SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Proxy Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No. )
Information Statement Pursuant to Section 14(c) of the Securities and Exchange
Act of 1934
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2)
|X| Definitive Information Statement
iVoice.com, Inc.
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(Name of Registrant as Specified In Its Charter)
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iVoice.com, Inc.
750 Highway 34
Matawan, New Jersey 07747
NOTICE OF WRITTEN CONSENT OF SHAREHOLDERS IN LIEU OF MEETING
NOTICE IS HEREBY GIVEN that certain shareholders of iVoice.com, Inc.
(hereinafter referred to as the "Company") having more than fifty percent (50%)
of the total voting shares of the Company, providing their written consent to
the proposed actions as set forth in this Information Statement, as soon as
practicable, following the mailing of this notice and Information Statement to
the shareholders of the Company, as required by the Securities Exchange Act of
1934:
1. Change of the Company's Name to iVoice, Inc.
2. Increase in the Authorized Class A Common Stock Shares
3. Increase in the Authorized Class B Common Stock Shares
As of November 21, 2000, there were 101,571,566 Class A Common Stock shares
issued and outstanding and 364,000 Class B Common Stock shares with each Class B
Common Stock share holding 100 votes, or a total of 36,400,000 votes, for any
matter that may be voted upon by the shareholders of the Company. Therefore, in
the aggregate, there are a total of 137,971,566 votes that may be voted for any
matter that may be voted upon by the shareholders of the Company. This
Information Statement will be mailed to all shareholders of record as of
December 6, 2000.
By order of the Board of Directors. December 13, 2000
Jerome Mahoney
President, Secretary and
Chief Executive Officer
iVoice.com, Inc.
<PAGE>
iVoice.com, Inc.
750 Highway 34
Matawan, New Jersey 07747
INFORMATION STATEMENT
This Information Statement, expected to be mailed on or about December 13, 2000,
is furnished in connection with certain shareholders of iVoice.com, Inc.
(hereinafter referred to as the "Company"), having more than fifty percent (50%)
of the total voting shares of the Company, providing their written consent to
the proposed actions as set forth in this Information Statement, as soon as
practicable, following the mailing of this notice and Information Statement to
the shareholders of the Company, as required by the Securities Exchange Act of
1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
As of November 21, 2000, there were 101,571,566 Class A Common Stock shares
issued and outstanding and 364,000 Class B Common Stock shares issued and
outstanding with each Class B Common Stock share holding 100 votes, or in total
36,400,000 votes, for any matter that may be voted upon by the shareholders of
the Company. Therefore, pursuant to Section 228 of the Delaware General
Corporation Law, any action required by this chapter to be taken at any annual
or special meeting of stockholders of the Company, may be taken without a
meeting, if the written consent, setting forth the action so taken, having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Pursuant to the Company's Certificate of Incorporation and
its By-laws, the written consent of a majority of the outstanding and voting
shares of the Company would be required. On November 21, 2000, in the aggregate,
there were a total of 137,971,566 votes that may have voted at any meeting of
shareholders. A majority of this total equals 68,985,784 votes. This Information
Statement will be mailed to all shareholders of record as of December 6, 2000.
Proposal 1 Change of Company Name
The Board of Directors of the Company has proposed that the name of the Company
be changed to iVoice, Inc. Upon receiving the written consent of more than fifty
percent of the total voting shares of the Company, the management of the Company
will file an amendment to the Certificate of Incorporation of the Company to
change the name of the Company to iVoice, Inc.
Proposal 2 Increase in the Authorized Class A Common Stock Shares
The Board of Directors of the Company has proposed that the number of authorized
Class A Common Stock be increased to 300 million shares from the current
authorized 150 million shares. As of November 21, 2000, there were 101,571,566
Class A Common Stock shares issued and outstanding. In light of the present
number
<PAGE>
outstanding shares and the number of shares that may be issued pursuant to our
investment agreement with Swartz Private Equity, LLC and the shares that may be
issued upon the conversion of the 12% convertible debentures, the Board of
Directors felt that an increase in the authorized Class A Common Stock was
warranted. Upon receiving the written consent of more than fifty percent of the
total voting shares of the Company, the management of the Company will file an
amendment to the Certificate of Incorporation of the Company to increase the
number of authorized Class A Common Stock to 300 million shares.
Proposal 3 Increase in the Authorized Class B Common Stock Shares
The Board of Directors of the Company has proposed that the number of authorized
Class B Common Stock be increased to 3 million shares from the current
authorized 700 thousand shares. As of November 21, 2000, there were 700 thousand
Class B Common Stock shares issued of which 364 thousand Class B Common Stock
shares were outstanding and 336 thousand Class B Common Stock shares having been
converted to 33,600,000 Class A Common Stock shares and retired. Upon receiving
the written consent of more than fifty percent of the total voting shares of the
Company, the management of the Company will file an amendment to the Certificate
of Incorporation of the Company to increase the number of authorized Class
Common Stock to 3 million shares.
December 13, 2000 Jerome Mahoney
President, Secretary and
Chief Executive Officer
iVoice.com, Inc.
