achieve
significant market acceptance depends in large part on our ability to continue
to develop licensing, marketing and other strategic relationships. Our strategic
partners generally do not have contractual commitments with us, and any one or
more of them could terminate their relationships with us. If this happens, or if
we are unable to establish additional strategic relationships, our business,
operating results and prospects would be materially adversely affected.

IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, THIRD PARTIES
MAY BE ABLE TO USE OUR TECHNOLOGY, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO
COMPETE IN THE MARKET.

    We rely on a combination of patents, copyrights, trademarks, trade secrets
and contractual provisions to protect our proprietary rights in our products and
technologies. These protections might not be adequate. Moreover, our competitors
might independently develop technologies that are substantially equivalent or
superior to ours. The laws of some of the countries in which our products are
licensed do not protect those products and our intellectual property rights to
the same extent as the laws of the United States. Also, because of the rapid
evolution of technology and uncertainties in intellectual property law in the
United States and internationally, our current and future products and
technologies could be subject to infringement claims by others. We may be
required to take legal action to protect or defend our proprietary rights.

    A substantial portion of our technology and know-how are trade secrets and
are not protected by patent, trademark or copyright laws. We require our
employees and contractors to execute written agreements that seek to protect our
proprietary information. We also have a policy of requiring prospective business
partners to enter into non-disclosure agreements before any of our proprietary
information is revealed to them. However, the measures taken by us to protect
our technology, products and other proprietary rights might not adequately
protect us against improper use.

LITIGATION OR THIRD-PARTY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT COULD
REQUIRE US TO SPEND SUBSTANTIAL TIME AND MONEY AND ADVERSELY AFFECT OUR ABILITY
TO DEVELOP AND COMMERCIALIZE PRODUCTS.

    If we are required to defend against lawsuits brought by third parties, or
if we sue to protect our proprietary rights, we may be required to pay
substantial litigation costs, and our management and technical personnel's
attention may be diverted from operating our business. If the result of any
litigation is adverse to us, we may be required to expend significant resources
to develop non-infringing technology or obtain licenses from third parties. If
we are not successful in those efforts or if we are required to pay any
substantial litigation costs, our business would be materially and adversely
affected.

THERE ARE RISKS ASSOCIATED WITH OUR JOINT VENTURE IN THE PEOPLE'S REPUBLIC OF
CHINA.

    Our company owns 90% of Communication Intelligence Computer
Corporation, Ltd., which is a joint venture between the Company and the
Information Industries Bureau of Jiangsu Province, a provincial agency of the
People's Republic of China. Our investment in the joint venture is subject to
the risks of doing business in China, including fluctuations in the value of
currencies, export duties, import controls and trade barriers (such as quotas),
restrictions on the transfer of funds, longer payment cycles, greater difficulty
in accounts receivable collections, burdens of complying with foreign

                                       6
<Page>
laws and political and economic instability. Any of these risks or other risks
arising from doing business outside the United States can have a material
adverse effect on our company.

A SIGNIFICANT PORTION OF OUR SALES ARE DERIVED FROM A LIMITED NUMBER OF
CUSTOMERS, AND OUR BUSINESS MAY BE HARMED IF WE LOST ANY OF THESE CUSTOMERS.

    Our revenues historically have been derived from a limited number of
customers. Therefore, the success of our business depends on our ability to
obtain customers and maintain satisfactory relationships with them in the
future. We may not be able to continue to maintain satisfactory relationships
with our customers in the future. Three customers accounted for 16%, 6% and 5%,
respectively, of our revenues in 2000. One customer accounted for approximately
27% of our revenues in 1999. The loss of any significant customer or other
revenue source would have a material adverse effect on our revenues and
profitability.

IF WE LOSE OUR KEY PERSONNEL OR ARE UNABLE TO ATTRACT AND RETAIN NEW PERSONNEL,
OUR OPERATIONS COULD BE DISRUPTED AND OUR BUSINESS WOULD BE HARMED.

    We are highly dependent on the services of our management and key personnel.
The loss of the services of one or more of our executive officers or other key
persons could have a material adverse effect on the Company. We do not have
employment agreements with our executive officers or key personnel. Any one of
them may resign at any time and might organize a competitive business. Our
success also depends on our ability to attract and retain additional highly
skilled personnel. The competition for qualified personnel in the computer
industry is intense, and we might not be successful in attracting, retaining and
replacing personnel. Failing to attract and retain technical personnel could
adversely affect our research and development. Failing to attract and retain
management and other key personnel could adversely affect our sales and
marketing programs as well as the achievement of our goals.

THE MARKET PRICE OF OUR STOCK CAN BE VOLATILE, WHICH COULD RESULT IN LOSSES FOR
INVESTORS.

    Our common stock is listed on The Nasdaq SmallCap Market. Stock prices of
technology companies in recent years have experienced significant volatility,
including price fluctuations that are unrelated or not proportional to the
operating performance of these companies. The market price of our common stock
has been and could be subject to significant fluctuations as a result of
variations in our operating results, announcements of technological innovations
or new products by us or our competitors, announcements of new strategic
relationships by us or our competitors, general conditions in the technology
industry or market conditions unrelated to our business and operating results.

                                       7
<Page>
                           FORWARD-LOOKING STATEMENTS

    Certain statements contained in this registration statement, including
without limitation, statements containing the words "believes," "anticipates,"
"hopes," "intends," "expects," and other words of similar import, constitute
"forward looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve known and unknown risks,
uncertainties and other factors which may cause actual events to differ
materially from expectations. Such factors include the following:

    - technological, engineering, quality control or other circumstances which
      could delay the sale or shipment of products;

    - economic, business, market and competitive conditions in the software
      industry and technological innovations which could affect our business;

    - our ability to protect our trade secrets or other proprietary rights,
      operate without infringing upon the proprietary rights of others or
      prevent others from infringing on our proprietary rights; and

    - general economic and business conditions and the availability of
      sufficient financing.

                                USE OF PROCEEDS

    All of the shares of common stock are being offered by the Selling
Shareholders. We will not receive any proceeds from the sale of the shares by
the Selling Shareholders.

                                       8
<Page>
                              SELLING SHAREHOLDERS

    The shares of common stock offered under this Prospectus were issued or are
to be issued to the Selling Shareholders in connection with the exercise of
stock options granted or to be granted to such persons pursuant to our 1994
Stock Option Plan, 1999 Stock Option Plan or options granted to these persons
pursuant to non-qualified stock option agreements. The shares offered by this
Prospectus may be offered from time to time by the Selling Shareholders named
below or their nominees. The Selling Shareholders are under no obligation to
sell all or any portion of the shares pursuant to this Prospectus.

    The following table sets forth certain information concerning the Selling
Shareholders as of the date of this Prospectus, and assumes all of the common
stock offered hereby is sold:

<Table>
<Caption>
                                                    NUMBER OF SHARES OF   NUMBER OF SHARES OF
                                                       COMMON STOCK          COMMON STOCK
                                                      OWNED PRIOR TO        OFFERED IN THIS
NAME OF SELLING SHAREHOLDER                              OFFERING              OFFERING
---------------------------                         -------------------   -------------------
<S>                                                 <C>                   <C>
Guido DiGregorio (1)(7)...........................       1,550,060             1,700,000
Louis Panetta (2)(7)..............................          54,696                78,125
Philip S. Sassower (3)(7).........................       3,921,494             1,752,000
Jeffrey Steiner (4)(7)............................         102,696               116,188
C.B. Sung (5)(7)..................................         443,123               456,610
Francis V. Dane (6)...............................         125,502               143,943
</Table>

------------------------

*   Represents less than 1%.

(1) All of such 1,700,000 shares are issuable upon the exercise of stock options
    granted to Mr. DiGregorio. Options to purchase 1,550,060 shares are
    exercisable within 60 days of October 3, 2001.

(2) All of such 78,125 shares are issuable upon the exercise of stock options
    granted to Mr. Panetta. Options to purchase 54,696 shares are exercisable
    within 60 days of October 3, 2001.

(3) The number of shares shown above as being beneficially owned by Mr. Philip
    S. Sassower includes: 308,001 shares held by Mr. Sassower; 1,813,601 shares
    of common stock held by the Philip S. Sassower 1996 Charitable Remainder
    Annuity Trust, of which Mr. Sassower and his wife are co-trustees; 1,500,000
    shares issuable upon the conversion of a convertible note held by the Philip
    S. Sassower 1996 Charitable Remainder Annuity Trust; and 299,892 shares of
    common stock held by Phoenix Enterprises LLC, in which Mr. Sassower is the
    sole member. The number of shares shown above does not include 809,275
    shares of common stock held by Phoenix Enterprises Family Fund LLC, of which
    Mr. Sassower is the managing member. Mr. Sassower disclaims beneficial
    ownership of the shares held by the Phoenix Enterprises Family Fund LLC.

(4) All of such 116,188 shares are issuable upon the exercise of stock options
    granted to Mr. Steiner. Options to purchase 102,696 shares are exercisable
    within 60 days of October 3, 2001.

(5) 236,190 of such 456,610 shares are issuable upon the exercise of stock
    options granted to Mr. Sung. The number of shares shown above as being
    beneficially owned by Mr. Sung includes: 222,703 shares issuable upon the
    exercise of stock options exercisable within 60 days of October 3, 2001;
    217,051 shares held by the Sung Family Trust, of which Mr. Sung is a
    trustee; and 3,369 shares held by the Sung-Kwok Foundation, of which
    Mr. Sung is the Chairman. Mr. Sung may be deemed to beneficially own the
    shares held by the Sung Family Trust and the Sung-Kwok Foundation.

(6) Mr. Dane is Chief Legal Officer and acting Chief Financial Officer of the
    company. All of such 143,943 shares are issuable upon the exercise of stock
    options granted to Mr. Dane. Options to purchase 125,290 shares are
    exercisable within 60 days of October 3, 2001.

(7) Messrs. DiGregorio, Panetta, Sassower, Steiner and Sung are directors of the
    company.

                                       9
<Page>
                              PLAN OF DISTRIBUTION

    The Selling Shareholders may, from time to time, sell all or a portion of
the shares as follows:

    - at prices and at terms then prevailing in the market;

    - at prices related to the then current market price; or

    - in negotiated transactions.

    The shares may be sold by the Selling Shareholders in one or more of the
following ways, or others:

    - block trades in which the broker or dealer so engaged will attempt to sell
      the shares as agent but may position and resell a portion of the block as
      principal to facilitate the transaction;

    - purchases by a broker or dealer as principal and resale by the broker or
      dealer for its account pursuant to this Prospectus;

    - on a stock exchange in accordance with the rules of the particular
      exchange;

    - ordinary brokerage transactions and transactions in which the broker
      solicits purchasers;

    - privately negotiated transactions; or

    - a combination of any of these methods of sale.

    In effecting sales, brokers and dealers engaged by the Selling Shareholders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from the Selling Shareholders, or, if any
broker-dealer acts as agent for the purchaser of the shares, from the purchaser,
in amounts to be negotiated which are not expected to exceed those customary in
the types of transactions involved. Broker-dealers may agree with the Selling
Shareholders to sell a specified number of the shares at a stipulated price per
share, and, to the extent the broker-dealer is unable to do so acting as agent
for the Selling Shareholders, to purchase as principal any unsold shares at the
price required to fulfill the broker-dealer commitment to the Selling
Shareholders. Broker-dealers who acquire shares as principal may subsequently
resell the shares from time to time in the following transactions:

    - transactions, which may involve block transactions and sales to and
      through other broker-dealers, in the over-the-counter market or otherwise
      at prices and on terms then prevailing at the time of sale;

    - in negotiated transactions; or

    - at prices related to the then-current market price.

    In connection with these resales, the broker-dealer may pay to or receive
from the purchasers of the shares commissions as described above.

    The Selling Shareholders and any broker-dealers or agents that participate
with the Selling Shareholders in sales of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with any
sales. In the event of a sale, any commissions received by the broker-dealers or
agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act. In
addition, Regulation M under the Securities Exchange Act of 1934, as amended,
may apply in connection with the Selling Shareholders' sales of their shares.

    We will pay all fees and expenses incident to the registration of the
shares. The Selling Shareholders will pay all commissions and discounts, if any,
attributable to the sales of the shares.

                                       10
<Page>
    We will file a supplement to this Prospectus, if required, upon being
notified in writing by the Selling Shareholders that any material arrangement
has been entered into for the sale of the shares though a block trade, or as
otherwise may be required.

    The Selling Shareholders may in the future also sell the shares in
accordance with Rule 144 under the Securities Act rather than pursuant to this
Prospectus.

    There can be no assurance that the Selling Shareholders will sell any or all
of the shares of common stock offered by them hereunder.

                                 LEGAL MATTERS

    The validity of the shares of common stock offered hereby have been passed
upon for us by Baer Marks & Upham LLP, New York, New York.

                                    EXPERTS

    The consolidated financial statements for the fiscal years ended
December 31, 2000 and 1999, incorporated in this Prospectus by reference to our
annual report on Form 10-K for the year ended December 31, 2000, have been
incorporated in reliance on the report of Stonefield Josephson, Inc.,
independent accountants. Stonefield Josephson, Inc.'s report is based on its
authority as an expert in auditing and accounting.

    The consolidated financial statements as of December 31, 1998 and for the
year then ended incorporated in this Prospectus by reference to our annual
report on Form 10-K for the year ended December 31, 2000, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                       11
<Page>
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    We hereby incorporate by reference into this Registration Statement and into
the Prospectus relating to this Registration Statement the following documents
which we have previously filed with the SEC pursuant to the Exchange Act:

    1.  Our Annual Report on Form 10-K for the year ended December 31, 2000,
       filed with the Securities and Exchange Commission on April 2, 2001.

    2.  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
       filed with the Securities and Exchange Commission on May 15, 2001.

    3.  Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001,
       filed with the Securities and Exchange Commission on August 10, 2001.

    4.  Our Current Report on Form 8-K dated April 26, 2001, filed with the
       Securities and Exchange Commission on May 3, 2001.

    5.  Our Current Report on Form 8-K dated June 19, 2001, filed with the
       Securities and Exchange Commission on June 22, 2001.

    6.  Our Current Report on Form 8-K dated July 26, 2001, filed with the
       Securities and Exchange Commission on August 1, 2001.

    We also incorporate herein the description of our common stock by reference
to our Registration Statement on Form 8-A (File No. 019301), filed with the
Securities and Exchange Commission on November 4, 1991, as such description is
updated and superseded by our Registration Statement on Form S-3 (File
No. 333-49200), filed with the Securities and Exchange Commission on
November 22, 2000. In accordance with General Instruction E to the Form S-8
Registration Statement pursuant to the Securities Act of 1933, as amended, we
incorporate herein by reference the information contained in our Registration
Statement on Form S-8 (File No. 333-49396), filed with the Securities and
Exchange Commission on November 6, 2000.

    In addition, all documents we file pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the common stock shall be deemed to be
incorporated in and made a part of this Prospectus by reference from the date of
filing of such documents.

    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 Prospectus to the extent that a statement contained herein
or in any subsequently filed document that is also incorporated by reference
herein modifies or replaces such statement. Any statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

                                      II-1
<Page>
ITEM 8. EXHIBITS.

<Table>
<Caption>
       EXHIBIT
       NUMBER               DESCRIPTION
---------------------       -----------
<C>                         <S>
4.1.........                1999 Stock Option Plan. *

4.2.........                Amendment No. 1 to 1999 Stock Option Plan.

4.3.........                Form of Option Agreement. *

5.1.........                Opinion of Baer Marks & Upham LLP.

23.1........                Consent of Baer Marks & Upham LLP (contained in Exhibit
                            5.1).

23.2........                Consent of Stonefield Josephson, Inc., Independent
                            Accountants.

23.3........                Consent of PricewaterhouseCoopers LLP, Independent
                            Accountants.

24.1........                Power of Attorney (included on page II-3 of this
                            registration statement).
</Table>

------------------------

*   Incorporated herein by reference to our Registration Statement filed on
    Form S-8 dated November 6, 2000, File No. 333-49396.

                                      II-2
<Page>
                                   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 Redwood Shores, State of California, on the 28th day
of September, 2001.

<Table>
<S>                                                    <C>  <C>
                                                       COMMUNICATION INTELLIGENCE CORPORATION

                                                       By:  /s/ GUIDO DIGREGORIO
                                                            -----------------------------------------
                                                            Guido DiGregorio
                                                            President and Chief Executive Officer
</Table>

                               POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below constitutes and appoints Philip S. Sassower and Guido
DiGregorio or either of them, as his true and lawful attorneys-in-fact and
agents, with full powers of substitution and re-substitution, for him and in his
name, place and stead, to sign in any and all capacities any and all amendments
(including post-effective amendments) to this registration statement on
Form S-8 and to file the same, with all exhibits thereto and all other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, 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 and on the dates indicated.

<Table>
<Caption>
               SIGNATURE                                 TITLE                         DATE
               ---------                                 -----                         ----
<C>                                      <S>                                    <C>
         /s/ GUIDO DIGREGORIO            President, Chief Executive Officer,    September 28, 2001
   --------------------------------        Chief Operating Officer and
           Guido DiGregorio                Director (Principal Executive
                                           Officer)

          /s/ FRANCIS V. DANE            Chief Legal Officer and Acting Chief   September 28, 2001
   --------------------------------        Financial Officer (Principal
            Francis V. Dane                Financial and Accounting Officer)

        /s/ PHILIP S. SASSOWER           Chairman of the Board and Secretary    September 28, 2001
   --------------------------------
          Philip S. Sassower

          /s/ JEFFREY STEINER            Director                               September 28, 2001
   --------------------------------
            Jeffrey Steiner

          /s/ CHIEN-BOR SUNG             Director                               September 28, 2001
   --------------------------------
            Chien-Bor Sung

           /s/ LOUIS PANETTA             Director                               September 28, 2001
   --------------------------------
             Louis Panetta
</Table>

                                      II-3
<Page>
                                 EXHIBIT INDEX

<Table>
<Caption>
       EXHIBIT
       NUMBER           DESCRIPTION
---------------------   -----------
<C>                     <S>
4.1.........            1999 Stock Option Plan.*

4.2.........            Amendment No. 1 to 1999 Stock Option Plan.

4.3.........            Form of Option Agreement.*

5.1.........            Opinion of Baer Marks & Upham LLP.

23.1........            Consent of Baer Marks & Upham LLP (contained in Exhibit
                        5.1).

23.2........            Consent of Stonefield Josephson, Inc., Independent
                        Accountants.

23.3........            Consent of PricewaterhouseCoopers LLP, Independent
                        Accountants.

24.1........            Power of Attorney (included on page II-3 of this
                        registration statement).
</Table>

------------------------

*   Incorporated herein by reference to our Registration Statement filed on
    Form S-8 dated November 6, 2000, File No. 333-49396.

                                      II-4
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{"company-data": {"conformed-name": "COMMUNICATION INTELLIGENCE CORP", "cik": "0000727634", "assigned-sic": "3577", "irs-number": "942790442", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70838", "film-number": "1751394"}, "business-address": {"street1": "275 SHORELINE DR 6TH FL", "street2": "STE 520", "city": "REDWOOD SHORES", "state": "CA", "zip": "94065", "phone": "6508027888"}, "mail-address": {"street1": "275 SHORELINE DR", "street2": "STE 520", "city": "REDWOOD SHORES", "state": "CA", "zip": "94065"}}
As filed with the Securities and Exchange Commission on October 3, 2001

                                                     Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             ---------------------

                     COMMUNICATION INTELLIGENCE CORPORATION

             (Exact name of registrant as specified in its charter)
DELAWARE
      (State or other jurisdiction of incorporation or                       94-2790442
                       organization)                            (I.R.S. Employer Identification No.)
               275 SHORELINE DRIVE, SUITE 500
                 REDWOOD SHORES, CALIFORNIA                                    94065
          (Address of Principal Executive Offices)                           (Zip Code)
------------------------

                         AMENDED 1999 STOCK OPTION PLAN
                            (Full title of the plan)

                            ------------------------

            GUIDO DIGREGORIO, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     COMMUNICATION INTELLIGENCE CORPORATION
                         275 SHORELINE DRIVE, SUITE 500
                        REDWOOD SHORES, CALIFORNIA 94065
                    (Name and address of agent for service)
                                 (650) 802-7888
         (Telephone number, including area code, of agent for service)

                            ------------------------

                                WITH COPIES TO:
                            JONATHAN J. RUSSO, ESQ.
                             BAER MARKS & UPHAM LLP
                                805 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 702-5700

                            ------------------------

                        CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE        AMOUNT TO BE        OFFERING PRICE      PROPOSED MAXIMUM         AMOUNT OF
          REGISTERED               REGISTERED(1)        PER SHARE(2)       OFFERING PRICE(2)    REGISTRATION FEE
Common stock, par value $0.01
  per share...................       1,000,000              $0.69              $690,000              $173.00
(1) Represents 1,000,000 shares of common stock issued or issuable pursuant to
    options granted or to be granted under the Company's 1999 Stock Option Plan,
    as amended.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the
    basis of $0.69 per share, the average of the high and low prices of the
    common stock on the Nasdaq SmallCap Market on September 28, 2001.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
REGISTRATION OF ADDITIONAL SECURITIES

    We have prepared this registration statement pursuant to General Instruction
E to the Form S-8 Registration Statement pursuant to the Securities Act of 1933,
as amended, in connection with the registration of an additional 1,000,000
shares of our common stock, par value $.01 per share, issuable under our 1999
Stock Option Plan, as amended (the "Plan"). A total of 2,000,000 shares of our
common stock issuable under the Plan have been previously registered pursuant to
our Registration Statement on Form S-8 (File No. 333-49396), filed with the
Securities and Exchange Commission on November 6, 2000 and the information
contained in Part II therein is hereby incorporated herein by reference. By
reason of the registration of the additional 1,000,000 shares of common stock
hereby, a total of 3,000,000 shares of our common stock issuable under the Plan
will be registered.

                                EXPLANATORY NOTE

    The Form S-8 portion of this Registration Statement and the Registration
Statement incorporated herein by reference will be used for offers of shares of
our common stock pursuant to the Plan. The Prospectus filed as a part of this
Registration Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and will be used for reofferings or resales of shares of our
common stock that are deemed to be control securities, which have been acquired
or will be acquired by control persons, pursuant to the employee benefit plans,
or restricted securities. The Prospectus filed as part of this Registration
Statement is intended to supersede and replace the Prospectus filed as part of
our Registration Statement on Form S-8 (File No. 333-49396), filed with the
Securities and Exchange Commission on November 6, 2000.

                                       i
PROSPECTUS

                                4,246,866 SHARES

                     COMMUNICATION INTELLIGENCE CORPORATION

                                  COMMON STOCK

                               ------------------

    This Prospectus relates to the offer and sale of 4,246,866 shares of our
common stock.

    All of the shares being offered by this Prospectus, which are sometimes
referred to as the Shares, are being offered by stockholders who are called the
Selling Shareholders. The shares have been issued or are issuable pursuant to
the terms of the Company's 1994 Stock Option Plan, the 1999 Stock Option Plan,
as amended, or stock option agreements. We will not receive any proceeds from
the sale of the Shares.

    Our common stock is listed on The Nasdaq SmallCap Market under the symbol
CICI. On September 28, 2001, the closing sale price of the common stock as
reported on The Nasdaq SmallCap Market was $0.70 per share.

                            ------------------------

    THE SHARES BEING OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. PROSPECTIVE
PURCHASERS SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 5 OF
THIS PROSPECTUS.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION. NEITHER THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                            ------------------------

    The Selling Shareholders and any other person participating in the
distribution of the Shares will be subject to the applicable provisions of the
Securities Exchange Act of 1934, as amended, which is also called the Exchange
Act, as well as the rules and regulations adopted under the Exchange Act. Those
rules and regulations include Rules 101 through 104, which may limit the timing
of purchases and sales of the Shares. The Shares may be offered and sold by the
Selling Shareholders from time to time pursuant to Rule 415 under the Securities
Act of 1933, as amended, which is also called the Securities Act, in one or more
transactions on The Nasdaq Stock Market, in negotiated transactions, or in
combinations of those types of transactions. The Shares may be sold at market
prices prevailing at the time of sale, at prices related to those prevailing
market prices, or at negotiated prices. The Selling Shareholders may sell Shares
directly to purchasers or through underwriters or broker-dealers who may act as
agents or principals. Underwriters and broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Shareholders or from the purchasers of the Shares.

                The date of this Prospectus is October 3, 2001.
TABLE OF CONTENTS
PAGE
                                                              --------
AVAILABLE INFORMATION.......................................      2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............      3
OUR COMPANY.................................................      4
RISK FACTORS................................................      5
FORWARD-LOOKING STATEMENTS..................................      8
USE OF PROCEEDS.............................................      8
SELLING SHAREHOLDERS........................................      9
PLAN OF DISTRIBUTION........................................     10
LEGAL MATTERS...............................................     11
EXPERTS.....................................................     11
AVAILABLE INFORMATION

    We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended, and are required to file periodic reports, proxy
statements and other information with the SEC. You can inspect and copy the
reports, proxy statements and other information filed by us at the public
reference facilities maintained by the SEC at 450 Fifth Street, Room 1024, N.W.,
Washington, D.C. 20549. Copies of such materials can also be obtained by mail
from the public reference facilities of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a site on the World Wide Web that contains reports, proxy and
information statements and other information regarding registrants that file
electronically. The address of such site is http://www.sec.gov.

    We have filed with the SEC registration statements on Form S-8 under the
Securities Act with respect to the shares of common stock offered by this
Prospectus. This Prospectus does not contain all the information set forth in or
annexed as exhibits to the registration statements. For further information with
respect to our company and the common stock offered by this Prospectus,
reference is made to the registration statements and to the financial
statements, schedules and exhibits filed as part such registration statements or
incorporated by reference in this Prospectus. Copies of the registration
statements, together with such financial statements, schedules and exhibits, may
be obtained from the public reference facilities of the SEC at the addresses
listed above, upon payment of the charges prescribed by the SEC. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to are not necessarily complete and, in each instance,
reference is made to the copy of such contracts or other documents, each such
statement being qualified in its entirety by such reference. Copies of such
contracts or other documents, to the extent that they are exhibits to the
registration statements, may be obtained from the public reference facilities of
the SEC, upon the payment of the charges prescribed by the SEC.

                                       2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    We hereby incorporate by reference into this Prospectus the following
documents which we have previously filed with the SEC pursuant to the Exchange
Act:

    1.  Our Annual Report on Form 10-K for the year ended December 31, 2000,
       filed with the Securities and Exchange Commission on April 2, 2001.

    2.  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
       filed with the Securities and Exchange Commission on May 15, 2001.

    3.  Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001,
       filed with the Securities and Exchange Commission on August 10, 2001.

    4.  Our Current Report on Form 8-K dated April 26, 2001, filed with the
       Securities and Exchange Commission on May 3, 2001.

    5.  Our Current Report on Form 8-K dated June 19, 2001, filed with the
       Securities and Exchange Commission on June 22, 2001.

    6.  Our Current Report on Form 8-K dated July 26, 2001, filed with the
       Securities and Exchange Commission on August 1, 2001.

    In addition, all documents we file pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of our common stock shall be deemed to be
incorporated in and made a part of this Prospectus by reference from the date of
filing of such documents. Any statement contained in this Prospectus or in a
document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supercedes that statement. Any statement that is
modified or superseded in this way shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

    We will provide, without charge, to each person to whom this Prospectus is
delivered, upon the written or oral request of that person, a copy of any or all
of the documents incorporated by reference, excluding the exhibits to those
documents. Requests for copies should be directed to Communication Intelligence
Corporation at 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065,
attention Secretary.

                                       3
OUR COMPANY

    We develop, market and license natural input, electronic signature,
handwriting recognition and data security technologies and products for wireless
internet information devices and for the e-commerce, document information,
corporate security and other needs of businesses and individual users. Our
software products are designed to increase the ease of use, functionality and
security of electronic devices such as smart phones, electronic organizers and
portable web browsers.

    Our natural input technology and products allow users to interact with a
computer or hand held device by using an electronic pen, either alone or in
conjunction with a keyboard. These products include Jot-Registered Trademark-
and the Handwriter-Registered Trademark- Recognition System, which are
multilingual handwriting recognition systems; INKshrINK-Registered Trademark-,
an ink compression system; QuickNotes-TM- and InkSnap-TM-, which facilitate
electronic note taking and drawing; and Word Complete-TM-, which simplifies data
entry tasks by reducing the number of letters that must be entered.

    Our business solutions products are designed to provide a cost-effective
means for securing network and device access control, and electronic form
filing. These products include InkTools-TM-, which provides electronic ink
capture and display, signature capture and verification and ink compression
within computer applications, and PenX-TM- and PenX-TM-VC, which are operating
system extensions that enable the pen input data.

    We have a four-pronged revenue generation strategy:

    - OEM LICENSING. We license our products to original equipment
      manufacturers, which are also called OEMs, such as Ericsson, Fujitsu,
      Mitsubishi and National Semiconductor, and to independent software
      vendors, which reproduce and market them in conjunction with their own
      products.

    - AFTERMARKET CONSUMER SALES. We generate consumer sales of our software
      products through our website, www.cic.com. We utilize direct mail
      programs, e-mail campaigns, pricing promotions and website enhancements to
      generate sales. We also sell our products to consumers through on-line
      resellers that include Digital River.com, Beyond.com, Handango.com,
      Downloadwarehouse.com, Egghead.com, and Palmgear.com.

    - ENTERPRISE SALES. We generate sales of our products to larger businesses
      by leveraging our electronic signature software in emerging, fast-growth
      areas such as e-commerce, document automation and corporate security
      software applications. We make these sales through direct business
      development and product sales activities in a number of
      signature-dependent, vertical markets (such as financial services,
      insurance, health care and real estate), and strategic partnerships.

    - JOINT VENTURE IN CHINA. We provide systems integration services to
      mainland Chinese governmental agencies and businesses, sell handwriting
      recognition software to end-users and vendors, and license handwriting
      recognition, electronic signature and other software for OEM sales in the
      mainland Chinese market, through our joint venture in the People's
      Republic of China.

                                       4
RISK FACTORS

    THE SHARES INVOLVE A HIGH DEGREE OF RISK. BEFORE MAKING AN INVESTMENT
DECISION, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, AS WELL AS
THE OTHER INFORMATION CONTAINED ELSEWHERE OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS.

WE HAVE A HISTORY OF LOSSES AND A SIGNIFICANT ACCUMULATED DEFICIT.

    In each year since our inception, we have incurred losses, which for some
periods were significant. For the five-year period ended December 31, 2000,
those losses aggregated approximately $30 million, and at December 31, 2000 our
accumulated deficit was approximately $73 million. We may incur additional
losses in the future, and they could be substantial.

BECAUSE OF THE EMERGING NATURE OF THE PEN-BASED COMPUTING MARKET, IT IS
UNCERTAIN WHETHER OUR PRODUCTS WILL GAIN SIGNIFICANT MARKET ACCEPTANCE.

    Our company develops, markets and licenses pen-based natural input,
electronic signature, handwriting recognition and data security technologies and
products for wireless internet information devices and for e-commerce, document
automation, corporate security and other businesses. The markets for pen-based
computing are relatively new. Because of the emerging nature of these markets we
are unable to predict whether we can sufficiently commercialize our products and
technology and obtain and retain significant market acceptance.

WE MAY NEED ADDITIONAL FINANCING AND, IF WE ARE UNABLE TO GET ADDITIONAL
FINANCING WHEN NEEDED, OUR BUSINESS WILL BE HARMED.

    At June 30, 2001, our company's working capital was approximately
$4.3 million. We believe we have adequate capital to fund current operations for
the foreseeable future. However, we may need to obtain additional financing in
order to take advantage of potential opportunities or expand our operations.
Additional funds might not be available when needed or, if they are available,
we may not be able to obtain them on favorable terms. If adequate funds are not
available to us when needed, we may be required to delay, scale back or
eliminate some or all of our marketing and development efforts or our other
operations. This would have a material adverse effect on our business, operating
results and prospects.

IF WE ARE UNABLE TO CONTINUE TO DEVELOP NEW PRODUCTS AND MAKE ENHANCEMENTS ON
OUR EXISTING PRODUCTS IN A TIMELY AND COST-EFFECTIVE MANNER, OUR BUSINESS COULD
BE HARMED.

    The markets in which our company competes are subject to rapid and
significant technological changes, the frequent introduction of new products and
product enhancements, and the development of new technologies. Our products and
underlying technologies are subject to these risks. If we are unable to develop
new products or technologies or enhance our existing products or technologies in
time to respond to market demands and technological changes, our business,
operating results and prospects could be materially and adversely affected.

OUR COMPETITORS COULD DEVELOP PRODUCTS OR TECHNOLOGIES THAT COULD MAKE OUR
PRODUCTS OR TECHNOLOGIES NON-COMPETITIVE.

    The market for our products is intensely competitive and has attracted a
number of major companies that are well established in the software industry.
Some of our competitors have substantially greater financial and other resources
than we do. Our company faces competition at a number of different levels. Some
competitors have developed or are developing complete pen-based hardware and
software systems. Others have focused on different elements of those systems,
such as character recognition technology, pen-based operating systems and
environments, and pen-based

                                       5
applications. Some of our competitors could develop products or technologies
that are more effective, easier to use or less expensive than ours, such as
voice recognition. This could make our products and technologies obsolete or
non-competitive.

WE ARE DEPENDENT ON OUR DISTRIBUTORS AND STRATEGIC RELATIONSHIPS AND THE LOSS OF
ONE OR MORE OF THEM COULD HARM OUR BUSINESS.

    Our company's ability to continue to commercialize its products and achieve
significant market acceptance depends in large part on our ability to continue
to develop licensing, marketing and other strategic relationships. Our strategic
partners generally do not have contractual commitments with us, and any one or
more of them could terminate their relationships with us. If this happens, or if
we are unable to establish additional strategic relationships, our business,
operating results and prospects would be materially adversely affected.

IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, THIRD PARTIES
MAY BE ABLE TO USE OUR TECHNOLOGY, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO
COMPETE IN THE MARKET.

    We rely on a combination of patents, copyrights, trademarks, trade secrets
and contractual provisions to protect our proprietary rights in our products and
technologies. These protections might not be adequate. Moreover, our competitors
might independently develop technologies that are substantially equivalent or
superior to ours. The laws of some of the countries in which our products are
licensed do not protect those products and our intellectual property rights to
the same extent as the laws of the United States. Also, because of the rapid
evolution of technology and uncertainties in intellectual property law in the
United States and internationally, our current and future products and
technologies could be subject to infringement claims by others. We may be
required to take legal action to protect or defend our proprietary rights.

    A substantial portion of our technology and know-how are trade secrets and
are not protected by patent, trademark or copyright laws. We require our
employees and contractors to execute written agreements that seek to protect our
proprietary information. We also have a policy of requiring prospective business
partners to enter into non-disclosure agreements before any of our proprietary
information is revealed to them. However, the measures taken by us to protect
our technology, products and other proprietary rights might not adequately
protect us against improper use.

LITIGATION OR THIRD-PARTY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT COULD
REQUIRE US TO SPEND SUBSTANTIAL TIME AND MONEY AND ADVERSELY AFFECT OUR ABILITY
TO DEVELOP AND COMMERCIALIZE PRODUCTS.

    If we are required to defend against lawsuits brought by third parties, or
if we sue to protect our proprietary rights, we may be required to pay
substantial litigation costs, and our management and technical personnel's
attention may be diverted from operating our business. If the result of any
litigation is adverse to us, we may be required to expend significant resources
to develop non-infringing technology or obtain licenses from third parties. If
we are not successful in those efforts or if we are required to pay any
substantial litigation costs, our business would be materially and adversely
affected.

THERE ARE RISKS ASSOCIATED WITH OUR JOINT VENTURE IN THE PEOPLE'S REPUBLIC OF
CHINA.

    Our company owns 90% of Communication Intelligence Computer
Corporation, Ltd., which is a joint venture between the Company and the
Information Industries Bureau of Jiangsu Province, a provincial agency of the
People's Republic of China. Our investment in the joint venture is subject to
the risks of doing business in China, including fluctuations in the value of
currencies, export duties, import controls and trade barriers (such as quotas),
restrictions on the transfer of funds, longer payment cycles, greater difficulty
in accounts receivable collections, burdens of complying with foreign

                                       6
laws and political and economic instability. Any of these risks or other risks
arising from doing business outside the United States can have a material
adverse effect on our company.

A SIGNIFICANT PORTION OF OUR SALES ARE DERIVED FROM A LIMITED NUMBER OF
CUSTOMERS, AND OUR BUSINESS MAY BE HARMED IF WE LOST ANY OF THESE CUSTOMERS.

    Our revenues historically have been derived from a limited number of
customers. Therefore, the success of our business depends on our ability to
obtain customers and maintain satisfactory relationships with them in the
future. We may not be able to continue to maintain satisfactory relationships
with our customers in the future. Three customers accounted for 16%, 6% and 5%,
respectively, of our revenues in 2000. One customer accounted for approximately
27% of our revenues in 1999. The loss of any significant customer or other
revenue source would have a material adverse effect on our revenues and
profitability.

IF WE LOSE OUR KEY PERSONNEL OR ARE UNABLE TO ATTRACT AND RETAIN NEW PERSONNEL,
OUR OPERATIONS COULD BE DISRUPTED AND OUR BUSINESS WOULD BE HARMED.

    We are highly dependent on the services of our management and key personnel.
The loss of the services of one or more of our executive officers or other key
persons could have a material adverse effect on the Company. We do not have
employment agreements with our executive officers or key personnel. Any one of
them may resign at any time and might organize a competitive business. Our
success also depends on our ability to attract and retain additional highly
skilled personnel. The competition for qualified personnel in the computer
industry is intense, and we might not be successful in attracting, retaining and
replacing personnel. Failing to attract and retain technical personnel could
adversely affect our research and development. Failing to attract and retain
management and other key personnel could adversely affect our sales and
marketing programs as well as the achievement of our goals.

THE MARKET PRICE OF OUR STOCK CAN BE VOLATILE, WHICH COULD RESULT IN LOSSES FOR
INVESTORS.

    Our common stock is listed on The Nasdaq SmallCap Market. Stock prices of
technology companies in recent years have experienced significant volatility,
including price fluctuations that are unrelated or not proportional to the
operating performance of these companies. The market price of our common stock
has been and could be subject to significant fluctuations as a result of
variations in our operating results, announcements of technological innovations
or new products by us or our competitors, announcements of new strategic
relationships by us or our competitors, general conditions in the technology
industry or market conditions unrelated to our business and operating results.

                                       7
FORWARD-LOOKING STATEMENTS

    Certain statements contained in this registration statement, including
without limitation, statements containing the words "believes," "anticipates,"
"hopes," "intends," "expects," and other words of similar import, constitute
"forward looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve known and unknown risks,
uncertainties and other factors which may cause actual events to differ
materially from expectations. Such factors include the following:

    - technological, engineering, quality control or other circumstances which
      could delay the sale or shipment of products;

    - economic, business, market and competitive conditions in the software
      industry and technological innovations which could affect our business;

    - our ability to protect our trade secrets or other proprietary rights,
      operate without infringing upon the proprietary rights of others or
      prevent others from infringing on our proprietary rights; and

    - general economic and business conditions and the availability of
      sufficient financing.

                                USE OF PROCEEDS

    All of the shares of common stock are being offered by the Selling
Shareholders. We will not receive any proceeds from the sale of the shares by
the Selling Shareholders.

                                       8
SELLING SHAREHOLDERS

    The shares of common stock offered under this Prospectus were issued or are
to be issued to the Selling Shareholders in connection with the exercise of
stock options granted or to be granted to such persons pursuant to our 1994
Stock Option Plan, 1999 Stock Option Plan or options granted to these persons
pursuant to non-qualified stock option agreements. The shares offered by this
Prospectus may be offered from time to time by the Selling Shareholders named
below or their nominees. The Selling Shareholders are under no obligation to
sell all or any portion of the shares pursuant to this Prospectus.

    The following table sets forth certain information concerning the Selling
Shareholders as of the date of this Prospectus, and assumes all of the common
stock offered hereby is sold:
NUMBER OF SHARES OF   NUMBER OF SHARES OF
                                                       COMMON STOCK          COMMON STOCK
                                                      OWNED PRIOR TO        OFFERED IN THIS
NAME OF SELLING SHAREHOLDER                              OFFERING              OFFERING
---------------------------                         -------------------   -------------------
Guido DiGregorio (1)(7)...........................       1,550,060             1,700,000
Louis Panetta (2)(7)..............................          54,696                78,125
Philip S. Sassower (3)(7).........................       3,921,494             1,752,000
Jeffrey Steiner (4)(7)............................         102,696               116,188
C.B. Sung (5)(7)..................................         443,123               456,610
Francis V. Dane (6)...............................         125,502               143,943
------------------------

*   Represents less than 1%.

(1) All of such 1,700,000 shares are issuable upon the exercise of stock options
    granted to Mr. DiGregorio. Options to purchase 1,550,060 shares are
    exercisable within 60 days of October 3, 2001.

(2) All of such 78,125 shares are issuable upon the exercise of stock options
    granted to Mr. Panetta. Options to purchase 54,696 shares are exercisable
    within 60 days of October 3, 2001.

(3) The number of shares shown above as being beneficially owned by Mr. Philip
    S. Sassower includes: 308,001 shares held by Mr. Sassower; 1,813,601 shares
    of common stock held by the Philip S. Sassower 1996 Charitable Remainder
    Annuity Trust, of which Mr. Sassower and his wife are co-trustees; 1,500,000
    shares issuable upon the conversion of a convertible note held by the Philip
    S. Sassower 1996 Charitable Remainder Annuity Trust; and 299,892 shares of
    common stock held by Phoenix Enterprises LLC, in which Mr. Sassower is the
    sole member. The number of shares shown above does not include 809,275
    shares of common stock held by Phoenix Enterprises Family Fund LLC, of which
    Mr. Sassower is the managing member. Mr. Sassower disclaims beneficial
    ownership of the shares held by the Phoenix Enterprises Family Fund LLC.

(4) All of such 116,188 shares are issuable upon the exercise of stock options
    granted to Mr. Steiner. Options to purchase 102,696 shares are exercisable
    within 60 days of October 3, 2001.

(5) 236,190 of such 456,610 shares are issuable upon the exercise of stock
    options granted to Mr. Sung. The number of shares shown above as being
    beneficially owned by Mr. Sung includes: 222,703 shares issuable upon the
    exercise of stock options exercisable within 60 days of October 3, 2001;
    217,051 shares held by the Sung Family Trust, of which Mr. Sung is a
    trustee; and 3,369 shares held by the Sung-Kwok Foundation, of which
    Mr. Sung is the Chairman. Mr. Sung may be deemed to beneficially own the
    shares held by the Sung Family Trust and the Sung-Kwok Foundation.

(6) Mr. Dane is Chief Legal Officer and acting Chief Financial Officer of the
    company. All of such 143,943 shares are issuable upon the exercise of stock
    options granted to Mr. Dane. Options to purchase 125,290 shares are
    exercisable within 60 days of October 3, 2001.

(7) Messrs. DiGregorio, Panetta, Sassower, Steiner and Sung are directors of the
    company.

                                       9
PLAN OF DISTRIBUTION

    The Selling Shareholders may, from time to time, sell all or a portion of
the shares as follows:

    - at prices and at terms then prevailing in the market;

    - at prices related to the then current market price; or

    - in negotiated transactions.

    The shares may be sold by the Selling Shareholders in one or more of the
following ways, or others:

    - block trades in which the broker or dealer so engaged will attempt to sell
      the shares as agent but may position and resell a portion of the block as
      principal to facilitate the transaction;

    - purchases by a broker or dealer as principal and resale by the broker or
      dealer for its account pursuant to this Prospectus;

    - on a stock exchange in accordance with the rules of the particular
      exchange;

    - ordinary brokerage transactions and transactions in which the broker
      solicits purchasers;

    - privately negotiated transactions; or

    - a combination of any of these methods of sale.

    In effecting sales, brokers and dealers engaged by the Selling Shareholders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from the Selling Shareholders, or, if any
broker-dealer acts as agent for the purchaser of the shares, from the purchaser,
in amounts to be negotiated which are not expected to exceed those customary in
the types of transactions involved. Broker-dealers may agree with the Selling
Shareholders to sell a specified number of the shares at a stipulated price per
share, and, to the extent the broker-dealer is unable to do so acting as agent
for the Selling Shareholders, to purchase as principal any unsold shares at the
price required to fulfill the broker-dealer commitment to the Selling
Shareholders. Broker-dealers who acquire shares as principal may subsequently
resell the shares from time to time in the following transactions:

    - transactions, which may involve block transactions and sales to and
      through other broker-dealers, in the over-the-counter market or otherwise
      at prices and on terms then prevailing at the time of sale;

    - in negotiated transactions; or

    - at prices related to the then-current market price.

    In connection with these resales, the broker-dealer may pay to or receive
from the purchasers of the shares commissions as described above.

    The Selling Shareholders and any broker-dealers or agents that participate
with the Selling Shareholders in sales of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with any
sales. In the event of a sale, any commissions received by the broker-dealers or
agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act. In
addition, Regulation M under the Securities Exchange Act of 1934, as amended,
may apply in connection with the Selling Shareholders' sales of their shares.

    We will pay all fees and expenses incident to the registration of the
shares. The Selling Shareholders will pay all commissions and discounts, if any,
attributable to the sales of the shares.

                                       10
We will file a supplement to this Prospectus, if required, upon being
notified in writing by the Selling Shareholders that any material arrangement
has been entered into for the sale of the shares though a block trade, or as
otherwise may be required.

    The Selling Shareholders may in the future also sell the shares in
accordance with Rule 144 under the Securities Act rather than pursuant to this
Prospectus.

    There can be no assurance that the Selling Shareholders will sell any or all
of the shares of common stock offered by them hereunder.

                                 LEGAL MATTERS

    The validity of the shares of common stock offered hereby have been passed
upon for us by Baer Marks & Upham LLP, New York, New York.

                                    EXPERTS

    The consolidated financial statements for the fiscal years ended
December 31, 2000 and 1999, incorporated in this Prospectus by reference to our
annual report on Form 10-K for the year ended December 31, 2000, have been
incorporated in reliance on the report of Stonefield Josephson, Inc.,
independent accountants. Stonefield Josephson, Inc.'s report is based on its
authority as an expert in auditing and accounting.

    The consolidated financial statements as of December 31, 1998 and for the
year then ended incorporated in this Prospectus by reference to our annual
report on Form 10-K for the year ended December 31, 2000, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                       11
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    We hereby incorporate by reference into this Registration Statement and into
the Prospectus relating to this Registration Statement the following documents
which we have previously filed with the SEC pursuant to the Exchange Act:

    1.  Our Annual Report on Form 10-K for the year ended December 31, 2000,
       filed with the Securities and Exchange Commission on April 2, 2001.

    2.  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
       filed with the Securities and Exchange Commission on May 15, 2001.

    3.  Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001,
       filed with the Securities and Exchange Commission on August 10, 2001.

    4.  Our Current Report on Form 8-K dated April 26, 2001, filed with the
       Securities and Exchange Commission on May 3, 2001.

    5.  Our Current Report on Form 8-K dated June 19, 2001, filed with the
       Securities and Exchange Commission on June 22, 2001.

    6.  Our Current Report on Form 8-K dated July 26, 2001, filed with the
       Securities and Exchange Commission on August 1, 2001.

    We also incorporate herein the description of our common stock by reference
to our Registration Statement on Form 8-A (File No. 019301), filed with the
Securities and Exchange Commission on November 4, 1991, as such description is
updated and superseded by our Registration Statement on Form S-3 (File
No. 333-49200), filed with the Securities and Exchange Commission on
November 22, 2000. In accordance with General Instruction E to the Form S-8
Registration Statement pursuant to the Securities Act of 1933, as amended, we
incorporate herein by reference the information contained in our Registration
Statement on Form S-8 (File No. 333-49396), filed with the Securities and
Exchange Commission on November 6, 2000.

    In addition, all documents we file pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the common stock shall be deemed to be
incorporated in and made a part of this Prospectus by reference from the date of
filing of such documents.

    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 Prospectus to the extent that a statement contained herein
or in any subsequently filed document that is also incorporated by reference
herein modifies or replaces such statement. Any statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

                                      II-1
ITEM 8. EXHIBITS.
EXHIBIT
       NUMBER               DESCRIPTION
---------------------       -----------
4.1.........                1999 Stock Option Plan. *

4.2.........                Amendment No. 1 to 1999 Stock Option Plan.

4.3.........                Form of Option Agreement. *

5.1.........                Opinion of Baer Marks & Upham LLP.

23.1........                Consent of Baer Marks & Upham LLP (contained in Exhibit
                            5.1).

23.2........                Consent of Stonefield Josephson, Inc., Independent
                            Accountants.

23.3........                Consent of PricewaterhouseCoopers LLP, Independent
                            Accountants.

24.1........                Power of Attorney (included on page II-3 of this
                            registration statement).
------------------------

*   Incorporated herein by reference to our Registration Statement filed on
    Form S-8 dated November 6, 2000, File No. 333-49396.

                                      II-2
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 Redwood Shores, State of California, on the 28th day
of September, 2001.
COMMUNICATION INTELLIGENCE CORPORATION

                                                       By:  /s/ GUIDO DIGREGORIO
                                                            -----------------------------------------
                                                            Guido DiGregorio
                                                            President and Chief Executive Officer
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below constitutes and appoints Philip S. Sassower and Guido
DiGregorio or either of them, as his true and lawful attorneys-in-fact and
agents, with full powers of substitution and re-substitution, for him and in his
name, place and stead, to sign in any and all capacities any and all amendments
(including post-effective amendments) to this registration statement on
Form S-8 and to file the same, with all exhibits thereto and all other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, 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 and on the dates indicated.
SIGNATURE                                 TITLE                         DATE
               ---------                                 -----                         ----
/s/ GUIDO DIGREGORIO            President, Chief Executive Officer,    September 28, 2001
   --------------------------------        Chief Operating Officer and
           Guido DiGregorio                Director (Principal Executive
                                           Officer)

          /s/ FRANCIS V. DANE            Chief Legal Officer and Acting Chief   September 28, 2001
   --------------------------------        Financial Officer (Principal
            Francis V. Dane                Financial and Accounting Officer)

        /s/ PHILIP S. SASSOWER           Chairman of the Board and Secretary    September 28, 2001
   --------------------------------
          Philip S. Sassower

          /s/ JEFFREY STEINER            Director                               September 28, 2001
   --------------------------------
            Jeffrey Steiner

          /s/ CHIEN-BOR SUNG             Director                               September 28, 2001
   --------------------------------
            Chien-Bor Sung

           /s/ LOUIS PANETTA             Director                               September 28, 2001
   --------------------------------
             Louis Panetta
II-3
EXHIBIT INDEX
EXHIBIT
       NUMBER           DESCRIPTION
---------------------   -----------
4.1.........            1999 Stock Option Plan.*

4.2.........            Amendment No. 1 to 1999 Stock Option Plan.

4.3.........            Form of Option Agreement.*

5.1.........            Opinion of Baer Marks & Upham LLP.

23.1........            Consent of Baer Marks & Upham LLP (contained in Exhibit
                        5.1).

23.2........            Consent of Stonefield Josephson, Inc., Independent
                        Accountants.

23.3........            Consent of PricewaterhouseCoopers LLP, Independent
                        Accountants.

24.1........            Power of Attorney (included on page II-3 of this
                        registration statement).
------------------------

*   Incorporated herein by reference to our Registration Statement filed on
    Form S-8 dated November 6, 2000, File No. 333-49396.

                                      II-4