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
Date of Report (Date of earliest event reported): August 24, 2000
Preferred Voice, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 033-92894 75-2440201
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
6500 Greenville Avenue, Suite 570, Dallas, Texas 75206
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 265-9580
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(Former name or former address, if changed from last report)
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Item 5. Other Events.
On August 24, 2000, Preferred Voice, Inc., a Delaware corporation (the
"Company"), completed the sale of 1,142,858 units (the "Units") consisting of
one (1) share of the common stock, $0.001 par value per share (the "Common
Stock"), of the Company and one (1) warrant (the "Warrant") to purchase one
fourth (1/4th) of a share of Common Stock. The Units were sold at a purchase
price of $2.625 per Unit (the "Purchase Price"). The Units were sold pursuant to
a subscription agreement (the "Subscription Agreement") with the purchasers (the
"Purchasers") of the Units. The Subscription Agreement provides, inter alia, for
a downward adjustment of the Purchase Price, subject to certain exceptions, if
the Company sells, or agrees to sell, securities of the Company at a purchase
price (or with a conversion or exercise price) less than the Purchase Price
within six months of the closing. The Warrants are governed by the terms of a
warrant certificate (the "Warrant Certificate") and are exercisable for 5 years
at an exercise price of $2.625 per share (the "Exercise Price") of Common Stock,
subject to certain adjustments. One year after the issuance of a Warrant and
thereafter until the expiration date of the Warrants, the Company may require
the holders (the "Holders") of the Warrants to exercise their Warrants if the
average closing price of the underlying shares of Common Stock on any stock
exchange, public bulletin board or other market place for any twenty market days
in a thirty consecutive market day period equal or exceeds $5.00 per share,
subject to adjustment in the same manner as the Exercise Price. If a Holder does
not exercise his Warrant during the thirty day exercise period, such Warrant
shall expire.
Stifel, Nicolaus & Company, Incorporated received warrants (the
"Placement Agent Warrants") to purchase 51,035 shares of Common Stock at an
exercise price of $3.53 per share, subject to certain adjustments, in addition
to commissions payable to it in cash in the amount of 6% of the gross proceeds
of the offering for serving as the placement agent on behalf of the Company in
this offering. The Placement Agent Warrants are governed by the terms of a
warrant certificate (the "Placement Agent Warrant Certificate") and are
exercisable for 5 years beginning on the first anniversary of the completion of
the offering
The offering of the Units was not registered under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to Regulation D. The
securities comprising the Units may not be reoffered or resold absent
registration under the Securities Act or pursuant to an applicable exemption
from such registration requirements. The Company has agreed to grant piggy-back
registration rights to the Purchasers of the Units for five years.
The foregoing summary of the sale of the Units is not intended to be
complete and is subject to, and qualified in its entirety by reference to, all
of the provisions of the Subscription Agreement, the Warrant Certificate, and
the Placement Agreement Warrant Certificate, a copy of each of which is filed as
an exhibit to this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Form of Subscription Agreement between the Company and each
Purchaser.
10.2 Form of Warrant Certificate issued by the Company to each
Purchaser.
10.3 Warrant Certificate, dated August 24, 2000, issued by the
Company to Stifel, Nicolaus & Company.
99.1 Press release of Preferred Voice, Inc. issued August 25,
2000 in connection with the offering.
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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 hereunto duly authorized.
PREFERRED VOICE, INC.
Dated as of September 14, 2000 By: /s/ Mary Merritt
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Name: Mary Merritt
Title: Vice President
