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As filed with the Securities and Exchange Commission on December 4, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
ONE VOICE TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
6333 Greenwich Drive, Ste. 240
San Diego, California 92122
(Address of principal executive offices)
Nevada 95-4714338
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SECOND AMENDED AND RESTATED 1999 STOCK OPTION PLAN
(Full title of the plan)
Dean Weber
One Voice Technologies, Inc.
6333 Greenwich Drive, Ste. 240
San Diego, California 92122
(858) 552-4466
(Name, address, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF SECURITIES TO BE MAXIMUM MAXIMUM REGISTRATION FEE
to be Registered REGISTERED OFFERING AGGREGATE
PRICE PER OFFERING
SHARE(1) PRICE(1)
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 shares $7.375 $ 3,687,500 $ 974.00
$.001 par value(2)
=======================================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(h) based on the average of the high and low prices of the Common
Stock of One Voice Technologies, Inc. as reported on September 28, 2000 on
the Over-the-Counter Bulletin Board.
(2) Includes additional shares of Common Stock that may become issuable pursuant
to the anti-dilution adjustment provisions of the Second Amended and
Restated 1999 Stock Option Plan pursuant to Rules 416 and 457 under the
Securities Act of 1933. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by One Voice Technologies, Inc.
(the "Company") relating to 500,000 shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), issuable to employees of the Company
under the Second Amended and Restated 1999 Stock Option Plan (the "Plan").
Pursuant to General Instruction E for registration statements on Form S-8, the
contents of our Registration Statement on Form S-8, relating to the Amended and
Restated 1999 Stock Option Plan, file number 333-47236, filed with the
Securities and Exchange Commission on October 3, 2000, and Amendment No. 1
filed on October 4, 2000, are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Not required to be filed with this Registration Statement pursuant to
General Instruction E for registration statements on Form S-8.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Not required to be filed with this Registration Statement pursuant to
General Instruction E for registration statements on Form S-8.
1
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
-------------- -----------
4.1 Certificate of Incorporation of the Company and Amendments
thereto (filed on October 7, 1999, as an exhibit to the Company's
Registration Statement on Form 10-SB and incorporated herein by
this reference).
4.2 Bylaws of the Company, as amended (filed on October 7, 1999, as
an exhibit to the Company's Registration Statement on Form 10-SB
and incorporated herein by this reference).
4.3 Amendment to Bylaws of July 11, 2000 (excerpted) (included in
original filing).
4.4 Second Amended and Restated 1999 Stock Option Plan.
5 Opinion of Luce, Forward, Hamilton & Scripps LLP as to the
legality of the securities being registered.
23.1 Consent of Stonefield Josephson, Inc. (included in first amended
5.8 filing).
23.2 Consent of Luce, Forward, Hamilton & Scripps LLP (contained in
Exhibit 5 hereto).
Item 9. Undertakings.
Not required to be filed with this Registration Statement pursuant to
General Instruction E for registration statements on Form S-8.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on December 4,
2000.
ONE VOICE TECHNOLOGIES, INC.
By: /s/ Dean Weber
-----------------------------------------------
Dean Weber, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bradley J. Ammon Director December 4, 2000
-----------------------------------
Bradley J. Ammon
/s/ George Kaelin Director December 4, 2000
-----------------------------------
George Kaelin
/s/ Rahoul Sharan Director and Chief Financial Officer December 4, 2000
-----------------------------------
Rahoul Sharan
/s/ Dean Weber President, Chief Executive Officer and December 4, 2000
-----------------------------------
Dean Weber Director
</TABLE>
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INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
4.4 Second Amended and Restated 1999 Stock Option Plan
5 Opinion of Luce, Forward, Hamilton & Scripps LLP as to legality
of the securities being registered
23.1 Consent of Stonefield Josephson, Inc.
23.2 Consent of Luce, Forward, Hamilton & Scripps LLP (contained in
Exhibit 5 hereto)
4
