UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
SPEECHFX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 20-5766053 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
| | | |
| 387 South 520 West, Suite 110, Lindon, Utah | | 84042 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (801) 382-7997
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company x |
| (Do not check if a smaller reporting company) | |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Our information statement is filed as Exhibit 99.1 to this Form 10 (the “Information Statement”). For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the Information Statement.
| Item No. | | Caption | | Location in Information Statement |
| | | | | |
| Item 1. | | Business | | See “Summary,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “The Spin-off” |
| | | | | |
| Item 1A. | | Risk Factors | | See “Risk Factors” |
| | | | | |
| Item 2. | | Financial Information | | See “Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” and the statements referenced therein |
| | | | | |
| Item 3. | | Properties | | See “Business—Properties” |
| | | | | |
| Item 4. | | Security Ownership of Certain Beneficial Owners and Management | | See “Security Ownership of Certain Beneficial Owners and Management” |
| | | | | |
| Item 5. | | Directors and Executive Officers | | See “Management” |
| | | | | |
| Item 6. | | Executive Compensation | | See “Executive Compensation” |
| | | | | |
| Item 7. | | Certain Relationships and Related Transactions, and Director Independence | | See “Management” and “Certain Relationships and Related Transactions” |
| | | | | |
| Item 8. | | Legal Proceedings | | See “Business—Legal Proceedings” |
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| Item 9. | | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | | See “Summary” |
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| Item 10. | | Recent Sales of Unregistered Securities | | Not applicable |
| | | | | |
| Item 11. | | Description of Registrant’s Securities to be Registered | | See “Description of Capital Stock” |
| | | | | |
| Item 12. | | Indemnification of Directors and Officers | | See “Management” and “Description of Capital Stock” |
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| Item 13. | | Financial Statements and Supplementary Data | | See “Index to Financial Statements” and the statements referenced therein |
| | | | | |
| Item 14. | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | Not applicable |
| | | | | |
| Item 15. | | Financial Statements and Exhibits | | See “Index to Financial Statements” and the statements referenced therein |
Item 15. Financial Statements and Exhibits.
(a) Financial Statements
The following financial statements and accompanying audit opinion are included in the Information Statement and filed as part of this Registration Statement on Form 10 (see “Financial Statements”):
| (1) | Report of Independent Registered Public Accounting Firm |
| | |
| (2) | Balance Sheets of SpeechFX, Inc., dated as of December 31, 2010 |
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| (3) | Statement of Operations of SpeechFX, Inc., for Two Years Ended December 31, 2010 |
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| (4) | Statement of Cash Flows of SpeechFX, Inc., for Two Years Ended December 31, 2010 |
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| (5) | Statement of Stockholder Equity |
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| (6) | Notes to Financial Statements |
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| (7) | Condensed Financial Statements of SpeechFX, Inc. for the Three Months Ended March 31, 2011 |
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| (8) | Notes to Condensed Financial Statements for the Three Months Ended March 31, 2011 |
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| (9) | Unaudited Pro Forma Financial Statements |
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| (10) | Notes to Unaudited Pro Forma Financial Statements |
(b) Exhibits
The following documents are filed as exhibits hereto unless otherwise indicated:
| Exhibit No. | | Exhibit Description |
| | | |
| 2.1 | | Form of Separation and Distribution Agreement by and between Fonix Corporation and SpeechFX, Inc. dated __________, 2011 (filed herewith) |
| | | |
| 3.1 | | Amended and Restated Certificate of Incorporation of SpeechFX, Inc. (filed herewith) |
| | | |
| 3.2 | | Amended and Restated Bylaws of SpeechFX, Inc. (to be filed) |
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| 4.1 | | Form of specimen certificate for the Registrant’s common stock, par value $0.0001 per share (to be filed) |
| | | |
| 10.1 | | Contribution Agreement between Fonix Corporation and SpeechFX, Inc. (formerly Fonix Speech, Inc.), dated February 3, 2006 (filed herewith) |
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| 10.2 | | Form of SpeechFX, Inc. 2011 Incentive Compensation Plan (to be filed) |
| | | |
| 99.1 | | Preliminary Information Statement, subject to completion, dated June ___, 2011 (filed herewith) |
| | | |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
SPEECHFX, INC.
By: /s/ Roger D. Dudley
Name: Roger D. Dudley
Title: Chief Executive Officer
Date: June 28, 2011
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