As filed with the Securities and Exchange Commission on January 11, 2002

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ----------------
                               ION NETWORKS, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                                      22-2413505
(State or other jurisdiction of                               I.R.S. Employer
incorporation or organization)                                dentification No.)

1551 South Washington Avenue, Piscataway, New Jersey          08854
(Address of Principal Executive Offices)                      (Zip Code)

                         KAM SAIFI EMPLOYMENT AGREEMENT

                       CAMERON SAIFI EMPLOYMENT AGREEMENT

                       DAVID ARBEITEL EMPLOYMENT AGREEMENT

                            (Full title of the plan)

                       Kam Saifi, Chief Executive Officer,
                President and Interim Principal Financial Officer
                               Ion Networks, Inc.
                          1551 South Washington Avenue
                          Piscataway, New Jersey 08854
                     (Name and address of agent for service)

                                 (732) 529-0100
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                              James Alterbaum, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE


TITLE OF EACH CLASS OF SECURITIES TO BE        AMOUNT TO             PROPOSED         PROPOSED          AMOUNT OF
REGISTERED                                     BE REGISTERED         MAXIMUM          MAXIMUM           REGISTRATION
                                                                     OFFERING PRICE   AGGREGATE         FEE
                                                                     PER SHARE        OFFERING PRICE

<S>                                                <C>                    <C>            <C>              <C>
Common Stock, $.001 par value per share            2,000,000              $0.13          $260,000          $62.14

Common Stock, $.001 par value per share              900,000              $0.31          $279,000          $66.68

                           TOTAL:                  2,900,000              $0.19          $539,000         $129.00
</TABLE>

<PAGE>
                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The  following  documents  heretofore  filed by the  Company  with the
Securities and Exchange  Commission  pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "1934 Act") are incorporated herein by reference:

          (a) The registrant's  Annual Report on Form 10-KSB for the fiscal year
ended March 31, 2001; and as amended by Form 10-KSB/A filed with the SEC on July
27, 2001;

          (b) The Company's Current Report on Form 8-K filed on June 29, 2001;

          (c) The  registrant's  Quarterly  Report on Form 10-QSB for the fiscal
quarter ended June 30, 2001 filed on August 14, 2001;

          (d) The  Company's  Quarterly  Report on Form  10-QSB  for the  fiscal
quarter ended September 30, 2001 filed on October 18, 2001;

          (e) The  Company's  Current  Report on Form 8-K filed on  October  23,
2001;

          (f) The  Company's  Current  Report on Form 8-K filed on  October  24,
2001;

          (g) The registrant's  Definitive Proxy Statement on Schedule 14A filed
on August 15, 2001;

          (h) The description of the registrant's  Common Stock contained in the
registrant's  Registration  Statement  on Form  S-18 (No.  2-93800-NY)  filed on
October 16, 1984 under the 1934 Act, including any amendment or report filed for
the purpose of updating such descriptions.

          All  documents  filed  subsequent  to the  date of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.


<PAGE>

ITEM 4.     DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section  145 of the General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the registrant,  may indemnify any person
who was or is a party,  or is threatened to be made a party,  to any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  (other than a derivative  action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  enterprise,  against expenses (including  attorneys' fees),  judgments,
fines and amounts paid in settlement  actually and  reasonably  incurred by such
person in connection  with such action,  suit or proceeding if such person acted
in good faith and in a manner  such person  reasonably  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify  any such person  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
court determines such person is fairly and reasonably  entitled to indemnity for
such expenses.

          Article Tenth of the registrant's  Certificate of Incorporation states
that the  Corporation  shall,  to the  fullest  extent  permitted  by the  DGCL,
indemnify  any and all  persons  whom it shall  have  power to  indemnify  under
Section 145 thereof  from and  against any and all of the  expenses  (including,
without limitation,  attorneys' fees and expenses), liabilities or other matters
referred to in or covered by such Section,  and the  indemnification so provided
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any by-law,  agreement,  vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another  capacity while holding the position  giving rise to the
entitlement of indemnification, and shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
the heirs, estate, executors and administrators of any such person.


<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.


ITEM 8.      EXHIBITS.

Exhibit
Number       Description
------       -----------

3.1          Certificate  of  Incorporation  of the  Company,  as filed with the
             Secretary of State of the State of Delaware on August 5, 1998.(1)

3.2          Certificate of Amendment of the  Certificate of  Incorporation,  as
             filed  with the  Secretary  of State of the  State of  Delaware  on
             December 11, 1998.(1)

3.3          Certificate of Amendment of the  Certificate of  Incorporation,  as
             filed  with the  Secretary  of State of the  State of  Delaware  on
             October 12, 1999.(2)

3.4          By-Laws of the Company. (1)

4.1(i)       Kam Saifi Employment Agreement.(3)

4.1(ii)      Cameron Saifi Employment Agreement(4)

4.1(iii)     David Arbeitel Employment Agreement(4)

5.1          Opinion of Parker Chapin LLP as to the legality of the Common Stock
             being offered.

23.1         Consent of PricewaterhouseCoopers LLP.

23.2         Consent of Parker Chapin LLP (included in Exhibit 5.1).

24.1         Powers  of  Attorney  of  certain  officers  and  directors  of the
             registrant (included in signature page).

ITEM 9. UNDERTAKINGS.

          The undersigned registrant hereby undertakes:

--------
(1)  Incorporated by reference to the Company's  registration  statement on Form
     S-8 filed on April 22, 1999.

(2)  Incorporated  by reference to the Company's Post Effective  Amendment No. 1
     to the  Company's  registration  statement on Form S-8,  filed on March 17,
     2000.

(3)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     on October 23, 2001.

(4)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     on October 24, 2001.


<PAGE>

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

             (i) To include any prospectus  required by Section  10(a)(3) of the
Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement; and

             (iii) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


<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 Town of  Piscataway,  State of New Jersey, on the 9th day of
January, 2002.


                                      ION NETWORKS, INC.


                                      By: /s/ Kam Saifi
                                         --------------------------------------
                                         Kam Saifi,  Chief Executive Officer,
                                         President and Interim Principal
                                         Financial Officer


                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below  constitutes and appoints each of Kam Saifi and Stephen M. Deixler
and each of them with power of  substitution,  as his  attorney-in-fact,  in all
capacities,  to sign any amendments to this  registration  statement  (including
post-effective amendments) and to file the same, with exhibits thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said  attorney-in-facts  or their
substitutes may 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 below by the  following  persons in the
capacities indicated on the 9th day of January, 2002.

               Signature                              Title
               ---------                              -----
/s/ Kam Saifi
---------------------------------       Director, Chief Executive Officer,
Kam Saifi                               President and Interim Principal
                                        Financial Officer

/s/ Stephen M. Deixler
---------------------------------       Chairman of the Board of Directors
Stephen M. Deixler


/s/ Baruch Halpern
---------------------------------       Director
Baruch Halpern


/s/ Alexander C. Stark
---------------------------------       Director
Alexander C. Stark



---------------------------------       Director
Martin Ritchie



---------------------------------       Director
Alan Hardie


---------------------------------       Director
Frank Russo



<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number                          Description
------                          -----------

3.1          Certificate  of  Incorporation  of the  Company,  as filed with the
             Secretary of State of the State of Delaware on August 5, 1998.(1)

3.2          Certificate of Amendment of the  Certificate of  Incorporation,  as
             filed  with the  Secretary  of State of the  State of  Delaware  on
             December 11, 1998.(1)

3.3          Certificate of Amendment of the  Certificate of  Incorporation,  as
             filed  with the  Secretary  of State of the  State of  Delaware  on
             October 12, 1999.(2)

3.4          By-Laws of the Company. (1)

4.1(i)       Kam Saifi Employment Agreement.(3)

4.1(ii)      Cameron Saifi Employment Agreement (4)

4.1(iii)     David Arbeitel Employment Agreement (4)

5.1          Opinion of Jenkens & Gilchrist Parker Chapin LLP as to the legality
             of the Common Stock being offered.

23.1         Consent of PricewaterhouseCoopers LLP.

23.2         Consent of Parker Chapin LLP (included in Exhibit 5.1).

24.1         Powers  of  Attorney  of  certain  officers  and  directors  of the
             registrant (included in signature page).

-------------
(1)  Incorporated by reference to the Company's  registration  statement on Form
     S-8 filed on April 22, 1999.

(2)  Incorporated  by reference to the Company's Post Effective  Amendment No. 1
     to the  Company's  registration  statement on Form S-8,  filed on March 17,
     2000.

(3)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     on October 23, 2001.

(4)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     on October 24, 2001.
[{"type": "S-8", "sequence": "1", "filename": "f752125.txt", "description": "FORM S-8 (3 AGREEMENTS)", "secsgml_size_bytes": 18135}]
{"company-data": {"conformed-name": "ION NETWORKS INC", "cik": "0000754813", "assigned-sic": "3577", "irs-number": "222413505", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76604", "film-number": "2507644"}, "business-address": {"street1": "1551 S WASHINGTON AVE", "city": "PISCATAWAY", "state": "NJ", "zip": "08854", "phone": "2014944440"}, "mail-address": {"street1": "1551 S WASHINGTON AVE", "city": "PISCATAWAY", "state": "NJ", "zip": "08854"}, "former-company": {"former-conformed-name": "MICROFRAME INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 11, 2002

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ----------------
                               ION NETWORKS, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                                      22-2413505
(State or other jurisdiction of                               I.R.S. Employer
incorporation or organization)                                dentification No.)

1551 South Washington Avenue, Piscataway, New Jersey          08854
(Address of Principal Executive Offices)                      (Zip Code)

                         KAM SAIFI EMPLOYMENT AGREEMENT

                       CAMERON SAIFI EMPLOYMENT AGREEMENT

                       DAVID ARBEITEL EMPLOYMENT AGREEMENT

                            (Full title of the plan)

                       Kam Saifi, Chief Executive Officer,
                President and Interim Principal Financial Officer
                               Ion Networks, Inc.
                          1551 South Washington Avenue
                          Piscataway, New Jersey 08854
                     (Name and address of agent for service)

                                 (732) 529-0100
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                              James Alterbaum, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE        AMOUNT TO             PROPOSED         PROPOSED          AMOUNT OF
REGISTERED                                     BE REGISTERED         MAXIMUM          MAXIMUM           REGISTRATION
                                                                     OFFERING PRICE   AGGREGATE         FEE
                                                                     PER SHARE        OFFERING PRICE
Common Stock, $.001 par value per share            2,000,000              $0.13          $260,000          $62.14

Common Stock, $.001 par value per share              900,000              $0.31          $279,000          $66.68

                           TOTAL:                  2,900,000              $0.19          $539,000         $129.00
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The  following  documents  heretofore  filed by the  Company  with the
Securities and Exchange  Commission  pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "1934 Act") are incorporated herein by reference:

          (a) The registrant's  Annual Report on Form 10-KSB for the fiscal year
ended March 31, 2001; and as amended by Form 10-KSB/A filed with the SEC on July
27, 2001;

          (b) The Company's Current Report on Form 8-K filed on June 29, 2001;

          (c) The  registrant's  Quarterly  Report on Form 10-QSB for the fiscal
quarter ended June 30, 2001 filed on August 14, 2001;

          (d) The  Company's  Quarterly  Report on Form  10-QSB  for the  fiscal
quarter ended September 30, 2001 filed on October 18, 2001;

          (e) The  Company's  Current  Report on Form 8-K filed on  October  23,
2001;

          (f) The  Company's  Current  Report on Form 8-K filed on  October  24,
2001;

          (g) The registrant's  Definitive Proxy Statement on Schedule 14A filed
on August 15, 2001;

          (h) The description of the registrant's  Common Stock contained in the
registrant's  Registration  Statement  on Form  S-18 (No.  2-93800-NY)  filed on
October 16, 1984 under the 1934 Act, including any amendment or report filed for
the purpose of updating such descriptions.

          All  documents  filed  subsequent  to the  date of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.
ITEM 4.     DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section  145 of the General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the registrant,  may indemnify any person
who was or is a party,  or is threatened to be made a party,  to any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  (other than a derivative  action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  enterprise,  against expenses (including  attorneys' fees),  judgments,
fines and amounts paid in settlement  actually and  reasonably  incurred by such
person in connection  with such action,  suit or proceeding if such person acted
in good faith and in a manner  such person  reasonably  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify  any such person  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
court determines such person is fairly and reasonably  entitled to indemnity for
such expenses.

          Article Tenth of the registrant's  Certificate of Incorporation states
that the  Corporation  shall,  to the  fullest  extent  permitted  by the  DGCL,
indemnify  any and all  persons  whom it shall  have  power to  indemnify  under
Section 145 thereof  from and  against any and all of the  expenses  (including,
without limitation,  attorneys' fees and expenses), liabilities or other matters
referred to in or covered by such Section,  and the  indemnification so provided
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any by-law,  agreement,  vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another  capacity while holding the position  giving rise to the
entitlement of indemnification, and shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
the heirs, estate, executors and administrators of any such person.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.      EXHIBITS.

Exhibit
Number       Description
------       -----------

3.1          Certificate  of  Incorporation  of the  Company,  as filed with the
             Secretary of State of the State of Delaware on August 5, 1998.(1)

3.2          Certificate of Amendment of the  Certificate of  Incorporation,  as
             filed  with the  Secretary  of State of the  State of  Delaware  on
             December 11, 1998.(1)

3.3          Certificate of Amendment of the  Certificate of  Incorporation,  as
             filed  with the  Secretary  of State of the  State of  Delaware  on
             October 12, 1999.(2)

3.4          By-Laws of the Company. (1)

4.1(i)       Kam Saifi Employment Agreement.(3)

4.1(ii)      Cameron Saifi Employment Agreement(4)

4.1(iii)     David Arbeitel Employment Agreement(4)

5.1          Opinion of Parker Chapin LLP as to the legality of the Common Stock
             being offered.

23.1         Consent of PricewaterhouseCoopers LLP.

23.2         Consent of Parker Chapin LLP (included in Exhibit 5.1).

24.1         Powers  of  Attorney  of  certain  officers  and  directors  of the
             registrant (included in signature page).

ITEM 9. UNDERTAKINGS.

          The undersigned registrant hereby undertakes:

--------
(1)  Incorporated by reference to the Company's  registration  statement on Form
     S-8 filed on April 22, 1999.

(2)  Incorporated  by reference to the Company's Post Effective  Amendment No. 1
     to the  Company's  registration  statement on Form S-8,  filed on March 17,
     2000.

(3)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     on October 23, 2001.

(4)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     on October 24, 2001.
(1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

             (i) To include any prospectus  required by Section  10(a)(3) of the
Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement; and

             (iii) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Town of  Piscataway,  State of New Jersey, on the 9th day of
January, 2002.

                                      ION NETWORKS, INC.

                                      By: /s/ Kam Saifi
                                         --------------------------------------
                                         Kam Saifi,  Chief Executive Officer,
                                         President and Interim Principal
                                         Financial Officer

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below  constitutes and appoints each of Kam Saifi and Stephen M. Deixler
and each of them with power of  substitution,  as his  attorney-in-fact,  in all
capacities,  to sign any amendments to this  registration  statement  (including
post-effective amendments) and to file the same, with exhibits thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said  attorney-in-facts  or their
substitutes may 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 below by the  following  persons in the
capacities indicated on the 9th day of January, 2002.

               Signature                              Title
               ---------                              -----
/s/ Kam Saifi
---------------------------------       Director, Chief Executive Officer,
Kam Saifi                               President and Interim Principal
                                        Financial Officer

/s/ Stephen M. Deixler
---------------------------------       Chairman of the Board of Directors
Stephen M. Deixler

/s/ Baruch Halpern
---------------------------------       Director
Baruch Halpern

/s/ Alexander C. Stark
---------------------------------       Director
Alexander C. Stark

---------------------------------       Director
Martin Ritchie

---------------------------------       Director
Alan Hardie

---------------------------------       Director
Frank Russo
EXHIBIT INDEX

Exhibit
Number                          Description
------                          -----------

3.1          Certificate  of  Incorporation  of the  Company,  as filed with the
             Secretary of State of the State of Delaware on August 5, 1998.(1)

3.2          Certificate of Amendment of the  Certificate of  Incorporation,  as
             filed  with the  Secretary  of State of the  State of  Delaware  on
             December 11, 1998.(1)

3.3          Certificate of Amendment of the  Certificate of  Incorporation,  as
             filed  with the  Secretary  of State of the  State of  Delaware  on
             October 12, 1999.(2)

3.4          By-Laws of the Company. (1)

4.1(i)       Kam Saifi Employment Agreement.(3)

4.1(ii)      Cameron Saifi Employment Agreement (4)

4.1(iii)     David Arbeitel Employment Agreement (4)

5.1          Opinion of Jenkens & Gilchrist Parker Chapin LLP as to the legality
             of the Common Stock being offered.

23.1         Consent of PricewaterhouseCoopers LLP.

23.2         Consent of Parker Chapin LLP (included in Exhibit 5.1).

24.1         Powers  of  Attorney  of  certain  officers  and  directors  of the
             registrant (included in signature page).

-------------
(1)  Incorporated by reference to the Company's  registration  statement on Form
     S-8 filed on April 22, 1999.

(2)  Incorporated  by reference to the Company's Post Effective  Amendment No. 1
     to the  Company's  registration  statement on Form S-8,  filed on March 17,
     2000.

(3)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     on October 23, 2001.

(4)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     on October 24, 2001.