As filed with the Securities and Exchange Commission on June 25, 2008
Registration No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ONE VOICE TECHNOLOGIES, INC.
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(Exact name of issuer as specified in its charter)
NEVADA 95-4714338
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4250 EXECUTIVE SQUARE, STE 770,
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LA JOLLA, CA 92037
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
2005 STOCK INCENTIVE PLAN
2008 STOCK COMPENSATION PLAN
(FULL TITLE OF PLAN)
DEAN WEBER
CHIEF EXECUTIVE OFFICER
ONE VOICE TECHNOLOGIES
4250 EXECUTIVE SQUARE, SUITE 770
LA JOLLA, CA 92037
TELEPHONE: (858)-552-4466
(Name and address of agent for service)
Copies of all communications, including all communications sent to
agent for service to:
DARRIN OCASIO, ESQ.
SICHENZIA ROSS FRIEDMAN FERENCE LLP
61 BROADWAY
NEW YORK, NY 10018
(212) 930-9700
FAX (212) 930-9725
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
- ----------------------------------------------------------------------------------------------------
Common Stock, 60,000,000(1) $0.00765(3) $997,500.00 $137.55
$0.001 par value Shares
Common Stock, 10,000,000(2) $0.00765(4) $76,500.00 $3.01
$0.001 par value Shares
10,000,000 (2)
Shares
Total 70,000,000 $1,074,000.00 $140.56
1. Includes shares of our common stock, $.001 par value per share issuable
upon exercise of options outstanding under our 2005 Stock Incentive
Plan.
2. Includes shares of our common stock, $.001 par value per share issuable
under our 2008 Stock Compensation Plan.
3. Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended,
based on the most recent price at which the securities were sold. The
fee is based on the exercise price of $0.016 with respect to
outstanding options to purchase 45,000,000 shares of common stock and
$0.0185 with respect to 15,000,000 outstanding options to purchase
15,000,000 shares of common stock.
4. Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, using the
average of the high and low price as reported on The Over-The-Counter
Bulletin Board on June 19, 2008, of $0.008 and $0.007 per share,
respectively.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
This Registration Statement relates to two separate prospectuses.
SECTION 10(A) PROSPECTUS: Items 1 and 2, from this page, and the documents
incorporated by reference pursuant to Part II, Item 3 of this prospectus,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").
REOFFER PROSPECTUS: The material that follows Item 2, up to but not including
Part II of this Registration Statement, of which the reoffer prospectus is a
part, constitutes a "reoffer prospectus," prepared in accordance with the
requirements of Part I of Form S-3 under the Securities Act. Pursuant to
Instruction C of Form S-8, the reoffer prospectus may be used for reoffers or
resales of common shares which are deemed to be "control securities" or
"restricted securities" under the Securities Act that have been acquired by the
selling shareholders named in the reoffer prospectus.
ITEM 1. PLAN INFORMATION.
One Voice Technologies, Inc. ("We", "us", "our company" or "One Voice") will
provide each participant (the "Recipient") with documents that contain
information related to our 2005 Stock Incentive Plan, 2008 Stock Compensation
Plan and other information including, but not limited to, the disclosure
required by Item 1 of Form S-8, which information is not filed as a part of this
Registration Statement on Form S-8 (the "Registration Statement"). The foregoing
information and the documents incorporated by reference in response to Item 3 of
Part II of this Registration Statement taken together constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. A Section
10(a) prospectus will be given to each Recipient who receives common shares
covered by this Registration Statement, in accordance with Rule 428(b)(1) under
the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
We will provide to each Recipient a written statement advising it of the
availability of documents incorporated by reference in Item 3 of Part II of this
Registration Statement and of documents required to be delivered pursuant to
Rule 428(b) under the Securities Act without charge and upon written or oral
notice by contacting:
Dean Weber
Chief Executive Officer
One Voice Technologies
4250 Executive Square, Suite 770
La Jolla, CA 92037
Telephone: (858)-552-4466
* INFORMATION REQUIRED BY PART I TO BE CONTAINED IN SECTION 10(A) PROSPECTUS IS
OMITTED FROM THE REGISTRATION STATEMENT IN ACCORDANCE WITH RULE 428 UNDER THE
SECURITIES ACT OF 1933, AND NOTE TO PART I OF FORM S-8.
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I-1
REOFFER PROSPECTUS
ONE VOICE TECHNOLOGIES, INC.
40,500,000 SHARES OF COMMON STOCK
This reoffer prospectus relates to an aggregate of 40,500,000 shares of our
common stock, par value $0.001 per share, that may be offered and resold from
time to time by certain eligible participants and existing selling shareholders
identified in this prospectus for their own account issuable upon exercise of
currently outstanding stock options which have been issued pursuant to our 2005
Stock Incentive Plan. After the selling shareholders exercise their stock
options, it is anticipated that the selling shareholders will offer common
shares for sale at prevailing prices on the OTC Bulletin Board on the date of
sale. We will receive no part of the proceeds from sales made under this reoffer
prospectus. The selling shareholders will bear all sales commissions and similar
expenses. Any other expenses incurred by us in connection with the registration
and offering and not borne by the selling shareholders will be borne by us.
The shares of common stock will be issued pursuant to awards granted under our
2005 Stock Incentive Plan will be "control securities" under the Securities Act
before their sale under this reoffer prospectus. This reoffer prospectus has
been prepared for the purposes of registering the common shares under the
Securities Act to allow for future sales by selling shareholders on a continuous
or delayed basis to the public without restriction.
The selling shareholders and any brokers executing selling orders on their
behalf may be deemed to be "underwriters" within the meaning of the Securities
Act, in which event commissions received by such brokers may be deemed to be
underwriting commissions under the Securities Act.
Our common stock is traded on the OTC Bulletin Board under the symbol "ONEV.OB"
On June 20, 2008, the closing bid price of our common stock on such market was
$0.0073 per share
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE FIVE OF
THIS REOFFER PROSPECTUS. THESE ARE SPECULATIVE SECURITIES.
SINCE OUR COMPANY DOES NOT CURRENTLY MEET THE REGISTRANT REQUIREMENTS FOR USE OF
FORM S-3, THE AMOUNT OF COMMON SHARES WHICH MAY BE RESOLD BY MEANS OF THIS
REOFFER PROSPECTUS BY EACH OF THE SELLING STOCKHOLDERS, AND ANY OTHER PERSON
WITH WHOM HE OR SHE IS ACTING IN CONCERT FOR THE PURPOSE OF SELLING SECURITIES
OF OUR COMPANY, MUST NOT EXCEED, IN ANY THREE MONTH PERIOD, THE AMOUNT SPECIFIED
IN RULE 144(E) PROMULGATED UNDER THE SECURITIES ACT.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is June 25, 2008.
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P-1
TABLE OF CONTENTS
PAGE
Prospectus Summary 3
Risk Factors 5
Cautionary Note Regarding Forward-Looking Statements 14
Determination Of Offering Price 14
Use of Proceeds 14
Selling Shareholders 15
Plan of Distribution 17
Legal Matters 19
Experts 19
Incorporation of Certain Documents by Reference 19
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities 20
Additional Information Available to You 20
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN
CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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P-2
PROSPECTUS SUMMARY
The following summary highlights selected information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the "risk
factors" section, the financial statements and the notes to the financial
statements.
OVERVIEW AND RECENT DEVELOPMENTS
One Voice Technologies, Inc. is a voice recognition technology company with over
$43 million invested in Research and Development and deployment of more than 20
million products worldwide in seven languages. To date, our customers include:
Telefonos de Mexico, S.A.B. de C.V. (TELMEX), Intel Corporation, the Government
of India, Fry's Electronics, Mohave Wireless, Inland Cellular, Nex-Tec Wireless,
Rural Independent Networks and several additional telecom service providers
throughout the United States.
Based on our patented technology, One Voice offers voice solutions for the
Telecom and Interactive Multimedia markets. Our telecom solutions allow business
and consumer phone users to voice dial, group conference call, read and send
e-mail and instant messages, all by voice. We offer PC Original Equipment
Manufacturers (OEM's) the ability to bundle a complete voice interactive
computer assistant which allows PC users to talk to their computers to quickly
play digital media (music, videos, DVD) along with read and send e-mail
messages, SMS text messaging to mobile phones, PC-to-Phone calling (VoIP) and
PC-to-PC audio/video. We feel we are strongly positioned across these markets
with our patented voice technology.
The Company believes that the presence of voice technology as an interface in
mobile communications and PC computing is of paramount importance. Voice
interface technology makes portable communications more effective and safer to
use and it makes communicating with a PC to play digital content, such as music,
videos and photos, easier for consumers. One Voice's development efforts
currently are focused on the Telecom and PC multimedia markets and more
specifically on mobile communications from a cell phone, directory assistance
and in-home digital media access.
TELECOM SECTOR
In the Telecom sector, we believe that the Mobile Messaging market, which has
both business and consumer market applications including: e-mail, instant
messages, and SMS (Short Message Service), is extremely large and is growing at
an astonishing rate. One Voice solutions enable users to send, route and receive
text messages using voice from any type of phone (wired or wireless) anywhere in
the world.
The Company's strategy, in the telecom sector, is to continue aggressive sales
and marketing activities for our voice solutions, which we believe, may result
in increased deployments and revenue stream. The product offerings will
encompass both MobileVoice(TM) suite of solutions as well as our Directory
Assistance 411 service.
In 2006, the Company signed a deployment contract with the residential group
within TELMEX for deployment of One Voice's MobileVoice solutions to the over 19
million TELMEX subscribers throughout Mexico. The MobileVoice service was
launched to TELNOR subscribers, a TELMEX subsidiary, in October, 2007 as a
TELNOR branded service called IRIS. For information on IRIS visit
http://www.yosoyiris.com or http://www.telnor.com. The MobileVoice (IRIS)
service has tested and performed very well as anticipated. We are working
closely with TELNOR to ensure the IRIS service is very successful and the
feedback to date has been very positive. We are now working with both the
residential and small, medium business (SMB) groups within TELMEX to coordinate
a national launch for IRIS in both groups. We are confident this national launch
will happen in the coming months. The revenue generated from of a national
launch with TELMEX should have a material impact on the Company.
In October 2007 both the Company and Mantec Consultants ("Mantec") entered into
a contract with Mahanagar Telephone Nigam Ltd. ("MTNL") of India to provide
MobileVoice services to MTNL's over 6 million subscribers. Mantec is One Voice's
local sales associate in India. MTNL is owned and operated by the Government of
India. The Company and Mantec are currently working on deployment of hardware
and systems integration with MTNL. According to MTNL, the MobileVoice service
will be made available to MTNL's existing 6.13 million subscribers for
MobileVoice email by phone service and the total expected customers for this
service is .92 million within the first two years. MTNL has set the monthly
subscription price of $1.25 USD monthly per subscriber out of which the Company
has a 30% share. We anticipate the MTNL revenue stream to grow as we launch
additional MobileVoice services including voice dialing, group call and
voice-to-SMS services. In order to expedite the launch with MTNL we decided to
initially launch email by phone and the revenue projections given by the
marketing department of MTNL reflect the email by phone service only. We
anticipate this revenue projection to grow as additional MobileVoice services
are launched to MTNL subscribers. We are planning on having our service ready
for testing by MTNL in early May, 2008. MTNL will then have a 3 month testing
period after which revenue generation to the Company will commence. The revenue
generated from this launch with MTNL should have a material impact on the
Company.
The Company recently signed an agreement to deploy MobileVoice services with
Mohave Wireless. This service was launched to Mohave Wireless subscribers in
February of 2008. The MobileVoice service will be included as a standard service
for all Mohave Wireless subscribers.
P-3
The Company recently signed a Teaming Agreement with Motorola to work together
to broaden Motorola's offerings to Motorola customers. These offerings could
include solutions such as One Voice's MobileVoice along with media control and
voice search. We are currently working with Motorola on joint proposals to
Motorola carrier customers along with adding voice search capabilities to
existing Motorola multi-media products for access to a mobile phone users' music
library from their mobile phone.
The Company is currently in a test phase with a national yellow pages provider
that is evaluating our automated 411 voice search service for automated
directory lookup. The target launch of this service would be this year if
selected.
EMBEDDED SECTOR
On August 15, 2007 the Company signed a Memorandum of Understanding ("MOU") with
Intel Corporation in which both companies will work together to add One Voice's
voice technology to a Linux based handheld device. The Company sees a potential
opportunity with this mass consumer electronics (CE) device and will apply the
necessary resources to co-develop this project. We have been working closely
with Intel engineers to add voice control to their Moblin operating system. We
have recently demonstrated this capability in the Intel booth at the 2008
Consumer Electronics Show, Mobile World Congress and the upcoming Intel
Developers Forum. We have also ported our software to RedFlag Linux. Both
RedFlag Linux and Moblin are the primary operating systems used on Mobile
Internet Devices (MIDs). Both One Voice and Intel have jointly presented our
voice solution to several MID OEM's and we have initial confirmation that our
software will be bundled on a major OEM's MID for launch in Q4 of 2008.
PC SECTOR
In the PC sector, we believe that digital in-home entertainment is rapidly
growing with the wide acceptance of digital photography, MP3 music and videos,
along with plasma and LCD TV's. We believe that companies including Apple,
Microsoft and Intel are actively creating products and technology, which allow
consumers to experience the next-generation of digital entertainment. The
Company's Media Center Communicator(TM) product works with Microsoft Windows XP
Media Center Edition 2005 and Microsoft Windows Vista to add voice-navigation
and a full suite of communication features allowing consumers to talk to their
Media Center PC to play music, view photo slideshows, watch and record TV, place
Voice-Over-IP (VoIP) phone calls, read and send e-mail and Instant Message
friends and family, all by voice. The company recently launched a new retail
product called VoiceTunes. VoiceTunes allows users to voice control their entire
music library including Apple iTunes and Windows Media. This product is similar
to our flagship product Media Center Communicator but is very focused on music.
The feedback from retailers has been very positive and we are now preparing to
have VoiceTunes available on retail store shelves by this summer.
In summary, since the beginning of 2007, the Company has deployed services with
telecom carriers and began recognizing a recurring revenue stream. Management
believes the Company's transition into the revenue recognition phase is very
important as it signifies acceptance of our solutions and the value they deliver
to the customer and their subscribers.
The management team remains committed to generating short and long-term revenues
significant enough to fund daily operations, expand the intellectual property
portfolio and development of cutting edge solutions and applications for the
emerging speech recognition market sector which should build shareholder value.
We have incurred losses since our inception. For the years ended December 31,
2007 and 2006, we generated revenues of $702,430 and $690,540, respectively, and
incurred net losses of $4,049,133 and $4,418,844, respectively. For the three
months ended March 31, 2008 and 2007, we incurred a net income of $390,491
compared to a (loss) of ($6,653,227), respectively. Our auditors, in their
report dated March 24, 2008, have expressed substantial doubt about our ability
to continue as a going concern.
Our principal executive office is located at 4250 Executive Square, Suite 770,
La Jolla, CA 92307 and our telephone number is (858)-552-4466.
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P-4
THIS OFFERING
Shares of common stock outstanding prior
to this offering............................. 866,370,985 (1)
Shares of common stock
offered pursuant to this prospectus.......... 40,500,000
Use of proceeds................................ We will not receive any proceeds
from the sale of the shares of
common stock offered in this
prospectus.
Risk Factors................................... The purchase of our common stock
involves a high degree of risk.
You should carefully review and
consider "Risk Factors"
beginning on page P-5.
Over-The Counter Bulletin
Board Stock Exchange Symbol.................. ONEV.OB
(1) As of June 20, 2008. Does not include shares of common stock issuable
upon exercise of outstanding options or warrants or shares issuable
upon conversion of outstanding convertible debt.
P-5
RISK FACTORS
Investment in our common stock involves a high degree of risk. You
should consider the following discussion of risks as well as other information
in this prospectus. The risks and uncertainties described below are not the only
ones. If any of the following risks actually occur, our business could be
harmed. In such case, the trading price of our common stock could decline. The
following information should be considered in conjunction with the other
information included and incorporated by reference in this report on Form 10-KSB
before purchasing shares of our stock.
WE HAVE A HISTORY OF LOSSES. WE MAY TO CONTINUE TO INCUR LOSSES, AND WE MAY
NEVER ACHIEVE AND SUSTAIN PROFITABILITY.
Since inception, we have incurred significant losses and have negative cash
flows from operations. For the years ended December 31, 2007 and 2006, we have
incurred net losses of $4,049,133 and $4,418,844, respectively.
IF WE DO NOT BECOME PROFITABLE WE MAY NOT BE ABLE TO CONTINUE OUR OPERATIONS.
Our future sales and profitability depend in part on our ability to demonstrate
to prospective customers the potential performance advantages of using voice
interface software. To date, commercial sales of our software have been limited.
WE HAVE A LIMITED OPERATING HISTORY WHICH MAKES IT DIFFICULT TO EVALUATE OUR
BUSINESS.
Our current corporate entity commenced operations in 1999 and has a limited
operating history. We have limited financial results on which you can assess our
future success. Our prospects must be considered in light of the risks, expenses
and difficulties frequently encountered by growing companies in new and rapidly
evolving markets, such as voice recognition software, media delivery systems and
electronic commerce. To address the risks and uncertainties we face, we must:
o Establish and maintain broad market acceptance of our products
and services and convert that acceptance into direct and
indirect sources of revenues.
o Maintain and enhance our brand name.
o Continue to timely and successfully develop new products,
product features and services and increase the functionality
and features of existing products.
o Successfully respond to competition, including emerging
technologies and solutions.
o Develop and maintain strategic relationships to enhance the
distribution, features and utility of our products and
services.
IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING OUR BUSINESS OPERATIONS WILL BE
HARMED.
We do not know if additional financing will be available when needed, or if it
is available, if it will be available on acceptable terms. Insufficient funds
may prevent us from implementing our business strategy or may require us to
delay, scale back or eliminate certain contracts for the provision of voice
interface software.
OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY.
As a result of our limited operating history and the rapidly changing nature of
the markets in which we compete, our quarterly and annual revenues and operating
results are likely to fluctuate from period to period. These fluctuations may be
caused by a number of factors, many of which are beyond our control.
For these reasons, you should not rely solely on period-to-period comparisons of
our financial results, if any, as indications of future results. Our future
operating results could fall below the expectations of public market analysts or
investors and significantly reduce the market price of our common stock.
Fluctuations in our operating results will likely increase the volatility of our
stock price.
THERE ARE A LARGE NUMBER OF SHARES UNDERLYING OUR SECURED CONVERTIBLE NOTES AND
WARRANTS THAT MAY BE AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES MAY
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.
As of June 12, 2008, the company had 866,370,985 shares of common stock issued
and outstanding, secured convertible notes outstanding in the aggregate
principal and accrued interest amount of $3,595,440 that may be converted into
an estimated 599,240,000 shares of common stock at current market prices taking
into account a discounted conversion factor of $0.006 per share price and
outstanding warrants to purchase 236,052,744 shares of common stock pursuant to
our Subscription Agreements. In addition, the number of shares of common stock
issuable upon conversion of the outstanding secured convertible notes may
increase if the market price of our stock declines. All of the shares, including
all of the shares issuable upon conversion of the secured convertible notes and
upon exercise of our warrants, may be sold without restriction. The sale of
these shares may adversely affect the market price of our common stock.
P-6
THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR SECURED CONVERTIBLE
NOTES COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES, WHICH
WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.
Our obligation to issue shares upon conversion of our secured convertible notes
under our Subscription Agreements is essentially limitless. The following is an
example of the amount of shares of our common stock that are issuable, upon full
conversion of our secured convertible notes and accrued interest in the amount
$3,595,440 at June 12, 2008, based on market prices 25%, 50% and 75% below the
applicable debt conversion discount price, as of June 12, 2008 of $0.006.
Note that the discounted conversion price on all convertible debt is the average
of the lowest of the three stock prices for the past 30 days multiplied by 80%.
% BELOW DISCOUNTED PRICE NUMBER OF SHARES ISSUABLE PERCENTAGE OF STOCK *
- ------- ---------------- ------------------------- ---------------------
25% $0.005 719,088,000 45.35%
50% $0.003 1,198,480,000 58.04%
75% $0.002 1,797,720,000 67,49%
As illustrated, the number of shares of common stock issuable upon conversion of
our secured convertible notes will increase if the market price of our stock
declines, which will cause dilution to our existing stockholders.
THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR SECURED CONVERTIBLE
NOTES MAY HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.
The secured convertible notes are convertible into shares of our common stock at
a 20% discount to the trading price of the common stock prior to the conversion.
The significant downward pressure on the price of the common stock as the
selling stockholders convert and sell material amounts of common stock could
have an adverse effect on our stock price. In addition, not only the sale of
shares issued upon conversion or exercise of secured convertible notes and
warrants, but also the mere perception that these sales could occur, may
adversely affect the market price of the common stock.
THE ISSUANCE OF SHARES UPON CONVERSION OF THE SECURED CONVERTIBLE NOTES AND
EXERCISE OF OUTSTANDING WARRANTS MAY CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION TO
OUR EXISTING STOCKHOLDERS.
The issuance of shares upon conversion of the secured convertible notes and
exercise of warrants may result in substantial dilution to the interests of
other stockholders since the selling stockholders may ultimately convert and
sell the full amount issuable on conversion. Although the selling stockholders
may not convert their secured convertible notes and/or exercise their warrants
if such conversion or exercise would cause them to own more than 9.99% of our
outstanding common stock, this restriction does not prevent the selling
stockholders from converting and/or exercising some of their holdings and then
converting the rest of their holdings. In this way, the selling stockholders
could sell more than this limit while never holding more than this limit. There
is no upper limit on the number of shares that may be issued which will have the
effect of further diluting the proportionate equity interest and voting power of
holders of our common stock, including investors in this offering.
IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING SECURED CONVERTIBLE
NOTES, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR
RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE SECURED CONVERTIBLE NOTES, IF
REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE
OF SUBSTANTIAL ASSETS.
In March 2006, May 2006, July 2006, August 2006 and September 2007, the Company
entered into a Subscription Agreement for the sale of an aggregate of $2,425,000
principal amount of secured convertible notes, as of June 10, 2008 $1,126,640 of
the principal is outstanding. In December 2006 the Company entered into a
Revolving Credit Note Agreement, the agreement allows at the option of the
holders, to convert all or part of the outstanding principal into shares of the
Company's common stock carrying the discount conversion features of the above
notes, the outstanding principal balance as of June 10, 2008 is $2,246,371. The
outstanding principal and accrued interest amounts of the above The outstanding
principal and accrued interest amounts of the above secured convertible notes
are due and payable two years from the date of issuance, unless sooner converted
into shares of our common stock. Any event of default such as our failure to
repay the principal or interest when due, our failure to issue shares of common
stock upon conversion by the holder, our failure to timely file a registration
statement or have such registration statement declared effective, breach of any
covenant, representation or warranty in the Subscription Agreement or related
convertible note, the assignment or appointment of a receiver to control a
substantial part of our property or business, the filing of a money judgment,
writ or similar process against our company in excess of $50,000, the
commencement of a bankruptcy, insolvency, reorganization or liquidation
proceeding against our company and the delisting of our common stock could
require the early repayment of the secured convertible notes, including a
default interest rate of 15% on the outstanding principal balance of the notes
if the default is not cured with the specified grace period. We anticipate that
the full amount of the secured convertible notes will be converted into shares
of our common stock, in accordance with the terms of the secured convertible
notes. If we were required to repay the secured convertible notes, we would be
required to use our limited working capital and raise additional funds. If we
were unable to repay the notes when required, the note holders could commence
legal action against us and foreclose on all of our assets to recover the
amounts due. Any such action would require us to curtail or cease operations.
P-7
IF AN EVENT OF DEFAULT OCCURS UNDER THE SECURITIES PURCHASE AGREEMENT, SECURED
CONVERTIBLE NOTES, WARRANTS, SECURITY AGREEMENT OR INTELLECTUAL PROPERTY
SECURITY AGREEMENT, THE INVESTORS COULD TAKE POSSESSION OF ALL OUR GOODS,
INVENTORY, CONTRACTUAL RIGHTS AND GENERAL INTANGIBLES, RECEIVABLES, DOCUMENTS,
INSTRUMENTS, CHATTEL PAPER, AND INTELLECTUAL PROPERTY.
In connection with the March, May, July and August 2006 Subscription Agreements,
we executed a Security Agreement in favor of the investors granting them a
security interest in all of our goods, inventory, contractual rights and general
intangibles, receivables, documents, instruments, chattel paper, and
intellectual property. The Security Agreement states that if an event of default
occurs under the Subscription Agreement, Secured Convertible Notes, Warrants, or
Security Agreement, the investors have the right to take possession of the
collateral, to operate our business using the collateral, and have the right to
assign, sell, lease or otherwise dispose of and deliver all or any part of the
collateral, at public or private sale or otherwise to satisfy our obligations
under these agreements.
RISKS RELATING TO OUR COMMON STOCK
IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE SECONDARY MARKET.
Companies trading on the OTC Bulletin Board, such as us, must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and
must be current in their reports under Section 13, in order to maintain price
quotation privileges on the OTC Bulletin Board. If we fail to remain current on
our reporting requirements, we could be removed from the OTC Bulletin Board. As
a result, the market liquidity for our securities could be severely adversely
affected by limiting the ability of broker-dealers to sell our securities and
the ability of stockholders to sell their securities in the secondary market.
OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:
o that a broker or dealer approve a person's account for
transactions in penny stocks; and
o the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:
o obtain financial information and investment experience
objectives of the person; and
o make a reasonable determination that the transactions in penny
stocks are suitable for that person and the person has
sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny
stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:
o sets forth the basis on which the broker or dealer made the
suitability determination; and
o that the broker or dealer received a signed, written agreement
from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult for
investors to dispose of our common stock and cause a decline in the market value
of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
P-8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We and our representatives may from time to time make written or oral statements
that are "forward-looking," including statements contained in this prospectus
and other filings with the Securities and Exchange Commission, reports to our
stockholders and news releases. All statements that express expectations,
estimates, forecasts or projections are forward-looking statements. In addition,
other written or oral statements which constitute forward-looking statements may
be made by us or on our behalf. Words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts,"
"may," "should," variations of such words and similar expressions are intended
to identify forward-looking statements. These statements are not guarantees of
future performance and involve risks, uncertainties, and assumptions which are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in or suggested by such
forward-looking statements. Among the important factors on which such statements
are based are assumptions concerning our ability to obtain additional funding,
our ability to compete against our competitors, our ability to integrate our
acquisitions and our ability to attract and retain key employees.
DETERMINATION OF OFFERING PRICE
The selling security holders may sell the common shares issued to them from
time-to-time at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions.
USE OF PROCEEDS
We will not receive any proceeds from the sale of common shares by the selling
shareholders pursuant to this prospectus. 40,500,000 common shares which may be
offered pursuant to this reoffer prospectus were granted under our 2005 Stock
Incentive Plan.
The selling shareholders will receive all proceeds from the sales of these
common shares, and they will pay any and all expenses incurred by them for
brokerage, accounting or tax services (or any other expenses incurred by them in
disposing of their common shares).
P-9
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus (the "Selling Shareholders")
are offering 40,500,000 shares of our common stock that may be offered and
resold from time to time by certain eligible participants and existing selling
shareholders in our 2005 Stock Incentive Plan.
A total of 60,000,000 shares of common stock have been reserved for issuance
under all awards that may be granted under our 2005 Stock Incentive Plan.
If, subsequent to the date of this reoffer prospectus, we grant any further
awards under the 2005 Stock Incentive Plan to any Eligible Participants who are
affiliates of our company (as defined in Rule 405 under the Securities Act),
Instruction C of Form S-8 requires that we supplement this reoffer prospectus
with the names of such affiliates and the amounts of securities to be reoffered
by them as selling stockholders.
The following table provides, as of June 12, 2008, information regarding the
beneficial ownership of our common shares held by each of the selling
shareholders, including:
1. the number of common shares owned by each selling shareholder
prior to this offering;
2. the total number of common shares that are to be offered by
each selling shareholder;
3. the total number of common shares that will be owned by each
selling shareholder upon completion of the offering;
4. the percentage owned by each selling shareholder; and
5. the identity of the beneficial holder of any entity that owns
the common shares.
Information with respect to beneficial ownership is based upon information
obtained from the selling shareholders. Information with respect to "Shares
Beneficially Owned Prior to the Offering" includes the shares issuable upon
exercise of the stock options held by the selling shareholders to the extent
these options are exercisable within 60 days of June 12, 2008. Information with
respect to "Shares Beneficially Owned After the Offering" assumes the sale of
all of the common shares offered by this prospectus and no other purchases or
sales of our common shares by the selling shareholders. Except as described
below and to our knowledge, the named selling shareholder beneficially owns and
has sole voting and investment power over all common shares or rights to these
common shares.
Because the selling shareholders may offer all or part of the common shares
currently owned which they own pursuant to the offering contemplated by this
reoffer prospectus, and because its offering is not being underwritten on a firm
commitment basis, no estimate can be given as to the amount of shares that will
be held upon termination of this offering. The common shares currently offered
by this reoffer prospectus may be offered from time to time by the selling
shareholders named below.
Number of Shares
Shares Beneficially Owned That May Be Shares Beneficially Owned Upon
Prior to This Offering ReOffered Pursuant Completion of the Offering
Name of Selling Shareholder Number(1) Percent(2) to the Prospectus(3) Number(1) Percent(2)
- --------------------------- --------- ---------- -------------------- --------- ----------
Bradley Ammon 0 0.0% 3,600,000 3,600,000 0.4%
Rahoul Sharan 0 0.0% 4,900,000 4,900,000 0.6%
Dean Weber 3,957,800 0.5% 32,000,000 35,957,800 4.2%
Totals: 3,957,800 0.5% 40,500,000 44,457,800 5.1%
* The address for the above listed officers and directors is c/o One
Voice Technologies, Inc., 4250 Executive Square, Suite 770, La Jolla,
CA 92307
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of common shares actually outstanding on June 12,
2008.
(2) Applicable percentage of ownership is based on 866,370,985 common shares
outstanding as of June 20, 2008.
P-10
(3) Consists of all shares of the Company's common stock which the Selling
Stockholder has the right to acquire through the exercise of options
granted under the Plan, whether or not such right has yet become
exercisable or will become exercisable within 60 days after June 12, 2008.
SINCE OUR COMPANY DOES NOT CURRENTLY MEET THE REGISTRANT REQUIREMENTS FOR USE OF
FORM S-3, THE AMOUNT OF COMMON SHARES WHICH MAY BE RESOLD BY MEANS OF THIS
REOFFER PROSPECTUS BY EACH OF THE SELLING STOCKHOLDERS, AND ANY OTHER PERSON
WITH WHOM HE OR SHE IS ACTING IN CONCERT FOR THE PURPOSE OF SELLING SECURITIES
OF OUR COMPANY, MUST NOT EXCEED, IN ANY THREE MONTH PERIOD, THE AMOUNT SPECIFIED
IN RULE 144(E) PROMULGATED UNDER THE SECURITIES ACT.
P-11
PLAN OF DISTRIBUTION
TIMING OF SALES
Under our 2005 Stock Incentive Plan (the "2005 Plan") we are authorized to issue
up to 60,000,000 shares of our common stock.
Subject to the foregoing, the selling stockholders may offer and sell the shares
covered by this prospectus at various times. The selling stockholders may offer
and sell the shares covered by this prospectus at various times. The selling
stockholders will act independently of our company in making decisions with
respect to the timing, manner and size of each sale.
NO KNOWN AGREEMENTS TO RESELL THE SHARES
To our knowledge, no selling stockholder has any agreement or understanding,
directly or indirectly, with any person to resell the common shares covered by
this prospectus.
OFFERING PRICE
The sales price offered by the selling stockholders to the public may be:
1. the market price prevailing at the time of sale;
2. a price related to such prevailing market price; or
3. such other price as the selling shareholders determine from
time to time.
MANNER OF SALE
The common shares may be sold by means of one or more of the following methods:
1. a block trade in which the broker-dealer so engaged will
attempt to sell the common shares as agent, but may position
and resell a portion of the block as principal to facilitate
the transaction;
2. purchases by a broker-dealer as principal and resale by that
broker-dealer for its account pursuant to this prospectus;
3. ordinary brokerage transactions in which the broker solicits
purchasers;
4. through options, swaps or derivatives;
5. in transactions to cover short sales;
6. privately negotiated transactions; or 7. in a combination of
any of the above methods.
The selling shareholders may sell their common shares directly to purchasers or
may use brokers, dealers, underwriters or agents to sell their common shares.
Brokers or dealers engaged by the selling shareholders may arrange for other
brokers or dealers to participate. Brokers or dealers may receive commissions,
discounts or concessions from the selling shareholders, or, if any such
broker-dealer acts as agent for the purchaser of common shares, from the
purchaser in amounts to be negotiated immediately prior to the sale. The
compensation received by brokers or dealers may, but is not expected to, exceed
that which is customary for the types of transactions involved.
Broker-dealers may agree with a selling shareholder to sell a specified number
of common shares at a stipulated price per common share, and, to the extent the
broker-dealer is unable to do so acting as agent for a selling shareholder, to
purchase as principal any unsold common shares at the price required to fulfill
the broker-dealer commitment to the selling shareholder.
Broker-dealers who acquire common shares as principal may thereafter resell the
common shares from time to time in transactions, which may involve block
transactions and sales to and through other broker-dealers, including
transactions of the nature described above, in the over-the-counter market or
otherwise at prices and on terms then prevailing at the time of sale, at prices
then related to the then-current market price or in negotiated transactions. In
connection with resales of the common shares, broker-dealers may pay to or
receive from the purchasers of shares commissions as described above.
P-12
If our selling shareholders enter into arrangements with brokers or dealers, as
described above, we are obligated to file a post-effective amendment to this
registration statement disclosing such arrangements, including the names of any
broker-dealers acting as underwriters.
The selling shareholders and any broker-dealers or agents that participate with
the selling shareholders in the sale of the common shares may be deemed to be
"underwriters" within the meaning of the Securities Act. In that event, any
commissions received by broker-dealers or agents and any profit on the resale of
the common shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act.
SALES PURSUANT TO RULE 144
Any common shares covered by this prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus.
REGULATION M
The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock. In particular we
will advise the selling shareholders that the anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of common shares in the
market and to the activities of the selling shareholders and their affiliates.
Regulation M under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for, or purchasing for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution.
Accordingly, during such times as a selling shareholder may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, the selling shareholder must comply with applicable law and,
among other things:
1. may not engage in any stabilization activities in connection
with our common stock;
2. may not cover short sales by purchasing shares while the
distribution is taking place; and
3. may not bid for or purchase any of our securities or attempt
to induce any person to purchase any of our securities other
than as permitted under the Exchange Act.
In addition, we will make copies of this prospectus available to the selling
shareholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act.
PENNY STOCK RULES
The SEC has adopted regulations which generally define "penny stock" to be any
equity security that has a market price (as defined) of less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "institutional accredited investors." The
term "institutional accredited investor" refers generally to those accredited
investors who are not natural persons and fall into one of the categories of
accredited investor specified in subparagraphs (1), (2), (3), (7) or (8) of Rule
501 of Regulation D promulgated under the Securities Act, including institutions
with assets in excess of $5,000,000.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document in a form required by the Securities and Exchange
Commission, obtain from the customer a signed and dated acknowledgement of
receipt of the disclosure document and to wait two business days before
effecting the transaction. The risk disclosure document provides information
about penny stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account.
The bid and offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt from these
rules, the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for the stock that is subject to these
penny stock rules. Consequently, these penny stock rules may affect the ability
of broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common stock.
P-13
STATE SECURITIES LAWS
Under the securities laws of some states, the common shares may be sold in such
states only through registered or licensed brokers or dealers. In addition, in
some states the common shares may not be sold unless the shares have been
registered or qualified for sale in the state or an exemption from registration
or qualification is available and is complied with.
EXPENSES OF REGISTRATION
We are bearing all costs relating to the registration of the common stock. These
expenses are estimated to be $7,500, including, but not limited to, legal,
accounting, printing and mailing fees. The selling shareholders, however, will
pay any commissions or other fees payable to brokers or dealers in connection
with any sale of the common stock.
LEGAL MATTERS
The validity of the common stock has been passed upon by Sichenzia Ross Friedman
Ference LLP, New York, New York.
EXPERTS
The financial statements included in the Prospectus have been audited by PMB
Helin Donovan, LLP, an independent registered public accounting firm, to the
extent and for the periods set forth in their report appearing elsewhere herein
and are included in reliance upon such report given upon the authority of said
firm as experts in auditing and accounting.
INFORMATION INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by reference
certain of our publicly-filed documents into this prospectus, which means that
such information is considered part of this prospectus. Information that we file
with the SEC subsequent to the date of this prospectus will automatically update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under all documents subsequently
filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the selling stockholders have sold all of the shares
offered hereby or such shares have been deregistered.
The following documents filed with the SEC are incorporated herein by reference:
o Reference is made to the Registrant's amendments to annual
report on Form 10-KSB for the period ending December 31, 2007,
as filed with the SEC on April 4, 2008, which are hereby
incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form
10-Q for the period ending March 31, 2008, as filed with the
SEC on May 15, 2008, which is hereby incorporated by
reference.
o Reference is made to the description of the Registrant's
common stock as contained in its Registration Statement on
Form 10-SB12G/A, filed with the Commission on March 1, 2000,
including all amendments and reports filed with the Commission
for the purpose of updating such description, which is hereby
incorporated by reference.
We will provide without charge to each person to whom a copy of this prospectus
has been delivered, on written or oral request a copy of any or all of the
documents incorporated by reference in this prospectus, other than exhibits to
such documents. Written or oral requests for such copies should be directed to
Dean Weber at 4250 Executive Square, Ste 770, La Jolla CA 92037 or (858)
552-4466.
----------
P-14
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Under the Nevada General Corporation Law and our Articles of Incorporation, as
amended, and our Bylaws, our directors will have no personal liability to us or
our stockholders for monetary damages incurred as the result of the breach or
alleged breach by a director of his "duty of care." This provision does not
apply to the directors' (i) acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) acts or omissions
that a director believes to be contrary to the best interests of the corporation
or its stockholders or that involve the absence of good faith on the part of the
director, (iii) approval of any transaction from which a director derives an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the corporation or its stockholders in circumstances
in which the director was aware, or should have been aware, in the ordinary
course of performing a director's duties, of a risk of serious injury to the
corporation or its stockholders, (v) acts or omissions that constituted an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its stockholders, or (vi) approval of an unlawful
dividend, distribution, stock repurchase or redemption. This provision would
generally absolve directors of personal liability for negligence in the
performance of duties, including gross negligence.
The effect of this provision in our Articles of Incorporation and Bylaws is to
eliminate the rights of our Company and our stockholders (through stockholder's
derivative suits on behalf of our Company) to recover monetary damages against a
director for breach of his fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (vi) above. This provision does not
limit nor eliminate the rights of our Company or any stockholder to seek
non-monetary relief such as an injunction or rescission in the event of a breach
of a director's duty of care. In addition, our Bylaws provide that if the Nevada
General Corporation Law is amended to authorize the future elimination or
limitation of the liability of a director, then the liability of the directors
will be eliminated or limited to the fullest extent permitted by the law, as
amended. The Nevada General Corporation Law grants corporations the right to
indemnify their directors, officers, employees and agents in accordance with
applicable law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act" or "Securities Act") may be permitted to directors, officers or
persons controlling our Company pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
ADDITIONAL INFORMATION AVAILABLE TO YOU
This prospectus is part of a Registration Statement on Form S-8 that we filed
with the SEC. Certain information in the Registration Statement has been omitted
from this prospectus in accordance with the rules of the SEC. We file annual,
quarterly and special reports, proxy statements and other information with the
SEC. You can inspect and copy the Registration Statement as well as reports,
proxy statements and other information we have filed with the SEC at the public
reference room maintained by the SEC at 100 F Street N.E. Washington, D.C.
20549, You can obtain copies from the public reference room of the SEC at 100 F
Street N.E. Washington, D.C. 20549, upon payment of certain fees. You can call
the SEC at 1-800-732-0330 for further information about the public reference
room. We are also required to file electronic versions of these documents with
the SEC, which may be accessed through the SEC's World Wide Web site at
http://www.sec.gov. No dealer, salesperson or other person is authorized to give
any information or to make any representations other than those contained in
this prospectus, and, if given or made, such information or representations must
not be relied upon as having been authorized by us. This prospectus does not
constitute an offer to buy any security other than the securities offered by
this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by any person in any jurisdiction where such offer or solicitation is
not authorized or is unlawful. Neither delivery of this prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our company since the date hereof.
----------
P-15
-----------------
ONE VOICE TECHNOLOGIES, INC.
40,500,000 shares of Common Stock
to be Offered and Sold by Selling Stockholders
June 25, 2008
-----------------------------------------
PROSPECTUS
-----------------------------------------
- --------------------------------------------------------------------------------
No dealer, salesman or other person has been authorized to give any information
or to make any representations other than those contained in this reoffer
prospectus. Any information or representations not herein contained, if given or
made, must not be relied upon as having been authorized by One Voice
Technologies, Inc. This reoffer prospectus does not constitute an offer or
solicitation in respect to these securities in any jurisdiction in which such
offer or solicitation would be unlawful. The delivery of this reoffer prospectus
shall not, under any circumstances, create any implication that there has been
no change in the affairs of One Voice Technologies, Inc. or that the information
contained herein is correct as of any time subsequent to the date of this
reoffer prospectus. However, in the event of a material change, this reoffer
prospectus will be amended or supplemented accordingly.
- --------------------------------------------------------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration Statement
the documents listed below. In addition, all documents subsequently filed
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents:
The following documents filed with the SEC are incorporated herein by reference:
o Reference is made to the Registrant's amendments to annual
report on Form 10-KSB for the period ending December 31, 2007,
as filed with the SEC on April 4, 2008, which are hereby
incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form
10-Q for the period ending March 31, 2008, as filed with the
SEC on May 15, 2008, which is hereby incorporated by
reference.
o Reference is made to the description of the Registrant's
common stock as contained in its Registration Statement on
Form 10-SB12G/A, filed with the Commission on March 1, 2000,
including all amendments and reports filed with the Commission
for the purpose of updating such description, which is hereby
incorporated by reference.
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, as
amended, and our Bylaws, our directors will have no personal liability to us or
our stockholders for monetary damages incurred as the result of the breach or
alleged breach by a director of his "duty of care." This provision does not
apply to the directors' (i) acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) acts or omissions
that a director believes to be contrary to the best interests of the corporation
or its stockholders or that involve the absence of good faith on the part of the
director, (iii) approval of any transaction from which a director derives an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the corporation or its stockholders in circumstances
in which the director was aware, or should have been aware, in the ordinary
course of performing a director's duties, of a risk of serious injury to the
corporation or its stockholders, (v) acts or omissions that constituted an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its stockholders, or (vi) approval of an unlawful
dividend, distribution, stock repurchase or redemption. This provision would
generally absolve directors of personal liability for negligence in the
performance of duties, including gross negligence.
The effect of this provision in our Articles of Incorporation and Bylaws is to
eliminate the rights of our Company and our stockholders (through stockholder's
derivative suits on behalf of our Company) to recover monetary damages against a
director for breach of his fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (vi) above. This provision does not
limit nor eliminate the rights of our Company or any stockholder to seek
non-monetary relief such as an injunction or rescission in the event of a breach
of a director's duty of care. In addition, our Bylaws provide that if the Nevada
General Corporation Law is amended to authorize the future elimination or
limitation of the liability of a director, then the liability of the directors
will be eliminated or limited to the fullest extent permitted by the law, as
amended. The Nevada General Corporation Law grants corporations the right to
indemnify their directors, officers, employees and agents in accordance with
applicable law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act" or "Securities Act") may be permitted to directors, officers or
persons controlling our Company pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
II-1
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The 40,500,000 shares of common stock to be sold by the selling stockholders
pursuant to this Registration Statement are issuable upon exercise of
outstanding stock options issued pursuant to the Registrant's 2005 Stock
Incentive Plan, as amended. The stock options were issued pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
------ -------
5.1 Opinion of Sichenzia Ross Friedman Ference LLP
23.1 Consent of Sichenzia Ross Friedman Ference LLP is contained in
Exhibit 5.1.
23.2 Consent of PMB Helin Donovan, LLP.
99.1 2005 Stock Incentive Plan
99.2 2008 Stock Compensation Plan
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ITEM 9. UNDERTAKINGS.
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i), and (1)(ii) do not apply if
the Registration Statement is on Form S-8 and if the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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.
(5) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
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(A) Each prospectus filed by a Registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the
registration statement; and
(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5) or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the
registration statement to which the prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof. PROVIDED, HOWEVER, that no
statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining liability of a Registrant
under the Securities Act of 1933 to any purchaser in the initial distribution of
the securities, each undersigned Registrant undertakes that in a primary
offering of securities of an undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of an undersigned
Registrant relating to the offering required to be filed pursuant to
Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of an undersigned Registrant or used or
referred to by an undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about an
undersigned Registrant or its securities provided by or on behalf of an
undersigned Registrant; and
(iv) Any other communication that is an offer in the offering
made by an undersigned Registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant 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 registrant 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
registrant 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 whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant 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
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the La Jolla, State of California, on June 25, 2008.
ONE VOICE TECHNOLOGIES, INC.
By: /S/ DEAN WEBER
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Dean Weber
PRESIDENT AND CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER),
INTERIM CHIEF FINANCIAL OFFICER
(PRINCIAPL ACCOUNTING AND FINANCIAL OFFICER)
AND CHAIRMAN OF THE BOARD
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Dean Weber his true and lawful attorneys-in-fact, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and to sign a
registration statement pursuant to Section 462(b) of the Securities Act of 1933,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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: Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
In accordance with the requirements of the Securities Act of 1933, as
amended, this Form S-8 has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Dean Weber President and Chief Executive Officer June 25, 2008
- --------------------------- (Principal Executive Officer),
Dean Weber Interim Chief Financial Officer
(Principal Accounting and Financial
Officer) and Chairman of the Board
/s/ Rahoul Sharan Director June 25, 2008
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Rahoul Sharan
/s/ Bradley J. Ammon Director June 25, 2008
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Bradley J. Ammon
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