================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
FORM 8-K
___________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported event): August 23, 2005
IVOICE TECHNOLOGY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its chapter)
NEW JERSEY 000-1307969 20-1862731
- ------------- ----------- -------------------
(State of (Commission (I.R.S. Employer
organization) File Number) 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
--------------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 23, 2005, Arie Seidler verbally notified the Board of
Directors that he tendered his resignation as President, Chief Executive Officer
and Chief Financial Officer of iVoice Technology, Inc. On August 26, 2005, the
Company and Mr. Seidler entered into a Resignation Agreement whereby: (i) Mr.
Seidler confirmed his aforementioned resignation, (ii) the Company and Mr.
Seidler mutually agreed to terminate the Employment Agreement between the
Company and Mr. Seidler initially dated August 1, 2004, as amended and (iii) the
Company and Mr. Seidler mutually released each other from any claims that may
have accrued against the other.
On August 26, 2005, the Board of Directors unanimously elected Mark
Meller to serve as President, Chief Executive Officer and Chief Financial
Officer of the Company to replace Mr. Seidler. Mr. Meller has served as
President, Chief Executive Officer and Chief Financial Officer and a director of
Deep Field Technologies, Inc. since October 1, 2004. Mr. Meller has also been
the President, Chief Executive Officer and Chief Financial Officer of Trey
Resources and a director of Trey Resources since September 2003. Since 1988, Mr.
Meller has been Chief Executive Officer of Bristol Townsend & Co., Inc., a New
Jersey-based consulting firm providing merger and acquisition advisory services
to middle market companies. From 1986 to 1988, Mr. Meller was Vice President of
Corporate Finance and General Counsel of Crown Capital Group, Inc., a New
Jersey-based consulting firm providing advisory services for middle market
leveraged buy-outs. Prior to 1986, Mr. Meller was a financial consultant and
practiced law in New York City. He is a member of the New York State Bar.
On August 26, 2005, the Board of Directors unanimously approved an
Employment Agreement between the Company and Mr. Meller for Mr. Meller to serve
as the Company's President, Chief Executive Officer and Chief Financial Officer.
The term of the Employment Agreement will expire on August 31, 2006. The
Employment Agreement provides for annual compensation of $85,000 which is
deferred, except for $20,000, until such time that the Board of Directors
determines, in its sole discretion, that the Company has sufficient financial
resources to pay the deferred compensation in cash, or the Board may determine,
in its sole discretion, to issue Mr. Meller one share of Class B Common Stock,
$.01 par value per share, for each dollar owed in compensation or,
alternatively, the number of shares of our Class A Common Stock, no par value
per share, calculated by dividing (x) the total dollars owed in compensation by
(y) eighty percent (80%) of the lowest issue price of our Class A Common Stock.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
c) Exhibits
10.1 Resignation Agreement dated August 26, 2005 between
iVoice Technology, Inc. and Arie Seidler.
10.2 Employment Agreement dated August 29, 2005 between
iVoice Technology, Inc. and Mark Meller.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IVOICE, INC,
Date: August 29, 2005 By: /s/ Mark Meller
------------------------
Mark Meller
President, and Chief Executive Officer
INDEX OF EXHIBITS
-----------------
10.1 Resignation Agreement dated August 26, 2005 between iVoice
Technology, Inc. and Arie Seidler.
10.2 Employment Agreement dated August 29, 2005 between iVoice
Technology, Inc. and Mark Meller.