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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): April 16, 2007
IVOICE TECHNOLOGY, INC.
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(Exact name of registrant as specified in its chapter)
NEW JERSEY 333-120490 20-1862731
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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 April 16, 2007, iVoice Technology, Inc. issued a Secured Convertible
Debenture (the "Debenture") to Cornell Capital Partners, LP. ("Cornell") for the
sum of $700,000 in exchange for a previously issued promissory note for the same
amount. The Debenture has a term of three years, pays interest at the rate of 5%
per annum and is convertible into the Company's Class A Common Stock at a
Conversion Price equal to eighty percent (80%) of the lowest closing Bid Price
of the Common Stock during the five (5) trading days immediately preceding the
Conversion Date. Additionally, on April 16, 2007, the Company, Cornell and the
Company's transfer agent, Fidelity Transfer Company, entered into an Irrevocable
Transfer Agent Instructions related to the conversion of the Debenture.
On April 16, 2007, the Company and Cornell entered into an Amendment to
the Amended and Restated Standby Equity Distribution Agreement dated as of the
12th day of December 2005 which revised the restrictions upon the Company's
ability to sell equity.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See Item 1.01
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
See Item 1.01 regarding the issuance of the Debenture. We relied upon
the exemption provided in Section 4(2) of the Securities Act and/or Rule 506
thereunder, which covers "transactions by an issuer not involving any public
offering," to issue securities discussed above without registration under the
Securities Act of 1933, as amended.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 $700,000 Secured Convertible Debenture dated March 30, 2007.
10.2 Irrevocable Transfer Agent Instructions by and among the Company,
Cornell Capital Partners, LP and Fidelity Transfer Company.
10.3 Amendment to the Amended and Restated Standby Equity Distribution
Agreement dated as of the 12th day of December 2005 by and between the
Company and Cornell Capital Partners, LP dated April 16, 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 TECHNOLOGY, INC,
Date: April 18, 2007 By: /s/ Jerome Mahoney
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Jerome Mahoney
President and Chief Executive Officer
INDEX OF EXHIBITS
10.1 $700,000 Secured Convertible Debenture dated March 30, 2007.
10.2 Irrevocable Transfer Agent Instructions by and among the Company,
Cornell Capital Partners, LP and Fidelity Transfer Company.
10.3 Amendment to the Amended and Restated Standby Equity Distribution
Agreement dated as of the 12th day of December 2005 by and between the
Company and Cornell Capital Partners, LP dated April 16, 2007.