UNITED STATES
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): February 27, 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
-------------------------------------------------------------------------------
(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))
===============================================================================
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.
ITEM 7.01. REGULATION FD DISCLOSURE
On February 27, 2007, the Debtors filed with the Bankruptcy Court as required
by the Bankruptcy Code amended consolidated monthly operating reports for the
four week period ending December 31, 2006 (the "MOR").
The Company is required to file the MOR with the Bankruptcy Court and the U.S.
Trustee pursuant to requirements under Local Rule 2015-2 C. The MOR should be
read in conjunction with the Company's second and third quarter fiscal 2006
Form 10-Qs that were filed with the SEC on August 14 and November 20, 2006,
respectively. The MOR is not audited and will not be subject to audit or review
by the Company's external auditors on a stand-alone basis at any time in the
future. The MOR does not include certain quarterly and year-to-date adjustments
reflected upon review of major asset and liability accounts prior to the
Company's filing of its quarterly and annual financial statements with the SEC.
The information contained in the MOR is subject to additional qualifications
and limitations as described in the Explanatory Notes to the MOR and readers
are advised to read and consider such qualifications and limitations carefully.
Accordingly, the Company cautions readers not to place undue reliance upon the
information contained in the MOR. Readers are also cautioned to refer to the
risk factors contained in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2005, which addresses risks that could adversely
affect our financial condition, results of operations and cash flows. For these
reasons, the financial information contained in the report furnished today is
not indicative of the Company's financial condition or operating results on a
basis consistent with generally accepted accounting principles in the United
States.
2
The foregoing description of the MOR is not intended to be complete and is
qualified in its entirety by reference to the MOR attached hereto as Exhibit
99.1 and incorporated by reference herein.
The information in this Current Report on Form 8-K under the heading Item 7.01,
"Regulation FD Disclosure," including Exhibit 99.1, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
to such filing.
Cautionary Statement Regarding Forward-Looking Statements and Other Matters
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.
3
ITEM 9. 01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Monthly Operating Reports Filed with the Bankruptcy Court on
February 27, 2007
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
------------------------------------
Frederick Robertson
Chief Executive Officer
Date: March 14, 2007
4