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): February 5, 2007
ONE IP VOICE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15938 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 February 5, 2007, One IP Voice, Inc., a Delaware corporation (the "Company)
entered into an Asset Purchase Agreement ("Purchase Agreement") in connection
with the contemplated sale of substantially all of the assets of the legacy
telephone business of the Company to FTG Inc., a Connecticut corporation
("FTG"), under Section 363 of the Bankruptcy Code (the "Section 363 Sale").
ITEM 1.03. BANKRUPTCY OR RECEIVERSHIP.
On December 13, 2006, the Company, and its subsidiary OIPV Corp., a Delaware
corporation (such subsidiary, together with the Company, the "Debtors"), filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code with the United States Bankruptcy Court for the District of Connecticut,
Hartford, Connecticut (the "Bankruptcy Court").
The Bankruptcy Court assumed jurisdiction over the assets of the Debtors as of
the date of the filing of the bankruptcy petition. The Debtors remain in
possession of their assets, and continue to manage and operate their business
and properties, as debtors-in-possession, subject to the provisions of the
Bankruptcy Code and the supervision and orders of the Bankruptcy Court.
There can be no assurance that the Debtors can remain as debtors-in-possession
and that a trustee will not be appointed to operate the business of the
Debtors. Furthermore, there can be no assurance that the Debtors will retain
control of their assets during the pendency of the bankruptcy case. The
Debtors' current business relationships and arrangements, and Debtors' ability
to negotiate future business arrangements may be adversely affected by the
filing of the bankruptcy petition by the Debtors.
As part of the Purchase Agreement, the Company filed a motion for an order
granting authority to sell their assets to FTG pursuant to Section 363 of the
Bankruptcy Code, establishing bidding procedures and setting a hearing date on
the sale of the assets. On February 8, 2007 the Court entered an order (the
"Sale Order") authorizing the Section 363 Sale, a copy of which Sale Order is
attached to this Current Report on Form 8-K as Exhibit 99.1.
ITEM 2.04. TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF BALANCE SHEET ARRANGEMENT.
The information contained in "Item 1.01 Entry into a Material Definitive
Agreement" of this Current Report on Form 8-K is incorporated herein by
reference.
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ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
As previously announced, the Company filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Filing") in
the Bankruptcy Court. In connection with the Bankruptcy Filing, the Company is
currently in the process of restructuring. The Company is continuing to operate
its business as "debtors-in-possession" under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of Chapter 11
of the United States Bankruptcy Code ("Bankruptcy Code").
The Company currently is not planning to propose a Plan of Reorganization but
is attempting to maximize the return to creditors by liquidating its legacy
telephone equipment business and its Voice Over IP business in one or more
sales conducted pursuant to Section 363 of the Bankruptcy Code.
In conjunction with these plans, the Company may incur charges related to lease
terminations, disposal of fixed assets, liquidation of inventory, employee
severance and other exit costs. In light of the Company's current financial
status, the Bankruptcy Filing and the ongoing reorganization efforts, the
Company is currently unable to make an estimate of the costs, charges and cash
outlays associated with the business closings.
Additional information about the Bankruptcy Filing can be found at the United
States District Bankruptcy Court - District of Connecticut, 450 Main St # 7,
Hartford, CT 06103, (860) 240-3679 or on the Bankruptcy Court's web site:
http://www.ctb.uscourts.gov.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On February 5, 2007, Mr. Jean Stiegemeier informed the Company of his intention
to step aside as Chief Executive Officer of the Company in order to avoid any
conflict of interest in the event that Mr. Stiegemeier were to make a bid
pursuant to Section 363 to acquire the assets of OIPV Corp. Mr. Stiegemeier
will continue as Chairman of the Board of Directors of the Company.
Pursuant to a Court Order dated February 5, 2007, Frederick Robertson was
appointed to act as Chief Executive Officer of the Company. A copy of the Court
Order is attached to this Current Report on Form 8-K as Exhibit 99.2.
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Cautionary Statement Regarding Forward-Looking Statements and Other Matters
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Some information contained in this Current Report on Form 8-K may be
forward-looking statements within the meaning of the federal securities laws.
These forward-looking statements are not historical in nature and include
statements that reflect, when made, the Company's views with respect to current
events and financial performance. These forward-looking statements can be
identified by forward-looking words such as "may," "will," "expect," "intend,"
"anticipate," "believe," "estimate," "plan," "could," "should" and "continue"
or similar words. These forward-looking statements may also use different
phrases. All such forward-looking statements are and will be subject to
numerous risks and uncertainties, many of which are beyond our control that
could cause actual results to differ materially from such statements. Factors
that could cause actual results to differ materially include, without
limitation: the ability of the Company to continue as a going concern; the
ability of the Company to obtain court approval with respect to motions in the
Chapter 11 proceeding filed by it from time to time including the continued use
of cash collateral; the ability of the Company to develop, prosecute, confirm
and consummate one or more plans of the reorganization with respect to the
Chapter 11 proceeding; risks associated with failing to obtain court approval
for one or more extensions to the exclusivity period for the Company to propose
and confirm one or more plans of reorganization or with third parties seeking
and obtaining court approval to terminate or shorten any such exclusivity
period, for the appointment of a Chapter 11 trustee or to convert the Chapter
11 proceeding to a Chapter 7 proceeding; risks associated with the Company's
restructuring process, including the risks associated with the sale of certain
assets to achieve the desired results; the ability of the Company to obtain and
maintain adequate terms with vendors and service providers; the potential
adverse impact of the Chapter 11 proceeding on the Company's liquidity or
results of operations; the ability of the Company to finalize, fund and execute
its business plan; risks associated with inflationary cost increases in
materials, energy and employee wages and benefits; risks associated with price
increases, including the risk that such actions will not effectively offset
inflationary cost pressures and may adversely impact sales of the Company's
products; the ability of the Company to retain, motivate and/or attract key
executives and employees; changes in our relationship with employees; changes
in general economic and business conditions, the effectiveness of advertising
and marketing spending; any inability to protect and maintain the value of the
Company's intellectual property; actions of competitors, including pricing
policy and promotional spending; bankruptcy filings by customers; costs
associated with environmental compliance and remediation; actions of
governmental entities, including regulatory requirements; the outcome of legal
proceedings to which we are or may become a party; business disruption from
terrorist acts, our nation's response to such acts and acts of war; and other
factors.
These statements speak only as of the date of this Current Report on Form 8-K,
and we disclaim any intention or obligation to update or revise any
forward-looking statements to reflect new information, future events or
developments or otherwise, except as required by law. We have provided
additional information in our filings with the SEC, which readers are
encouraged to review, concerning other factors that could cause actual results
to differ materially from those indicated in the forward-looking statements.
Similarly, these and other factors, including the terms of any reorganization
plan ultimately confirmed, can affect the value of the Company's various
pre-petition liabilities, common stock and/or other equity securities. No
assurance can be given as to what values, if any, will be ascribed in the
Chapter 11 proceeding to each of these liabilities and/or securities.
Accordingly, the Company urges that the appropriate caution be exercised with
respect to existing and future investments in any of these liabilities and/or
securities.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Order entered by the Bankruptcy Court on February 8, 2007
99.2 Order entered by the Bankruptcy Court on February 5, 2007
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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.
ONE IP VOICE, INC.
By: /s/ Frederick Robertson
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Frederick Robertson
Chief Executive Officer
Date: February 9, 2007
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