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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported event): January 6, 2006
IVOICE, INC.
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(Exact name of registrant as specified in its chapter)
NEW JERSEY 000-29341 51-0471976
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(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
750 HIGHWAY 34, MATAWAN, NJ 07747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 441-7700
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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))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 6, 2006, iVoice, Inc. (the "Company") entered into an Agreement and
Plan of Merger (the "Agreement") with Thomas Pharmaceuticals, Ltd. (f/k/a iVoice
Acquisition Corp.), a New Jersey corporation ("Thomas NJ"), a wholly owned
subsidiary of the Company, Thomas Pharmaceuticals Ltd., a New York corporation
("Thomas NY"), Farris M. Thomas, Jr., an individual ("Thomas"), John E. Lucas,
an individual ("Lucas") Richard C. Brogle, ("Brogle"), Nina Schwalbe, an
individual, "Schwalbe"), John H. Kirkwood, an individual ("Kirkwood"), and
Maureen Gillespie, an individual ("Gillespie") (Brogle, Schwalbe, Kirkwood,
Gillespie, Thomas and Lucas are collectively as the "Shareholders"). Under the
terms of the Agreement, Thomas NY merged into a wholly owned subsidiary of the
Company, Thomas NJ. The Shareholders of Thomas NY exchanged all of their common
stock shares of Thomas NY for 500,000 Thomas NJ Series A Convertible Preferred
Stock ("Series A Preferred Stock") shares. The Series A Preferred Stock
shareholders can elect to have the Company spin-off Thomas NJ from iVoice. The
Company can elect to spin-off Thomas NJ from iVoice anytime after the first
anniversary of the merger of Thomas NY into Thomas NJ. The following additional
documents and/or transactions were completed as part of the Agreement:
a. The Company purchased $325,000 of Thomas NJ Series B Convertible
Preferred Stock ("Series B Preferred Stock"), a $360,000 10% Secured
Convertible Debenture issued by Thomas NJ (the "Initial Convertible
Debenture") and a $100,000 10% Administrative Service Convertible
Debenture ("Administrative Debenture"). The Administrative Debenture
was issued by Thomas NJ to compensate the Company for the
administrative services that it will provide to Thomas NJ under the
Administrative Services Agreement. The purchase of the Series B
Preferred Stock and the Initial Convertible Debenture provided working
capital to Thomas NJ.
b. The Company also agreed to purchase an additional debenture in the
principal amount of at least $225,000 on or before April 30, 2006 and
additional $225,000 of Series B Preferred Stock on or before April 30,
2006. Finally, the Company further agreed that if Thomas NJ generates
sales of $1 million in the period beginning on January 1, 2006 and
ending on September 30, 2006, then the Company will purchase from
Thomas NJ an additional debenture in the principal amount of at least
$200,000 on or before December 31, 2006 and an additional $200,000 of
Series B Preferred Stock on or before December 31, 2006.
c. A Security Agreement was execute by the Company and Thomas NJ to
secure the obligations of Thomas NJ under the various debentures set
forth above.
d. The Company also entered into a Registration Rights Agreement whereby
it agreed, upon the common stock of Thomas NJ being registered under
the Securities Exchange Act of 1934, as amended, to registered 1
billion shares of Thomas NJ common stock that will be issued upon the
conversion of the convertible debentures, the Administrative
Debenture, the Series A Convertible Preferred Stock and the Series B
Convertible Preferred Stock.
e. Thomas NJ entered into an Employment Agreement with Farris M. Thomas,
Jr. to serve as its President through December 31, 2008 at an annual
salary of $72,000 with annual cost of living increases. Additionally,
Mr. Thomas will receive incentive compensation equal to 2.5% of net
sales in excess of $1 million in fiscal 2006 and 2007 and 4% of net
sales over $6 million in fiscal 2008.
f. Thomas NJ entered into an Employment Agreement with John E. Lucas to
serve as its Chief Executive Officer through December 31, 2008 at an
annual salary of $60,000 with annual cost of living increases.
Additionally, Mr. Lucas will receive incentive compensation equal to
2.5% of net sales in excess of $1 million in fiscal 2006 and 2007 and
4% of net sales over $6 million in fiscal 2008.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
On January 10, 2006 the Company issued a press release entitled: "iVoice
Completes Acquisition of Thomas Pharmaceuticals" that is attached herein as
Exhibit 99.1.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
D) EXHIBITS
99.1 Press release dated January 10, 2006 entitled:
"iVoice Completes Acquisition of Thomas Pharmaceuticals"
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: February 7, 2006 By: /s/ Jerome R. Mahoney
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Jerome R. Mahoney
President, Secretary and
Chief Executive Officer
INDEX OF EXHIBITS
99.1 Press release dated January 10, 2006 entitled: "iVoice Completes
Acquisition of Thomas Pharmaceuticals".