8-K 1 form8-k_14515.txt FORM 8-K DATED JULY 28, 2006 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 or15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported event): July 28, 2006 IVOICE, INC. (Exact name of registrant as specified in its chapter) NEW JERSEY 000-29341 51-0471976 -------------------------------------------------------------------------------- (State of (Commission (I.R.S. Employer organization) File Number) Identification No.) 750 HIGHWAY 34, MATAWAN, NJ 07747 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (732) 441-7700 -------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. iVoice, Inc. completed the sale of certain United States Letters Patents and/or applications for United States Letters Patents and/or foreign patents and applications to Lamson Holdings LLC. pursuant to a Patent Purchase Agreement dated April 20, 2006. The patents and/or patent applications sold relate to various Voice Activated/Voice Responsive systems developed by iVoice, including item locators for retail stores utilizing various unique identifying, data gathering and organizing, as well as user feedback techniques. The proceeds of $136,000, net of paying a commission to GlynnTech, Inc. which served as iVoice's licensing agent and assisted in the sale of the patents from the sale, will be used to pay down the Company's indebtedness to Cornell Capital Partners, LP. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. D) EXHIBITS 10.1 Patent Purchase Agreement dated April 20, 2006 by and between iVoice, Inc. and Lamson Holdings, LLC. 99.1 Press release dated July 31, 2006 entitled: "iVoice Completes Sale of Selected Patents" 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. IVOICE, INC, Date: July 31, 2006 By: /s/ Jerome R. Mahoney --------------------- Jerome R. Mahoney President, Secretary and Chief Executive Officer INDEX OF EXHIBITS 10.1 Patent Purchase Agreement dated April 20, 2006 by and between iVoice, Inc. and Lamson Holdings, LLC. 99.1 Press release dated July 31, 2006 entitled: "iVoice Completes Sale of Selected Patents"