================================================================================
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): January 26, 2007
IVOICE, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its chapter)
NEW JERSEY 000-29341 51-0471976
- --------------------------------------------------------------------------------
(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))
================================================================================
SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 9, 2006, iVoice, Inc. entered into a Stock Purchase Agreement dated
August 7, 2006 (the "Stock Purchase Agreement") by and among Thomas
Pharmaceuticals Ltd., ("TPL"), a wholly owned subsidiary of iVoice, Thomas
Pharmaceutical Acquisition Corp. ("Thomas Acquisition") and iVoice, Inc.,
whereby Thomas Acquisition agreed to purchase all of the securities of TPL (the
"Securities"), for the purchase price of $1,235,100 plus twenty-five (25%)
percent thereof, plus interest and dividends accrued under the terms of such
securities through the Closing Date.
On January 26, 2007, iVoice, Inc. ("iVoice") closed on an Extension Agreement
(the "Extension Agreement") dated January 25, 2007 by and among Thomas
Pharmaceuticals Ltd., Thomas Pharmaceutical Acquisition Corp. and iVoice, Inc.
This Extension Agreement amended the Stock Purchase Agreement among the parties
whereby the Expiration Date provided for in Article X Section 10.1(d) of the
Stock Purchase Agreement was extended to and through the date on which the
Securities and Exchange Commission declares effective a Registration Statement
for the distribution of common stock of TPL to the shareholders of the iVoice
(the "Spin-off") and Thomas Acquisition shall have the right to purchase the
Securities through such Expiration Date as extended in this Extension Agreement.
The Extension Agreement is filed as Exhibit 10.1 hereto.
Additionally, Thomas Acquisition, a entity unaffiliated with iVoice or TPL,
issued two debentures for the sum of Two Hundred Thousand Dollars ($200,000),
one convertible into common stock of TPL and the other convertible into TPL
Series B Convertible Preferred Stock. One of these convertible debentures was
secured with the assets of TPL, subordinate to the security interest previously
granted to iVoice. The net proceeds from the convertible debentures were loaned
to TPL in the form of a Promissory Note. The Promissory Note bears interest at
the rate of ten percent (10%) per annum and has a term of seven (7) years. The
Secured Convertible Debenture is filed as Exhibit 10.2 hereto, the Convertible
Debenture is filed as Exhibit 10.3 hereto, the Promissory Note is filed as
Exhibit 10.4 hereto and the Security Agreement is filed as Exhibit 10.5 hereto.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Extension Agreement by and among Thomas Pharmaceuticals
Ltd., Thomas Pharmaceutical Acquisition Corp. and
iVoice, Inc. dated January 26, 2007.
10.2 Secured Convertible Debenture dated January 26, 2007.
10.3 Convertible Debenture dated January 26, 2007.
10.4 Promissory Note dated January 26, 2007.
10.5 Security Agreement dated January 26, 2007.
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: January 31, 2007 By: /s/ Jerome R. Mahoney
----------------------------
Jerome R. Mahoney
President, Secretary and
Chief Executive Officer
INDEX OF EXHIBITS
10.1 Extension Agreement by and among Thomas Pharmaceuticals Ltd.,
Thomas Pharmaceutical Acquisition Corp. and iVoice, Inc. dated
January 26, 2007.
10.2 Secured Convertible Debenture dated January 26, 2007.
10.3 Convertible Debenture dated January 26, 2007.
10.4 Promissory Note dated January 26, 2007.
10.5 Security Agreement dated January 26, 2007.