Here's your news from Frankie!
Form 8-K for IVOICE, INC /NJ
8-Nov-2011
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 9, 2011, iVoice, Inc. ("iVoice") entered into an Agreement and Plan of Merger (the "Agreement") with Hydra Fuel Cell Corporation ("Hydra"). Hydra is a wholly owned subsidiary of American Security Resources Corporation.
On November 8, 2011, iVoice and Hydra entered into an Amended and Restated Agreement and Plan of Merger (the "Amended Agreement") that superseded the previously executed Agreement and Plan of Merger. Pursuant to the terms of the Amended Agreement Hydra, will merge into a wholly owned subsidiary of iVoice, iVoice Innovations, Inc.
In exchange for the common stock of Hydra, the sole shareholder of Hydra, American Security Resources Corporation ("ASRC") will receive 1 million shares of iVoice Series A Preferred Stock (the "Preferred Stock") with each share of Preferred Stock convertible into 153.5 shares of iVoice Class A Common Stock. However, the Preferred Stock will have no voting rights. Pursuant to the Amended Agreement, the Preferred Stock will not be delivered to ASRC until the following conditions are met: (i) Delivery by Hydra of the audited financial statements of Hydra for the fiscal year ended December 31, 2010 and certain other conditions set forth on Exhibit C of the Amended Agreement.
On the closing of the transaction as contemplated by the Amended Agreement, the following individuals will be elected as officers and directors of iVoice Innovations, Inc.:
Frank Neukomm Chairman of the Board, Chief Executive Officer and Director Robert C. Farr President, Chief Operating Officer and Director James Twedt, Executive Vice President and Director
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Amended and Restated Agreement and Plan of Merger by and between iVoice, Inc. and Hydra Fuel Cell Corporation dated November 8, 2011.
