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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 15, 2006
ONE IP VOICE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-12155 06-1205743
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
22 PRESTIGE PARK CIRCLE, EAST HARTFORD, CT 06108-3728
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 610-6000
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(Former name or former address, if changed since last report.)
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:
[ ] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 15, 2006 the Company and the Laurus Master Fund. LTD.
("Laurus") executed an Amendment to the Secured Convertible Minimum Borrowing
Note Series B dated September 2, 2005 (the "Note") issued to Laurus. The
Amendment reduced the fixed conversion price on $160,000 of principal on the
Note from $1.27 to $0.80. The purpose of the reduction was to increase the
Company's borrowing availability under its revolving credit facility through
the conversion of the Note principal from debt to equity.
ITEM 3.01 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
Under the Amendment described in Item 1.01 above, conversion of the
$160,000 Note principal at the reduced fixed conversion price of $0.80 will
result in the issuance of 74,016 more shares of common stock than would have
been issued under the pre-amendment fixed conversion price of $1.27.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
4.1 Secured Convertible Minimum Borrowing Note Series B, dated
September 2, 2005.
4.2 Amendment dated August 15, 2006 to the Secured Convertible Minimum
Borrowing Note Series B dated September 2, 2005.
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.
ONE IP VOICE, INC.
By: /s/ Robert G. LaVigne
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Robert G. LaVigne
Executive Vice President &
Chief Financial Officer
Date: August 16, 2006