As filed with the Securities and Exchange Commission on November 17, 2000
--------------------------------------------------------------------------------
                       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)

            AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT
                              WITH STEPHEN B. GRAY
                            (Full title of the plan)

                    Ronald C. Sacks, Chief Executive Officer
                     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.
                                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


                                                             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 (2)           PRICE  (2)        FEE (2)
-------------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>                  <C>                 <C>               <C>
Common Stock, $.001 par value
per share                               400,000              $1.156              $ 462,400         $115.60
-------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
(1)      Pursuant to Rule 416(b),  there shall also be deemed covered hereby all
         additional  securities  resulting from anti-dilution  adjustments under
         the Amended and Restated Non-Qualified Stock Option Agreement.

(2)      Computed  upon the  basis  of which  the  price  at which  the  options
         pursuant to the stock  option plan may be  exercised,  pursuant to Rule
         457(h).

<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, 2000;

                  (b) The registrant's  Proxy Statement on Schedule 14A filed on
October 23, 2000;

                  (c) The  registrant's  Quarterly Report on Form 10-QSB for the
fiscal quarter ended June 30, 2000;

                  (d) The  registrant's  Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 2000;

                  (e) The registrant's Current Reports on Form 8-K filed on June
29, 2000; and

                  (f) 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.

                                      II-1
<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.


                                      II-2
<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               Amended and Restated Non-Qualified Stock Option Agreement.

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.

                                      II-3
<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:

                           (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.

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act 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

                                      II-4
<PAGE>

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.

                                      II-5
<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 17th day of
November, 2000.

                                 ION NETWORKS, INC.


                                 By: /s/ Ronald C. Sacks
                                    --------------------------------------------
                                    Ronald C. Sacks, Chief Executive Officer 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 Ronald C. Sacks 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 17th day of November, 2000.

                        Signature                                  Title
                        ---------                                  -----
<TABLE>
<CAPTION>

<S>                                                       <C>
/s/ Ronald C. Sacks                                       Chief Executive Officer
--------------------------------------------------        and Interim Principal Financial Officer
Ronald C. Sacks


/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
</TABLE>

<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               Amended and Restated Non-Qualified Stock Option Agreement.

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.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 18845}]
{"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": "333-50204", "film-number": "772671"}, "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 November 17, 2000
--------------------------------------------------------------------------------
                       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)

            AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT
                              WITH STEPHEN B. GRAY
                            (Full title of the plan)

                    Ronald C. Sacks, Chief Executive Officer
                     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.
                                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 (2)           PRICE  (2)        FEE (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value
per share                               400,000              $1.156              $ 462,400         $115.60
-------------------------------------------------------------------------------------------------------------------
(1)      Pursuant to Rule 416(b),  there shall also be deemed covered hereby all
         additional  securities  resulting from anti-dilution  adjustments under
         the Amended and Restated Non-Qualified Stock Option Agreement.

(2)      Computed  upon the  basis  of which  the  price  at which  the  options
         pursuant to the stock  option plan may be  exercised,  pursuant to Rule
         457(h).
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, 2000;

                  (b) The registrant's  Proxy Statement on Schedule 14A filed on
October 23, 2000;

                  (c) The  registrant's  Quarterly Report on Form 10-QSB for the
fiscal quarter ended June 30, 2000;

                  (d) The  registrant's  Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 2000;

                  (e) The registrant's Current Reports on Form 8-K filed on June
29, 2000; and

                  (f) 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.

                                      II-1
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.

                                      II-2
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               Amended and Restated Non-Qualified Stock Option Agreement.

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.

                                      II-3
ITEM 9. UNDERTAKINGS.

                  The undersigned registrant hereby undertakes:

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

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

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act 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

                                      II-4
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.

                                      II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Piscataway, State of New Jersey, on the 17th day of
November, 2000.

                                 ION NETWORKS, INC.

                                 By: /s/ Ronald C. Sacks
                                    --------------------------------------------
                                    Ronald C. Sacks, Chief Executive Officer 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 Ronald C. Sacks 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 17th day of November, 2000.

                        Signature                                  Title
                        ---------                                  -----
/s/ Ronald C. Sacks                                       Chief Executive Officer
--------------------------------------------------        and Interim Principal Financial Officer
Ronald C. Sacks

/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
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               Amended and Restated Non-Qualified Stock Option Agreement.

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.