SECURITIES AND EXCHANGE COMMISSION
Washington D.C.
 
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 15, 2007
Date of Report (Date of earliest event reported)
COMMUNICATION INTELLIGENCE CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)
 
0-19301                                                                                      84-2790442
   --------------------------------                                                      ----------------------------                
(Commission file number)                                                       (IRS employer identification number)
 
275 Shoreline Drive, Suite 500, Redwood Shores, CA 94065
(Address of principal executive offices)
(650) 802-7888
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item1.01. Entry into a Material Definitive Agreement; Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ; Item 3.02 Unregistered Sales of Equity Securities .

On March 15, 2007, Communication Intelligence Corporation (the “Company”) executed an amendment (the “Amendment”) to the previously announced Note and Warrant Purchase Agreement dated as of February 5, 2007 (the “Agreement”). The Amendment increases the amount of funds the Company may borrow, under the terms of the Agreement, from six hundred thousand dollars ($600,000) to one million dollars ($1,000,000) and increases the maximum number of warrants that may be issued from three million one hundred eleven thousand (3,111,000) to five million one hundred and eighty-five thousand (5,185,000). All other terms of the Agreement remain in full force and effect. The Company expects to use the proceeds for additional working capital, as needed.

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Item 7.01. Regulation FD Disclosure.

On March 19, 2007, the Company issued a press release relating to the amendment of a credit facility. A copy of the press release is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1
 
Amendment to the Note and Warrant Purchase Agreement and Registration Rights Agreement dated February 5, 2007 among Communication Intelligence Corporation and the Purchaser.
Exhibit 99.2
 
Press Release announcing Amendment to Credit Facility

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 19, 2007
 
Communication Intelligence Corporation
   
 
 
 
 
 
By:
 
/s/ Frank Dane
 
 
 
 
 
Frank Dane
 
 
 
 
Chief Financial and Legal Officer

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Exhibit Index
Exhibit
 
Description
 
 
 
Exhibit 99.1
 
Amendment to the Note and Warrant Purchase Agreement and Registration Rights Agreement dated February 5, 2007 among Communication Intelligence Corporation and the Purchaser.
 
 
 
Exhibit 99.2
 
Press Release announcing Amendment to Credit Facility


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EXHIBIT 99.1

AMENDMENT TO
NOTE AND WARRANT PURCHASE AGREEMENT
AND
REGISTRATION RIGHTS AGREEMENT

Whereas on February 5, 2007 the Parties hereto entered a Note and Warrant Purchase Agreement and a Registration Rights Agreement (the “Agreements”),

Whereas the Parties desire to amend the Agreements,

Now therefore the Parties agree that the Agreements are amended as follows:

I.
The maximum amount of borrowing available under the Agreements shall be increased from $600,000 to $1,000,000, and all references to $600,000 shall be amended to $1,000,000.

II.
The maximum number of Warrants that may be issued under the Agreements shall be increased from 3,111,000 to 5,185,000 and all references to such maximum number shall be amended as such.

III.
All other provisions of the Agreements shall remain in full force and effect.


COMMUNICATION INTELLIGENCE CORPORATION


By: ______________________________     Date: __________________
Name:
Frank Dane
Title:
Chief Financial Officer


PURCHASER


By: ______________________________     Date: __________________
Name:
Title:
 



EXHIBIT 99.2
FOR IMMEDIATE RELEASE


CIC Announces Amendment to Credit Facility


Redwood Shores, CA, March 19, 2007 - Communication Intelligence Corporation (“CIC” or the “Company”) (OTC BB: CICI), a leading supplier of electronic signature solutions for business process automation in the Financial Industry and the recognized leader in biometric signature verification announced today that it has amended the credit facility previously announced on February 9, 2007.

The Amendment increases the amount of funds that the Company may borrow under the previously announced Note and Warrant Purchase Agreement dated as of February 5, 2007 (the “Agreement”) from six hundred thousand dollars ($600,000) to one million dollars ($1,000,000) and increases the maximum number of warrants that may be issued from three million one hundred eleven thousand (3,111,000) to five million one hundred and eighty-five thousand (5,185,000). All other terms of the Agreement remain in full force and effect. The Company intends to use the proceeds for additional working capital, as needed.

About CIC
Communication Intelligence Corporation (“CIC”) is a leading supplier of electronic signature solutions for business process automation in the Financial Industry and the recognized leader in biometric signature verification. CIC’s products enable companies to achieve truly paperless work flow in their eBusiness processes by enabling them with “The Power to Sign Online®” with multiple signature technologies across virtually all applications.  Industry leaders such as AIG, Charles Schwab, Prudential, Nationwide (UK) and Wells Fargo chose CIC’s products to meet their needs. CIC sells directly to enterprises and through system integrators, channel partners and OEMs. CIC is headquartered in Redwood Shores, California and has a joint venture, CICC, in Nanjing, China. For more information, please visit our website at http://www.cic.com .

Forward Looking Statement
Certain statements contained in this press release, including without limitation, statements containing the words “believes”, “anticipates”, “hopes”, “intends”, “expects”, and other words of similar import, constitute “forward looking” statements within the meaning of the Private Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors which may cause actual events to differ materially from expectations. Such factors include the following (1) technological, engineering, quality control or other circumstances which could delay the sale or shipment of products containing the Company’s technology; (2) economic, business, market and competitive conditions in the software industry and technological innovations which could affect the Company’s business; (3) the Company’s inability to protect its trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others or prevent others from infringing on the proprietary rights of the Company; and (4) general economic and business conditions and the availability of sufficient financing.

CIC, its logo and the Power to Sign Online are registered trademarks. All other trademarks and registered trademarks are the property of their respective holders.

Contact Information

CIC
Investor Relations Inquiries:                
Chantal Eshghipour                    
Phone: 650-802-7740            
Email: investorrelations@cic.com        


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