-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TVHkkpT2rwyeyj/zetFHk4+DJy8+W3RxaeQKMAhNuroM53AihZ3Gt9NadjUwMaMG +Tc9PEklAE5PZTpE3h0Ncw== 0001072613-06-002172.txt : 20061030 0001072613-06-002172.hdr.sgml : 20061030 20061030162429 ACCESSION NUMBER: 0001072613-06-002172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061015 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061030 DATE AS OF CHANGE: 20061030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVOICE, INC /DE CENTRAL INDEX KEY: 0001105064 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 521750786 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29341 FILM NUMBER: 061172345 BUSINESS ADDRESS: STREET 1: 750 HIGHWAY 34 STREET 2: 210 SOUTH FOURTH AVE CITY: MATAWAN STATE: NJ ZIP: 07747 BUSINESS PHONE: 7324417700 MAIL ADDRESS: STREET 1: 750 HIGHWAY 34 STREET 2: 210 SOUTH FOURTH AVE CITY: MATAWAN STATE: NJ ZIP: 07747 FORMER COMPANY: FORMER CONFORMED NAME: IVOICE COM INC /DE DATE OF NAME CHANGE: 20000426 FORMER COMPANY: FORMER CONFORMED NAME: THIRDCAI INC DATE OF NAME CHANGE: 20000202 8-K 1 form8-k_14676.txt FORM 8-K DATED OCTOBER 15, 2006 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 reported event): October 15, 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 8 - OTHER EVENTS ITEM 8.01 OTHER EVENTS. On September 6, 2006, the Company issued a press release entitled "iVoice subsidiary Executes Letter of Intent to Construct Biodiesel Facility in New York", that iVoice Innovations, Inc. ("iVoice Innovations"), a wholly-owned subsidiary of iVoice, had executed a letter of intent to build and operate a biodiesel production facility in central Long Island, New York that will be initially designed to produce up to 10 million gallons per year of biodiesel from vegetable oils, animal fats and yellow grease. On October 15, 2006, iVoice Innovations received notice that the owner of the site in New York decided not to go forward with the plans to construct the contemplated biodiesel facility with iVoice Innovations. iVoice Innovations is seeking other parties to construct one or more biodiesel production facilities in other locations. On July 25, 2006, the Company issued a press release entitled "iVoice Subsidiary Secures Rights to Land For Company's First Anticipated Biodiesel Facility" reported that iVoice Innovations, Inc. ("iVoice Innovations"), a wholly-owned subsidiary of iVoice, had entered into an Option Agreement to acquire four acres of land in Hanover County, Virginia, approximately 20 miles from Richmond, Virginia, together with all improvements, easements, water rights, mineral rights and other structures for a total cost of $800,000. On October 17, 2006, this Option Agreement lapsed without iVoice Innovations exercising its option to purchase this land. After reviewing the results of the feasibility study for this project, it was learned that the capital expenditures needed to construct the biodiesel facility were far in excess of the original estimates. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press release issued on July 25, 2006 entitled "iVoice Subsidiary Secures Rights to Land For Company's First Anticipated Biodiesel Facility" 99.2 Press Release issued on September 6, 2006 entitled "iVoice Subsidiary executes letter of intent to construct biodiesel facility in New York" 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: October 30, 2006 By: /s/ Jerome R. Mahoney --------------------- Jerome R. Mahoney President, Secretary and Chief Executive Officer INDEX OF EXHIBITS 99.1 Press release issued on July 25, 2006 entitled "iVoice Subsidiary Secures Rights to Land For Company's First Anticipated Biodiesel Facility" 99.2 Press Release issued on September 6, 2006 entitled "iVoice Subsidiary executes letter of intent to construct biodiesel facility in New York" EX-99.1 2 exh99-1_14676.txt PRESS RELEASE - JULY 25, 2006 EXHIBIT 99.1 ------------ IVOICE SUBSIDIARY SECURES RIGHTS TO LAND FOR COMPANY'S FIRST ANTICIPATED BIODIESEL FACILITY 08:30 EDT Tuesday, July 25, 2006 MATAWAN, N.J. (Business Wire) -- iVoice, Inc. (OTC Bulletin Board:IVOI), a developer and licensor of proprietary technologies, announced today that iVoice Innovations, Inc., a wholly-owned subsidiary of iVoice, has entered into an Option Agreement to acquire four acres of land in Hanover County, Virginia, approximately 20 miles from Richmond, Virginia, together with all improvements, easements, water rights, mineral rights and other structures for a total cost of $800,000. The transaction is expected to close during the third quarter or fourth quarter 2006. The Company plans to use the location as the site of a proposed new biodiesel facility. iVoice recently announced it had authorized a non-binding Letter of Intent to acquire the rights to develop biodiesel technology, the fastest growing alternative fuel in America. The Company plans to immediately commence a study to determine the scope and feasibility of the project. Upon completion of the study, engineering, design and permitting issues will be assessed in order to facilitate completion. The facility is also subject to regulatory permitting for use of producing biodiesel at the facility. The Company is currently in discussions with potential partners, who could share in the development costs and provide additional expertise. "We are pleased that we have been able to conclude negotiations on such an ideal location for a new facility," said iVoice Chairman and CEO Jerry Mahoney. "This site is strategically located close to customers who could use our biodiesel technology and ideal for the size of project we contemplate." Biodiesel is a cleaner burning fuel that can be made from domestic renewable resources such as soybean oil. The alternative fuel can be used in any diesel engine with few or no modifications, in pure form or blended with petroleum diesel at any level. Biodiesel significantly reduces emissions while offering similar performance to diesel. Today, about 600 major fleets use biodiesel nationwide. More than 700 retail filling stations make various biodiesel blends available to the public, and 1,600 petroleum distributors carry it nationwide. More information will follow as the company progresses with its plan. About iVoice, Inc. iVoice has determined that the best way to create shareholder value, separate and apart from the operating performance of iVoice, is to implement new business opportunities by distributing shares of spin-offs to the company's shareholders. The common stock distributions are part of a broader strategy relating to the transition of iVoice into a company focused on the development and licensing of proprietary technologies. We also continue to search for potential merger candidates with or without compatible technology and products, which management feels may make financing more appealing to potential investors. Certain information included in this press release, may contain forward-looking statements about our current and expected performance trends, growth plans, business goals and other matters. These statements may be contained in our filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers. Information set forth in this press release contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor" provisions for forward-looking statements. The reader is cautioned that such forward-looking statements are based on information available at the time and/or management's good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "predict," "project," "should," "will," and similar words, although some forward-looking statements are expressed differently. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. For more information on iVoice, please visit http://www.ivoice.com CEOcast, Inc. for iVoice Andrew Hellman, 212-732-4300 EX-99.2 3 exh99-2_14676.txt PRESS RELEASE - SEPTEMBER 6, 2006 EXHIBIT 99.2 ------------ IVOICE SUBSIDIARY EXECUTES LETTER OF INTENT TO CONSTRUCT BIODIESEL FACILITY IN NEW YORK NEW YORK, N.Y., September 7, 2006 - iVoice, Inc. (OTC Bulletin Board: IVOI) announced today that iVoice Innovations, Inc., a wholly-owned subsidiary of iVoice, has executed a letter of intent to build and operate a biodiesel production facility in central Long Island, New York that will be initially designed to produce up to 10 million gallons per year of biodiesel from vegetable oils, animal fats and yellow grease. The letter of intent calls for the acquisition of a 10 million gallon per year biodiesel production facility that is based on innovative new biodiesel process technologies. "We are pleased that we have been able to conclude negotiations for this new facility," said Chairman and CEO Jerry Mahoney. "This site we are looking at is demographically attractive and strategically located close to both the suppliers of the raw materials needed to produce biodiesel and the future customers of our biodiesel." The Company plans to immediately commence a study to determine the scope and feasibility of the project. Upon completion of the study, engineering, design and permitting issues will be assessed in order to facilitate completion. The Company is currently in discussions with potential partners, who could share in the development costs and provide additional expertise. Biodiesel is a cleaner burning fuel that can be made from domestic renewable resources such as soybean oil. The alternative fuel can be used in any diesel engine with few or no modifications, in pure form or blended with petroleum diesel at any level. Biodiesel significantly reduces emissions while offering similar performance to diesel. Today, about 600 major fleets use biodiesel nationwide. More than 700 retail filling stations make various biodiesel blends available to the public, and 1,600 petroleum distributors carry it nationwide. About iVoice, Inc. iVoice has determined that the best way to create shareholder value, separate and apart from the operating performance of iVoice, is to implement new business opportunities by distributing shares of spin-offs to the company's shareholders. The common stock distributions are part of a broader strategy relating to the transition of iVoice into a company focused on the development and licensing of proprietary technologies. We also continue to search for potential merger candidates with or without compatible technology and products, which management feels may make financing more appealing to potential investors. Certain information included in this press release, may contain forward-looking statements about our current and expected performance trends, growth plans, business goals and other matters. These statements may be contained in our filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers. Information set forth in this press release contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor" provisions for forward-looking statements. The reader is cautioned that such forward-looking statements are based on information available at the time and/or management's good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "predict," "project," "should," "will," and similar words, although some forward-looking statements are expressed differently. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. For more information on iVoice, please visit http://www.ivoice.com --------------------- CONTACT: CEOcast, Inc. for iVoice Andrew Hellman, 212-732-4300 -----END PRIVACY-ENHANCED MESSAGE-----