SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 28, 2000
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Date of Report (date of earliest event reported)
NETVOICE TECHNOLOGIES CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 0-29025 91-1986538
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(State or other (Commission file (I.R.S. Employer
jurisdiction of number) Identification Number)
incorporation or
organization)
13747 MONTFORT DRIVE, SUITE 250
DALLAS, TEXAS 75240
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(Address of principal executive offices, including zip code)
(972) 788-2988
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On July 28, 2000, the registrant issued an additional 818,309 shares
of a newly created series of Series A Preferred Stock ("Preferred Stock")
to certain purchasers for approximately $2.6 million in cash pursuant to
the Amended and Restated Securities Purchase Agreement among the Company
and the purchasers (the "Amended and Restated Securities Purchase
Agreement"). Pursuant to the Amended and Restated Securities Purchase
Agreement, the Company issued warrants that are exercisable for shares of
Preferred Stock (or Common Stock if the Preferred Stock has been converted)
if certain financial targets and/or NASDAQ listing requirements are not
achieved. The purchasers were also granted certain registration rights
with respect to the shares issued under the Amended and Restated Securities
Purchase Agreement pursuant to a Registration Rights Agreement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) None.
(c) Exhibits
Exhibit
Number Description
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99.6 Amended and Restated Securities Purchase Agreement dated July
28, 2000 by and between Netvoice Technologies Corporation, BG
Media Intermediate Fund L.P., NV Investments, L.P., Paribas
North America, Inc. and other investors and Exhibits
99.7 Amended and Restated Registration Rights Agreement dated July
28, 2000 between Netvoice Technologies Corporation, BG Media
Intermediate Fund L.P., NV Investments, L.P., Paribas North
America and other investors
99.8 Form of NASDAQ Warrant for Series A Convertible Preferred
Stock or Common Stock of Netvoice Technologies Corporation
99.9 Form of EBITDA Warrant for Series A Convertible Preferred
Stock or Common Stock of Netvoice Technologies Corporation
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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.
NETVOICE TECHNOLOGIES CORPORATION
Date: August 16, 2000 By: /s/ JEFFREY ROTHELL
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Jeffrey Rothell, President, Chief
Executive Officer
Date: August 16, 2000 By: /s/ GARTH COOK
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Garth Cook, Treasurer, Chief
Financial Officer and Chief
Accounting Officer
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INDEX TO EXHIBITS
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Exhibit
Number Description
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99.6 Amended and Restated Securities Purchase Agreement dated July 28,
2000 by and between Netvoice Technologies Corporation, BG
Media Intermediate Fund L.P., NV Investments, L.P., Paribas
North America, Inc. and other investors and Exhibits
99.7 Amended and Restated Registration Rights Agreement dated July 28,
2000 between Netvoice Technologies Corporation, BG Media
Intermediate Fund L.P., NV Investments, L.P., Paribas North
America and other investors
99.8 Form of NASDAQ Warrant for Series A Convertible Preferred
Stock or Common Stock of Netvoice Technologies Corporation
99.9 Form of EBITDA Warrant for Series A Convertible Preferred
Stock or Common Stock of Netvoice Technologies Corporation
