As filed with the Securities and Exchange Commission on October 3, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ONE VOICE TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
6333 Greenwich Drive, Ste. 240
San Diego, California 92122
(Address of principal executive offices)
Nevada 95-4714338
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
AMENDED AND RESTATED 1999 STOCK OPTION PLAN
(Full title of the plan)
Dean Weber
One Voice Technologies, Inc.
6333 Greenwich Drive, Ste. 240
San Diego, California 92122
(858) 552-4466
(Name, address, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Per Offering Registration
to be Registered Registered Share(2) Price(2) Fee
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Common Stock,
$.001 par value(1) 1,000,000 shares $7.375 $7,375,000 $1,947.00
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(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Amended and
Restated 1999 Stock Option Plan pursuant to Rules 416 and 457 under the
Securities Act of 1933. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(h) based on the average of the high and low prices of the
Common Stock of One Voice Technologies, Inc. as reported on September 28,
2000 on the Over-the-Counter Bulletin Board.
INTRODUCTION
This Registration Statement on Form S-8 is filed by One Voice Technologies, Inc.
(the "Company") relating to 1,000,000 shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), issuable to employees of the Company
under the 1999 Amended and Restated Stock Option Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference and
made a part hereof:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report referred to in (a) above;
(3) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents; and
(4) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-SB filed under the Securities Act on
October 7, 1999, including any amendment or report filed for the purpose of
updating such description.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the Nevada General Corporation Law and our Articles of
Incorporation, our directors will have no personal liability to us or our
shareholders for monetary damages for breach of fiduciary duty as a director or
officer involving any act or omission of any such director or officer. This does
not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under applicable Sections of the Nevada Revised
Statutes, (iv) for the payment of dividends in violation of Section 78.300 of
the Nevada Revised Statutes, or (v) for any transaction from which the director
derived an improper personal benefit. This provision would generally absolve
directors of personal liability for negligence in the performance of duties,
including gross negligence.
The Company's Bylaws require the Company to indemnify each director and
officer of the Company and his or her respective heirs and administrators
against all claims, judgments and liabilities incurred due to the fact that he
or she was or is a director or officer of the Company. The Bylaws also require
the reimbursement of such director or officer for all legal and other expenses
reasonably incurred by him or her in connection with any such claim or
liability. However, no indemnification or reimbursement will be permitted for
expenses incurred in connection with any claim or liability arising out of his
or her own negligence or willful misconduct. The Bylaws do not exclude any other
right to indemnification to which such director or officer may be lawfully
entitled and fully protects the Company, its directors, officers, employees and
agents in taking any action or making any payment, or in refusing to do so in
reliance upon the advice of counsel.
The effect of these provisions in our Articles of Incorporation and
Bylaws is to eliminate the rights of the Company and its shareholders (through
shareholders' derivative suits on behalf of the Company) to recover monetary
damages against a director for breach of his or her fiduciary duty of care as a
director (including breaches resulting from negligence or grossly negligent
behavior) except in the situations described in clauses (i) through (v) above.
These provisions do not limit or eliminate the rights of the Company or any
shareholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. The Nevada General
Corporation Law grants corporations the right to indemnify their directors,
officers, employees and agents in accordance with applicable law and permits the
Company to purchase and maintain insurance on behalf of any director, officer,
employee or agent of the Company, whether or not the Company has the authority
to indemnify such person against such liability and expenses.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
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4.1 Certificate of Incorporation of the Company and Amendments
thereto (filed on October 7, 1999, as an exhibit to the Company's
Registration Statement on Form 10-SB and incorporated herein by
this reference).
4.2 Bylaws of the Company, as amended (filed on October 7, 1999, as
an exhibit to the Company's Registration Statement on Form 10-SB
and incorporated herein by this reference).
4.3 Amendment to Bylaws of July 11, 2000 (excerpted).
4.4 1999 Amended and Restated Stock Option Plan.
5 Opinion of Luce, Forward, Hamilton & Scripps LLP as to the
legality of the securities being registered.
23.1 Consent of Stonefield Josephson, Inc.
23.2 Consent of Luce, Forward, Hamilton & Scripps LLP (contained in
Exhibit 5 hereto).
Item 9. Undertakings.
(1) 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;
(1) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(2) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement;
(3) 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 this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, 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;
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(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.
(2) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company 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 Company 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by a final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 City of San Diego, State of California, on October 3, 2000.
ONE VOICE TECHNOLOGIES, INC.
By: /s/ Dean Weber
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Dean Weber, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.
Signature Title Date
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/s/ Bradley J. Ammon Director October 3, 2000
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Bradley J. Ammon
/s/ George Kaelin Director October 3, 2000
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George Kaelin
/s/ Rahoul Sharan Director and Chief Financial Officer October 3, 2000
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Rahoul Sharan
/s/ Dean Weber President, Chief Executive Officer and October 3, 2000
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Dean Weber Director
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Certificate of Incorporation of the Company and Amendments
thereto*
4.2 Bylaws of the Company*
4.3 Amendment to Bylaws of July 11, 2000
4.4 1999 Amended and Restated Stock Option Plan
5 Opinion of Luce, Forward, Hamilton & Scripps LLP as to legality
of the securities being registered
23.1 Consent of Stonefield Josephson, Inc.
23.2 Consent of Luce, Forward, Hamilton & Scripps LLP (contained in
Exhibit 5 hereto)
* Incorporated by reference.
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