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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
Advanced Voice Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State of incorporation or organization)
0-25480 62-1175379
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(Commission File Number) (I.R.S. Employer Identification No.)
71 West 23rd Street, New York, New York 10010
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 367-8200
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Item 5. Other Events.
The Company is a defendant, together with its former Chairman, in a number
of actions which have been consolidated in the United States District Court for
the Eastern District of New York. The plaintiffs allege in these actions, among
other things, that the Company, its former Chairman, and other non-Company
defendants caused to be issued and participated in the issuance of a materially
false and misleading registration statement in connection with the Company's
public offering of stock in February 1995. In the consolidated actions, claims
are asserted as well against several other companies which used the same
underwriter and broker-dealer as did the Company. The plaintiffs allege that the
Company and its former Chairman's actions were in violation of Sections 11 and
12(a)(2) of the Securities Act of 1993, that its former Chairman is also liable
pursuant to Section 15 of the Securities Act of 1933, and that the Company is
liable under various theories of fraud and misrepresentation under state law.
The plaintiffs in the consolidated actions purport to represent certain
classes of shareholders, and seek damages in unspecified amounts. Four name
plaintiffs and four law firms, have been designated as lead plaintiffs and lead
counsel in the consolidated actions. An amended consolidated complaint is
scheduled to be served and filed in December, 1997, and the Company's response
is currently due at the end of January, 1998.
Until the order of consolidation in the above actions, a number of
analogous class action suits were pending in various New York state courts.
These have now been withdrawn, and the plaintiffs in the state suits are now
part of the classes represented in the consolidated actions.
The Company is a defendant in a number of actions by alleged trade
creditors in various courts in New York. Other than a case filed by an executive
recruiter claiming damages for breach of contract of $42,000, which is being
defended, in none of the actions is the claim in excess of $5,000.
SIGNATURE
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 hereunto duly authorized.
ADVANCED VOICE TECHNOLOGIES, INC.
Date: November 21, 1997
By: /s/ Gwyeth T. Smith, Jr.
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Gwyeth T. Smith, Jr.
Chief Executive Officer and President
