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)                          Identification No.)

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

                             2000 STOCK OPTION PLAN
                            (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.


<PAGE>

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE


                                                                       Proposed               Proposed
Title of                                                               maximum                maximum
each class                                     Amount                  offering               aggregate             Amount of
of securities                                  to be                   price per              offering              registration
to be registered                               registered(1)           share                  price                 fee

<S>                                            <C>                     <C>                    <C>                   <C>
Common Stock, $.001 par  value                 1,068,200               $1.125(2)              $1,201,725(2)         $287.21(2)
per share

Common Stock, $.001 par  value                 1,145,000               $0.175(2)              $200,375(2)           $47.89(2)
per share

Common Stock, $.001 par  value                 150,000                 $0.335(2)              $50,250(2)            $12.01(2)
per share

Common Stock, $.001 par  value                 10,000                  $0.295(2)              $2,950(2)             $0.71(2)
per share

Common Stock, $.001 par value                  626,800(3)              $1.465(4)               $918,262(4)           $219.47(4)
per share

   Total:                                      3,000,000                                                            $567.29

</TABLE>

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

(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     2000 Stock Option Plan.

(2)  Based on the exercise  price per share of Common Stock  underlying  options
     which have been granted under this plan.

(3)  The remaining shares to be registered relate to shares  underlying  options
     not yet granted.

(4)  The price per share is estimated  solely for the purpose of calculating the
     registration fee pursuant to Rule 457(c);  based on the average of the high
     and low prices for the Common  Stock as reported on the Nasdaq Stock Market
     on January 4, 2002.

<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  Company'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  Company'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 Company's Definitive Proxy Statement on Schedule 14A filed on
               August 15, 2001; and
          (h)  The  description of the Company's  Common Stock  contained in the
               registrant's Registration Statement on Form 8A filed with the SEC
               on January 23, 1985.

          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.


<PAGE>

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          2000 Stock Option Plan of the Company. (3)

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).






--------
(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  definitive  proxy statement on
     Schedule 14A, filed on October 23, 2000.


<PAGE>

ITEM 9. UNDERTAKINGS.

          The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective  amendment to this registration  statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  registration  statement  or any  material  change  to  such
information in 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                                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
William 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       2000 Stock Option Plan of the Company. (3)

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).






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

(2)  Incorporated  by reference on 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  definitive  proxy statement on
     Schedule 14A, filed on October 23, 2000.
[{"type": "S-8", "sequence": "1", "filename": "f671294.txt", "description": "FORM S-8 (2000 STOCK OPTION PLAN)", "secsgml_size_bytes": 17807}]
{"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": "333-76568", "film-number": "2507350"}, "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)                          Identification No.)

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

                             2000 STOCK OPTION PLAN
                            (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

                                                                       Proposed               Proposed
Title of                                                               maximum                maximum
each class                                     Amount                  offering               aggregate             Amount of
of securities                                  to be                   price per              offering              registration
to be registered                               registered(1)           share                  price                 fee
Common Stock, $.001 par  value                 1,068,200               $1.125(2)              $1,201,725(2)         $287.21(2)
per share

Common Stock, $.001 par  value                 1,145,000               $0.175(2)              $200,375(2)           $47.89(2)
per share

Common Stock, $.001 par  value                 150,000                 $0.335(2)              $50,250(2)            $12.01(2)
per share

Common Stock, $.001 par  value                 10,000                  $0.295(2)              $2,950(2)             $0.71(2)
per share

Common Stock, $.001 par value                  626,800(3)              $1.465(4)               $918,262(4)           $219.47(4)
per share

   Total:                                      3,000,000                                                            $567.29
--------------------------------------------------------------------------------

(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     2000 Stock Option Plan.

(2)  Based on the exercise  price per share of Common Stock  underlying  options
     which have been granted under this plan.

(3)  The remaining shares to be registered relate to shares  underlying  options
     not yet granted.

(4)  The price per share is estimated  solely for the purpose of calculating the
     registration fee pursuant to Rule 457(c);  based on the average of the high
     and low prices for the Common  Stock as reported on the Nasdaq Stock Market
     on January 4, 2002.
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  Company'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  Company'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 Company's Definitive Proxy Statement on Schedule 14A filed on
               August 15, 2001; and
          (h)  The  description of the Company's  Common Stock  contained in the
               registrant's Registration Statement on Form 8A filed with the SEC
               on January 23, 1985.

          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          2000 Stock Option Plan of the Company. (3)

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).

--------
(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  definitive  proxy statement on
     Schedule 14A, filed on October 23, 2000.
ITEM 9. UNDERTAKINGS.

          The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective  amendment to this registration  statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  registration  statement  or any  material  change  to  such
information in 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                                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
William 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       2000 Stock Option Plan of the Company. (3)

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).

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

(2)  Incorporated  by reference on 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  definitive  proxy statement on
     Schedule 14A, filed on October 23, 2000.