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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported event): September 22, 2005
IVOICE TECHNOLOGY, INC.
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(Exact name of registrant as specified in its chapter)
NEW JERSEY 333-120490 20-1862731
(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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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 22, 2005, iVoice Technology, Inc. entered into a Standby
Equity Distribution Agreement (the "SEDA") with Cornell Capital Partners, LP
("Cornell") whereby Cornell agrees to purchase up to $10 million of the
Company's Class A Common Stock (the "Common Stock") over a two year period. The
shares issuable under the SEDA must be first registered under the Securities Act
of 1933, as amended. The purchase price of the Common Stock shall be at
ninety-five percent (95%) of the lowest trading price of the Company's Common
Stock during the five consecutive trading day period following the notification
by the Company of its request for an advance from Cornell under the SEDA. In
connection with the SEDA, the Company entered into an Escrow Agreement,
Registration Rights Agreement and Placement Agent Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
c) Exhibits
10.1 Standby Equity Distribution Agreement dated September 22, 2005
between iVoice Technology, Inc. and Cornell Capital Partners, LP.
10.2 Registration Rights Agreement dated September 22, 2005 between
iVoice Technology, Inc. and Cornell Capital Partners, LP.
10.3 Placement Agent Agreement dated September 22, 2005 by and among
between iVoice Technology, Inc., Cornell Capital Partners, LP. and
Monitor Capital, Inc.
10.4 Escrow Agreement dated September 22, 2005 by and among between
iVoice Technology, Inc., Cornell Capital Partners, LP. and David
Gonzalez, Esq.
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: September 29, 2005 By: /s/ Mark Meller
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Mark Meller
President, and Chief Executive Officer
INDEX OF EXHIBITS
10.1 Standby Equity Distribution Agreement dated September 22, 2005 between
iVoice Technology, Inc. and Cornell Capital Partners, LP.
10.2 Registration Rights Agreement dated September 22, 2005 between iVoice
Technology, Inc. and Cornell Capital Partners, LP.
10.3 Placement Agent Agreement dated September 22, 2005 by and among between
iVoice Technology, Inc., Cornell Capital Partners, LP. and Monitor
Capital, Inc.
10.4 Escrow Agreement dated September 22, 2005 by and among between iVoice
Technology, Inc., Cornell Capital Partners, LP. and David Gonzalez, Esq.