United States
Securities and Exchange Commission
Washington, D. C. 20549
Form 10-QSB/A
(Amendment No. 2)
{ X } Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the Period Ended December 31, 1999.
or
{ } Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the Transition Period From _____________to
_____________
Commission File Number 33-92894
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PREFERRED VOICE, INC.
Delaware 75-2440201
-------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
6500 Greenville Avenue
Suite 570
Dallas, TX 75206
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(Address of Principal Executive (Zip Code)
Offices)
(214) 265-9580
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(Registrant's Telephone Number, including area
code.)
Not Applicable
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(Former name, Former Address and Former Fiscal year, if
changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---- ----
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practical date.
Common Stock, $ 0.001 Par Value - 13,103,879 shares as of December 31, 1999.
Transitional Small Business Format Yes No X
---- ----
<PAGE>
Item 2. Changes in Securities.
(a) There have been no material changes in securities during the period.
(b) There have been no material changes in the class of securities or the
rights of the holders of the registered securities.
(c) Recent Sales of Unregistered Securities
On October 5, 1999, the Company issued two warrants. The Company issued Bisbro
Investments Company, Ltd. ("Bisbro") a warrant to purchase 177,703 shares of
common stock of the Company at an exercise price of $1.25 replacing warrant #71
issued to Bisbro after they exercised their right to purchase 22,297 shares out
of the original 200,000 shares that could be purchased under that warrant. The
Company also issued Invest, Inc. ("Invest") a warrant to purchase 177,703 shares
of common stock of the Company under the same terms as the Bisbro Warrant.
On December 1, 1999, the Company issued Alexander Associates a warrant to
purchase 50,000 shares of common stock of the Company at an exercise price of
$1.50 per share on or before December 1, 2004.
On December 10, 1999, the Company issued Steve Chizzik a warrant to purchase
35,000 shares of common stock of the Company at an exercise price of $1.60 per
share on or before December 10, 2001.
On December 10, 1999, the Company issued Howard Isaacs a warrant to purchase
5,000 shares of common stock of the Company at an exercise price of $1.60 per
share on or before December 10, 2001.
On December 10, 1999, the Company issued William Reininger a warrant to purchase
5,000 shares of common stock of the Company at an exercise price of $1.60 per
share on or before December 10, 2001.
On December 10, 1999, the Company issued Elizabeth Valdes a warrant to purchase
5,000 shares of common stock of the Company at an exercise price of $1.60 per
share on or before December 10, 2001.
On December 22, 1999, the Company issued 1,500,000 shares of common stock to a
number of private investors at a purchase price of $1.50 per share for an
aggregate offering price and total proceeds of $2,250,000.00.
None of these transactions involved an underwriter and no underwriting discounts
or commissions were paid. These transactions are exempt from registration under
the Securities Act of 1933 (the "Securities Act") pursuant to Section 4(2) of
the Securities Act.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description of Exhibits
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4.1* Warrant Certificate No. 99 issued to Bisbro Investments Company,
Ltd., dated October 5, 1999
4.2* Warrant Certificate No. 100 issued to Invest, Inc., dated October 5,
1999
4.3* Warrant Certificate No. 101 issued to Alexander Associates, dated
December 1, 1999
4.4* Warrant Certificate No. 102 issued to Steve Chizzik, dated December
10, 1999
4.5* Warrant Certificate No. 103 issued to Howard Isaacs, dated December
10, 1999
4.6* Warrant Certificate No. 104 issued to William Reininger, dated
December 10, 1999
4.7* Warrant Certificate No. 105 issued to Elizabeth Valdes, dated
December 10, 1999
4.8* Form of Subscription Agreement and Schedule
27* Financial Data Schedule
<PAGE>
* Filed as an exhibit to the Company's Form 10-QSB for the period ended
December 31, 1999 (File No. 33-92894) and incorporated herein by reference
(b) Reports on Form 8-K
None
<PAGE>
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.
PREFERRED VOICE, INC.
June 28, 2000 /s/ G. Ray Miller
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Date G. Ray Miller
President, Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
June 28, 2000 /s/ Mary G. Merritt
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Date Mary G. Merritt
Secretary, Treasurer and Vice President of Finance
(Principal Financial Officer)
