FILED PURSUANT TO RULE 424(B)(3) AND (C)
FILE NUMBER 333-124132
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 21, 2006
209,141,851 SHARES
ONE VOICE TECHNOLOGIES, INC.
COMMON STOCK, PAR VALUE $0.001 PER SHARE
------------------------
This prospectus supplement supplements our prospectus dated July 1, 2005
relating to the resale by certain selling shareholders of up to 209,141,851
shares of our common stock, par value $.001 per share, which may be offered and
sold from time to time by the selling shareholders, including up to (i)
106,635,071 shares issuable upon conversion of our 6% convertible promissory
notes, (ii) 58,139,536 shares issuable upon exercise of our Class A common
stock purchase warrants, and (iii) 44,367,244 shares issuable upon exercise of
our Class A and Class B common stock purchase warrants issued to certain of the
selling stockholders pursuant to the second closing of our December 2004 private
placement. The holders of the convertible notes have the right to require that
some, none or all future interest accrued under the note be paid in the form of
shares of common stock. We did not register shares of our common stock issuable
upon conversion of any future accrued and unpaid interest under the convertible
note.
The shares of common stock are registered to permit the selling stockholders to
sell the shares from time to time in the public market. The stockholders may
sell the shares through ordinary brokerage transactions, directly to market
makers of our shares or through any other means described in the section
entitled "Plan of Distribution" beginning on page 31 of our original prospectus.
The selling stockholders may be deemed to be a statutory underwriter of the
shares of common stock, which they are offering. We cannot assure you that the
selling stockholders will sell all or any portion of the shares offered in the
prospectus.
We will pay the expenses of registering these shares. We will not receive any
proceeds from the sale of shares of common stock in this offering. All of the
net proceeds from the sale of our common stock will go to the selling
stockholders. However, we will receive the exercise price of any common stock we
issue to the selling stockholders upon exercise of the warrants. We expect to
use the proceeds received from the exercise of their warrants, if any, for
general working capital purposes.
The date of this prospectus supplement is February 21, 2006.
FILED PURSUANT TO RULE 424(B)(3) AND (C)
FILE NUMBER 333-124132
DESCRIPTION OF SECURITIES BEING REGISTERED
The "Description of Securities Being Registered" section of the prospectus is
hereby amended and supplemented as follows:
On page 6 of the prospectus, the third sentence under the subheading "Class A
and Class B common stock purchase warrants" is hereby deleted in its entirety
and replaced with the following sentence:
"The 29,069,968 Class A warrants issued pursuant to the first closing of our
March 2005 Subscription Agreement are exercisable until four years from the
initial closing date at an exercise price of $0.02 per share. In addition, the
29,069,968 Class A warrants issued pursuant to the second closing of our March
2005 Subscription Agreement are exercisable until four years from the initial
closing date at an exercise price of $0.014 per share"
Except as set forth in this prospectus supplement, there is no change to the
section entitled " Description of Securities Being Registered " in the original
prospectus. All references in the original prospectus to the exercise price of
the 29,069,968 Class A warrants issued pursuant to the first closing of our
March 2005 Subscription Agreement shall be deleted and replaced with an exercise
price of "$0.02" and all references in the original prospectus to the exercise
price of the 29,069,968 Class A common stock purchase warrants issued pursuant
to the second closing of our March 2005 Subscription Agreement shall be deleted
and replaced with an exercise price of "$0.014".
We may amend or supplement the original prospectus or the prospectus supplement
from time to time to update the disclosure set forth therein and herein.
2
SIGNATURES
In accordance with 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 of filing and authorizes this registration statement to be
signed on its behalf by the undersigned, in the City of La Jolla, State of
California, on February 21, 2006.
ONE VOICE TECHNOLOGIES, INC.
BY: /S/ DEAN WEBER
------------------------------
DEAN WEBER, PRESIDENT,
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
& DIRECTOR
BY: /S/ JAMES HADZICKI
------------------------------
JAMES HADZICKI, CHIEF
FINANCIAL OFFICER (PRINCIPAL
ACCOUNTING AND PRINCIPAL
FINANCIAL OFFICER)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
SIGNATURE TITLE DATE
/S/ DEAN WEBER CHIEF EXECUTIVE OFFICER (PRINCIPAL FEBRUARY 21, 2006
- --------------------- EXECUTIVE OFFICER), DIRECTOR
DEAN WEBER
/S/ RAHOUL SHARAN DIRECTOR FEBRUARY 21, 2006
- ---------------------
RAHOUL SHARAN
/S/ BRADLEY J. AMMON DIRECTOR FEBRUARY 21, 2006
- ---------------------
BRADLEY J. AMMON
3