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FORM 8-K
Current Report Pursuant
To Section 13 or 15 (d) of the
Securities Exchange Act of 1934
May 24, 2000
Date of report (Date of earliest event reported)
IPVOICE.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
0-27917
(Commission File Number)
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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
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. Other Events
On May 19, 2000, the Registrant completed a tender offer which reduced
the outstanding shares of it Senior Convertible Preferred Stock by approximately
83%, reduced its outstanding debt by $753,450, and reduced the number of
outstanding warrants to purchase common stock by 571,875. Another $186,750 of
debt was restructured. In connection with the tender offer, IPVoice.com is
issuing 543,876 shares of restricted common stock. A copy of the Tender Offer
Statement, filed with the Securities Exchange Commission on April 21, 2000 (File
Number 005-58889) is incorporated by reference. The Securities Purchase
Agreements and other documents related to the tender offer are filed as exhibits
to this Current Report on Form 8-K.
On May 24, 2000, the Registrant announced the completion of a $2.5
million venture capital funding in equity financing from the Augustine Fund,
L.P. and The Shaar Fund, Ltd. IPVoice.com will use the new funds to continue
network sales for business, international and residential markets. The press
release is filed as an exhibit to this Current Report on Form 8-K.
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ITEM 7. Financial Statements and Exhibits.
(C) Exhibits Index
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Exhibit Description
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10.46 Augustine Fund, L.P. - Securities Purchase Agreement including
all exhibits.
10.47 The Shaar Fund, Ltd. - Securities Purchase Agreement including
all exhibits.
99.1 Press Release issued by the Registrant on May 24, 2000
entitled "IPVoice.com, Inc. Finalizes $2.5 Million Funding Led
by Augustine and Schaar Funds"
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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 June 13, 2000
----------------- IPVOICE.COM, INC.
/s/ Barbara S. Will
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Barbara S. Will
Director, President and Chief Operating Officer
