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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) or Section 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. 1)
IP VOICE.COM, INC.
(NAME OF ISSUER)
IP VOICE.COM, INC.
(NAME OF PERSON(S) FILING STATEMENT)
PRIVATELY PLACED UNITS CONSISTING OF
NOTES, WARRANTS AND PREFERRED STOCK
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP NUMBER OF CLASS OF SECURITIES)
Barbara S. Will
IPVoice.com, Inc.
5050 N. 19th Avenue, Suite 416/417
Phoenix, Arizona 85015
(602) 335-1231
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF
OF THE PERSON(S) FILING STATEMENT)
COPY TO:
I. Douglas Dunipace, Esq.
Jennings, Strouss & Salmon
2 North Central, Suite 1600
Phoenix, Arizona 85004
(602-262-5832)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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<S> <C>
$2,804,484 $562
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* Assumes exchange of 46 Units valued at $61,054 per Unit.
** Calculated based on the transaction valuation multiplied by
one-fiftieth of one percent.
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[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rules 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
This filing relates to certain offers (the "Offers") to convert units
purchased by investors in a private placement ("Units") into common stock of IP
Voice.com, Inc. (the "Issuer") or to amend the Units. All information in the
Offering Circular dated April 19, 2000 attached hereto as Exhibit 12(a)-1
("Offering Circular") relating to the Offers is incorporated herein by reference
in answer to some or all of the items below.
The purpose of this Amendment No. 1 is to describe a financing
transaction entered into by the Issuer on May 5, 2000, described herein in
response to Item 6(c)(3), Item 6(c)(9), and in Supplement No. 1 to the Offering
Circular filed herewith as Exhibit 12(a)-9.
ITEM 1. SUMMARY TERM SHEET.
See Offering Circular.
ITEM 2. SUBJECT COMPANY INFORMATION.
See Offering Circular.
ITEM 3. IDENTIFY AND BACKGROUNDS OF FILING PERSON.
(a) This statement is being filed by the Issuer subject company. The
names and mailing addresses of the directors and executive officers of the
Issuer, who are the persons specified in Instruction C to Schedule TO, are set
forth below:
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<CAPTION>
NAME ADDRESS OFFICE
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<S> <C> <C>
James K. Howson 5050 N. 19th Avenue Chairman, Chief Executive Officer
Suite 416/417
Phoenix, Arizona 85015
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<TABLE>
<CAPTION>
NAME ADDRESS OFFICE
---- ------- ------
<S> <C> <C>
Barbara S. Will 5050 N. 19th Avenue Director, President and Chief
Suite 416/417 Operating Officer
Phoenix, Arizona 85015
Anthony Welch 5050 N. 19th Avenue Director, Senior Vice President of
Suite 416/417 Research and Development
Phoenix, Arizona 85015
Russell Watson 5050 N. 19th Avenue Director
Suite 416/417
Phoenix, Arizona 85015
Julie J. Bahavar 5050 N. 19th Avenue Controller
Suite 416/417
Phoenix, Arizona 85015
Harry R. Bowman 5050 N. 19th Avenue Executive Vice President
Suite 416/417
Phoenix, Arizona 85015
</TABLE>
ITEM 4. TERMS OF THE TRANSACTION.
See Offering Circular.
No securities are to be purchased pursuant to the Offers from any
officer, director or affiliate of the Issuer.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Except as disclosed in the Issuer's Form 10-KSB for the year ended
December 31, 1999, neither the Issuer nor, to the best of the Issuer's
knowledge, any of its directors or executive officers is party to any agreement,
arrangement or understanding, whether or not legally enforceable, with any other
person with respect to any securities of the Issuer.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) With respect to the primary purpose of the Offers, see the Offering
Circular.
(b) The Units or portions of Units acquired in the Offers will be
cancelled.
(c) Any current plans, proposals, or negotiations of the Issuer, and,
to the extent known to the Issuer, its executive officers and directors, with
respect to the following are described below:
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ITEM PLANS, PROPOSALS, NEGOTIATIONS
---- ------------------------------
<S> <C>
(1) Any extraordinary transaction, From time to time, the Issuer
such as a merger, discusses with various persons
reorganization or liquidation, the possibility of an
involving the subject company acquisition of or by the
or any of its subsidiaries. Issuer. Such matters are
currently being discussed.
However, no such transaction
has been agreed to.
(2) Any purchase, sale or transfer None.
of a material amount of assets
of the subject company or any
of its subsidiaries.
(3) Any material change in the The Issuer is generally in
present dividend rate or discussions with various third
policy, or indebtedness or parties regarding possible
capitalization of the subject financing transactions that may
company. involve the issuance of debt,
common stock, convertible
preferred stock, or any
combination of the above. On
May 5, 2000, the Issuer
executed definitive documents
concluding negotiations with a
capital formation group
regarding an investment in the
Issuer in exchange for
convertible preferred stock and
warrants, which included a
bridge loan. This transaction
is described in Supplement No.
1 to the Offering Circular
filed herewith as Exhibit
12(a)-9.
(4) Any change in the present board Mr. Howson is the acting
of directors or management of Chairman and Chief Executive
the subject company, including, Officer of the Issuer. The
but not limited to, any plans Issuer is seeking a permanent
or proposals to change the replacement for these
number or the term of directors positions.
or to fill any existing
vacancies on the board or to
change any material term of the
employment contract of any
executive officer.
(5) Any other material change in None.
the subject company's corporate
structure or business.
(6) Any class of equity securities None.
of the subject company to be
delisted from a national
securities exchange or cease to
be authorized to be quoted in
an automated quotations system
operated by a national
securities association.
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<TABLE>
<CAPTION>
ITEM PLANS, PROPOSALS, NEGOTIATIONS
---- ------------------------------
<S> <C>
(7) Any class of equity securities None.
of the subject company becoming
eligible for termination of
registration under section
12(g)(4) of the Act (15 U.S.C.
78l).
(8) The suspension of the subject None.
company's obligation to file
reports under Section 15(d) of
the Act (15 U.S.C. 78o).
(9) The acquisition by any person The Issuer is generally in
of additional securities of the discussions with various third
subject company, or the parties regarding possible
disposition of securities of financing transactions that may
the subject company. involve the issuance of debt,
common stock, convertible
preferred stock, or any
combination of the above. On
May 5, 2000, the Issuer
executed definitive documents
concluding negotiations with a
capital formation group
regarding an investment in the
Issuer in exchange for
convertible preferred stock and
warrants. This transaction is
described in Supplement No. 1
to the Offering Circular filed
herewith as Exhibit 12(a)-9.
(10) Any changes in the subject None.
company's charter, bylaws or
other governing instruments or
other actions that could impede
the acquisition of control of
the subject company.
</TABLE>
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Offering Circular.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) None of the Issuer, any executive officer or director of the
Issuer, or any associate or majority owned subsidiary of any such person
beneficially owns any of the Units.
(b) Neither the Issuer nor, to the best of the Issuer's knowledge, any
of its directors or executive officers, or any of the executive officers or
directors of any of its subsidiaries, or any associate or majority-owned
subsidiary of the Issuer, has engaged in any transaction involving the Units
during the period of 60 business days prior to the date hereof.
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ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) No persons or classes of persons have been directly or indirectly
employed, retained, or are to be compensated to make solicitations or
recommendations in connection with the transaction.
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ITEM 10. FINANCIAL STATEMENTS.
(a) The Consolidated Financial Statements included in the Company's
Form 10-KSB for the fiscal year ended December 31, 1999 are hereby incorporated
herein by reference. The remaining financial information required is contained
in the Offering Circular.
(b) See Offering Circular for the proforma financial information
required.
ITEM 11. ADDITIONAL INFORMATION.
(a) The following is provided to the extent material to a security
holder's decision whether to accept the Offers:
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ITEM RESPONSE
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(1) Any present or proposed Such material agreements,
material agreement, arrangements, understandings
arrangement, understanding or and relationships are disclosed
relationship between the in the Issuer's Form 10-KSB for
offeror and any of its the year ended December 31,
executive officers, directors, 1999.
controlling persons or
subsidiaries.
(2) To the extent known by the None.
offeror after reasonable
investigation, the applicable
regulatory requirements which
must be complied with or
approvals which must be
obtained in connection with the
tender offer.
(3) The applicability of any None.
anti-trust laws.
(4) The applicability of margin See Offering Circular.
requirements under section 7 of
the Act (15 U.S.C. 78g) and the
applicable regulations.
(5) Any material pending legal None.
proceedings relating to the
tender offer, including the
name and location of the court
or agency in which the
proceedings are pending, the
date instituted, the principal
parties, and a brief summary of
the proceedings and the relief
sought.
</TABLE>
(b) Additional information with respect to the exchange offer and
related matters is included in the Offering Circular.
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ITEM 12. EXHIBITS.
12(a)-1 Offering Circular, dated April 20, 2000.
12(a)-2 Form of Amended Note.
12(a)-3 Form of Agency and Security Agreement.
12(a)-4 Form of Consent. (See Exhibit 12(a)-1)
12(a)-5 Form of Election to Convert Units into Common Stock. (See
Exhibit 12(a)-1)
12(a)-6 Form of Election to Amend Notes. (See Exhibit 12(a)-1)
12(a)-7 Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9. (See Exhibit 12(a)-1)
12(a)-8 Form of cover letter to unitholders.
12(a)-9 Supplement No. 1 to Offering Circular, dated May 5, 2000
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 10, 2000.
IP VOICE.COM, INC., a Nevada corporation
By /s/ Barbara S. Will
______________________________________
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
12(a)-1 Offering Circular, dated April 20, 2000.
12(a)-2 Form of Amended Note.
12(a)-3 Form of Agency and Security Agreement.
12(a)-4 Form of Consent. (See Exhibit 12(a)-1)
12(a)-5 Form of Election to Convert Units into Common Stock. (See
Exhibit 12(a)-1)
12(a)-6 Form of Election to Amend Notes. (See Exhibit 12(a)-1)
12(a)-7 Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9. (See Exhibit 12(a)-1)
12(a)-8 Form of cover letter to unitholders.
12(a)-9 Supplement No. 1 to Offering Circular, dated May 5, 2000
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
</TABLE>
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Exhibit 12(a)(9)
SUPPLEMENT NO. 1
DATED MAY 5, 2000
TO
OFFERING CIRCULAR
DATED APRIL 20, 2000
OF
IPVOICE.COM, INC.
IPVoice concluded negotiations of two separate Stock Purchase Agreements
on May 5, 2000, one with The Augustine Fund L.P. and the other with The Shaar
Fund Ltd. ("the Investors"). These negotiations were described in the Offering
Circular on page 14 under the heading "Background, Purpose and Effects of the
Offers." The major terms of the Stock Purchase Agreements are as follows:
1. The Investors paid $2.5 million into escrow for our benefit in return
for the following:
(a) 2,500 shares of our Series B Convertible Preferred Stock; and
(b) Warrants to purchase 250,000 shares of our common stock at a
purchase price equal to 110% of the lowest of the closing bid
prices for the common stock for the 5 trading days prior to May
22, 2000. The warrants must be exercised, if at all, within 5
years of May 22, 2000. The warrants have anti-dilution
protection.
The warrants and preferred stock have also been placed into the escrow
subject to release of the funds to us.
2. The Series B Convertible Preferred Stock has the following features:
(a) Annual dividends at 7.5% of the purchase price.
(b) Conversion price equal to the lesser of (x) 110% of the lowest
of the closing bid prices for the common stock for the 5 trading
days prior to May 22, 2000, or (y) 75% of the average of the 3
lowest closing bid prices for the common stock for the 30
consecutive trading days immediately preceding the conversion
date, which when divided into the purchase price of the shares
being converted, shall equal the number of converted common
shares.
(c) Option to purchase one additional share of common stock for each
converted share at the conversion price.
(d) Conversion may begin 180 days after May 22, 2000, and must occur,
if at all, by 2 years after May 22, 2000.
(e) Redeemable at any time at 127.5% of the purchase price.
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3. The $2.5 million will be released from escrow on May 22, 2000,
provided that at least 50% of the units subject to our offers to you
are either converted or the notes are amended.
4. Of the $2.5 million held in escrow, $500,000 was released from escrow
on May 5, 2000, pursuant to a bridge loan agreement between us and the
Investors with the following terms:
(a) Interest at 8% per annum.
(b) Repayable at any time on or before May 27, 2000 unless the
remaining $2.0 million is released from escrow prior to that
time.
(c) Security provided by a pledge of 300,000 shares of our common
stock beneficially owned by Mr. James Howson, our acting
Chairman and Chief Executive Officer.
Depending on the price at which the Series B Convertible Preferred Stock
may be converted and the warrants exercised, exercise of rights by the
Investors to purchase or acquire our common stock could dilute our existing
stockholders.
In addition, in the event that the holders of at least 50% of the units do
not convert their units into our common stock or elect to amend their notes,
the $2.0 million held in escrow will not be released to us and the $500,000
bridge loan will become due and payable. We cannot assure you that we will have
the resources to repay that amount if it becomes due. If we were to default
on payment of this loan, the price of our common stock could be materially
adversely affected. This would affect your ability to sell your common stock if
you accept our offer to convert your units.
2
