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FORM 8-K
Current Report Pursuant
To Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 21, 2000
Date of report (Date of earliest event reported)
IP VOICE.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
0-27917
(Commission File Number)
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<S> <C>
Nevada 65-0729900
(State or other Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or organization)
5050 N. 19th Avenue, Suite 416/417
Phoenix, Arizona 85015
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (602) 335-1231
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1. Changes in Control of Registrant.
None
ITEM 2. Acquisition or Disposition of Assets.
None
ITEM 3. Bankruptcy or Receivership.
None
ITEM 4. Changes in Registrant's Certifying Accountant.
None
ITEM 5. Other Events
On April 21, 2000, the Registrant announced its pending tender
offer to Unitholders, who purchased interests in the Corporation in the private
placement, which began in February 1999 and ended in June 1999. In the private
placement, each Unit consisted of 1) a two year Note in the principal amount of
$24,900, 2) a Warrant for 18,750 shares of Registrant's common stock
exercisable at any time during the term of the Note, including any extension,
at $.9875 per share, and 3) 25 shares of Senior Convertible Preferred Stock
with a conversion feature providing that in the event of default in payment on
the Notes that is not cured within a reasonable time, all outstanding Senior
Convertible Preferred Stock will be converted into common stock in an amount of
shares which shall, immediately after issuance, equal 51% of Registrant's
issued and outstanding shares, warrants, and options. There are 46 Units
outstanding.
Under the tender offer, the Unitholder may elect one of three
options: 1) convert all or any portion of the Units into shares of Registrant's
common stock; 2) allow the amendment of all or any part of the existing Notes
to secure them with certain of Registrant's assets and make them convertible at
the Unitholder's option into shares of common stock at any time at a fixed
rate, but only if the Unitholder agrees to surrender the shares of Senior
Convertible Preferred Stock relating to the amended notes and accept future
interest payments on the amended notes in either cash or, at the Registrant's
option, shares of Registrant's common stock that may be restricted as well as
free trading; or 3) retain the Units. If all Unitholders were to convert their
Units to common stock, all outstanding shares of Senior Convertible Preferred
Stock would be returned and the issued and outstanding shares of Registrant's
Common Stock would increase by 820,272 shares. A copy of the filed Tender Offer
Statement, filed with the Securities Exchange Commission on April 21, 2000
(File Number 005-58889) is incorporated by reference.
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ITEM 6. Resignations of Registrant's Directors.
None
ITEM 7. Financial Statements and Exhibits.
None
ITEM 8. Change in Fiscal Year.
None
SIGNATURES
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 thereunto duly authorized.
Date 5/5/2000 IP VOICE.COM, INC.
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/s/ Barbara S. Will
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Barbara S. Will
Director, President and Chief Operating
Officer
