================================================================================
As filed with the Securities and Exchange Commission on November 20, 2003.
Registration No. 333-___________________________
Securities and Exchange Commission
Washington, D.C. 20549
Form S-8
Registration Statement Under
The Securities Act of 1933
iVoice, Inc..
(Exact name of Registrant as specified in its charter)
New Jersey 51-0471976
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
750 Highway 34, Matawan, NJ 07747
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 441-7700
iVoice, Inc. 2003 Stock Incentive Plan
--------------------------------------
(Full title of Plan)
Jerome R. Mahoney, President and Chief Executive Officer
iVoice, Inc.
750 Highway 34
Matawan, New Jersey 07747
(732) 441-7700
(Name, address, including Zip Code and telephone number
including area code of agent for service)
With a Copy to:
Lawrence A. Muenz, Esq.
Meritz & Muenz LLP.
Three Hughes Place
Dix Hills, New York 11746
================================================================================
Calculation of Registration Fee
Title of each Proposed Proposed
class of maximum maximum Amount of Total
securities to amount to be offering price aggregate registration
be registered registered per unit offering price fee
- -------------------------------------------------------------------------------
Common Stock 250,000,000 $.0038 $950,000 $77
- -------------------------------------------------------------------------------
(1) Price calculated in accordance with Rule 457(c) of the regulations
promulgated under Securities Act of 1933.
Approximate date of proposed sale to the public: This Registration Statement
shall become effective upon filing with the Commission.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In accordance with the requirements of the Securities Exchange Act of 1934,
the Company periodically files certain reports and other information with the
Commission. The following documents filed with the Commission are hereby
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002;
2. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 2003, June 30, 2003 and September 30, 2003.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all remaining securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents. Any statement in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for the purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Lawrence A. Muenz, partner of Meritz & Muenz LLP., who will render an
opinion herein regarding the validity of the securities being registered herein,
has previously entered into an agreement with the Company for the payment of
legal fees in the form of common stock to be issued under the iVoice, Inc. 2003
Incentive Stock Plan equal in value to $37,500 calculated upon the closing price
of the Company's common stock on June 30, 2003, equal to 41,666,667 shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The New Jersey Business Corporation Act provides that a New Jersey corporation
is required to indemnify a director or officer against his or her expenses to
the extent that such director or officer has been successful on the merits or
otherwise in any proceeding against such director or officer by reason of his or
her being or having been such director or officer. A New Jersey corporation also
has the power to indemnify a director or officer against his or her expenses and
liabilities in connection with any proceeding involving the director or officer
by reason of his or her being or having been such a director or officer if such
a director or officer acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation (or in
the case of a proceeding by or in the right of the corporation, upon an
appropriate determination by a court); and with respect to any criminal
proceeding, such director or officer had no reasonable cause to believe his or
her conduct was unlawful. No indemnification shall be made to or on behalf of a
director or officer if a judgment or final adjudication adverse to the director
or officer establishes that his or her omissions (a) were in breach of his or
her duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
director or officer of an improper personal benefit.
3
Additionally, as permitted by the General Corporation Law of the State of New
Jersey, Article VIII of the Company's Certificate of Incorporation provides that
no director of the Company shall incur personal liability to the Company or its
stockholders for monetary damages for breach of his or her fiduciary duty as a
director; provided, however, that this provision does not eliminate or limit the
liability of a director for (i) any breach of the director's duty of loyalty to
the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) the
unlawful payment of dividends or unlawful purchase or redemption of stock or
(iv) any transaction from which the director derived an improper personal
benefit.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons 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 Securities Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
5.1. Legal Opinion of Meritz & Muenz LLP.
10.1 iVoice, Inc. 2003 Stock Incentive Plan.
23. Consent of Experts and Counsel
23.1 Consent of Mendlowitz Weitsen, LLP
23.2 Consent of Meritz & Muenz LLP. (See Exhibit 5.1)
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(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, as amended (the "Securities Act");
(ii) 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. 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 and 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
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
4
(iii) 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 registrant 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.
(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.
(b) 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 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
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 Securities Act and will be governed by the final
adjudication of such issue.
5
SIGNATURES
Pursuant to 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 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 Matawan, New Jersey, on November 20, 2003.
IVOICE, INC.
By: /s/ Jerome Mahoney
--------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
By: /s/ Jerome Mahoney
--------------------------
Jerome R. Mahoney
President,
Chief Executive Officer,
Principal Financial Officer and
Director
IVOICE, INC. 2003 STOCK INCENTIVE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Board of
Directors of the Registrant who administers the iVoice, Inc. 2003 Stock
Incentive Plan have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Matawan, New Jersey, on
November 20, 2003.
By: /s/ Jerome Mahoney
--------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Financial Officer
6
INDEX OF EXHIBITS
5.1. Legal Opinion of Meritz & Muenz LLP
10.1 iVoice, Inc. 2003 Stock Incentive Plan
23. Consent of Experts and Counsel
23.1 Consent of Mendlowitz Weitsen, LLP
7