**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K/A**

** **

**(Amendment No. 3)**

 

**x****        Annual Report Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934**

 

**For the Fiscal Year Ended December 31, 2007**

 

**o****        Transition report pursuant to Section 13 of 15(d) ofthe Securities Exchange Act of 1934 For the transition period from        to      **

 

**Commission File No. 0-19301**

 

**CommunicationIntelligence Corporation**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                             | ** ** | **94-2790442**      |
|------------------------------------------|------------|---------------------|
| (State or other jurisdiction of          | ** ** | (I.R.S. Employer    |
| incorporation or organization)           | ** ** | Identification No.) |
|                                     | ** ** |                |
| **275 Shoreline Drive, Suite 500**  | ** ** |                |
| **Redwood Shores, California**           | ** ** | **94065**           |
| (Address of principal executive offices) | ** ** | (Zip Code)          |

 

Registrant’s telephone number, including area code: **650-802-7888**

 

Securities registered under Section 12(b) of the SecuritiesExchange Act:  **None**

 

Securities registered pursuant to Section 12(g) of the Act:** Common Stock, $.01 par value**

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act of 1933. Yeso   No. x.

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Securities Exchange Act of1934.  Yes  o   No.  x.

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.  Yes  x   No  o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference into Part III of this Form 10-K or anyamendment to this Form 10-K.   x

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the securitiesExchange act of 1934 (check one): 

Largeaccelerated filer o    Accelerated filer o    Non-accelerated filero    Smaller reporting companyx

 

Indicateby check mark whether the registrant is a shell company (as defined in ExchangeAct Rule 12b-2) Yes  o  No  x

 

The aggregate market value of the votingstock (Common Stock) held by non-affiliates of the registrant as of June 30,2007 was approximately $20,105,160 based on the closing sale price of $0.19 onsuch date, as reported by the Nasdaq Over-the-Counter Market. The number ofshares of Common Stock outstanding as of the close of business on March 11,2008 was 129,057,161.

 

 

 

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**EXPLANATORY NOTE**

 

ThisAmendment No. 3 to the Annual Report on Form 10-K for the Registrantfor the fiscal year ended December 31, 2007 (the “Original Report”) isbeing filed for the purposes of amending Part IV, Exhibit 31.1 and31.2 of the Original Report to include additional disclosure required by Item601(b)(31)(i) of Regulation S-K relating to the certification of theprincipal executive officer and principal financial officer of the Company.

 

Otherthan the amendment to Part IV, Exhibit 31.1 and 31.2 of the OriginalReport to include additional disclosure required by Item 601(b)(31)(i) ofRegulation S-K relating to the certification of the chief executive officer andchief financial officer of the Company, this Amendment No. 3 does notaffect any other items in our Original Report.  As required by Rule 12b-15under the Securities Exchange Act of 1934, new certifications of our principalexecutive officer and principal financial officer are being filed as exhibitsto this Amendment No. 3.  Except for the change described above,this Amendment No. 3 does not change any previously reported financialresults, modify or update disclosures in the Original Report, or reflect eventsoccurring after the date of the filing of the Original Report.

 

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SIGNATURES

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned; thereunto duly authorized, in the City of RedwoodShores, State of California, on September 23, 2008.

 
|   | COMMUNICATION INTELLIGENCE  CORP. |
|--------|-----------------------------------|
|   |                              |
|   | By:                               | /s/  Francis V. Dane |
|   |                              | Francis  V. Dane |
|   |                              | (Principal  Financial Officer and Officer Duly Authorized to Sign   on Behalf of the Registrant) |

 

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of Registrant and in thecapacities indicated on September 23, 2008.

 
| **Signature**         | ** ** | **Title**                                        |
|-----------------------|------------|--------------------------------------------------|
|                  |       |                                             |
|                  |       |                                             |
| /s/  Guido DiGregorio |       | Chairman, President and  Chief Executive Officer |
| Guido  DiGregorio     |       | (Principal Executive  Officer)                   |
|                  |       |                                             |
|                  |       |                                             |
| /s/  Francis V. Dane  |       | Chief Legal Officer and  Chief Financial Officer |
| Francis  V. Dane      |       | (Principal Financial and  Accounting Officer)    |
|                  |       |                                             |
|                  |       |                                             |
| /s/  Garry Meyer      |       |                                             |
| Garry  Meyer          |       | Director                                         |
|                  |       |                                             |
|                  |       |                                             |
| /s/  Louis P. Panetta |       |                                             |
| Louis  P. Panetta     |       | Director                                         |
|                  |       |                                             |
|                  |       |                                             |
| /s/  Chien Bor Sung   |       |                                             |
| Chien  Bor Sung       |       | Director                                         |
|                  |       |                                             |
|                  |       |                                             |
| /s/  David Welch      |       |                                             |
| David  Welch          |       | Director                                         |

 

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