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Replies to post #8019 on iVoice, Inc.(fka IVOI)
08/17/11 9:13 AM
Hydra is a wholly owned subsidiary of American Security Resources Corporation. Under the terms of the Agreement, Hydra will merge into iVoice with iVoice being the surviving company. All of the common stock of Hydra will be exchanged for 1 million shares of iVoice Series A Preferred Stock with each such share having super-voting rights equal to 10,000 votes for every one vote granted to iVoice Class A Common Stock and each such share being convertible, at the holder's option, into 153.5 shares of Class A Common Stock. Based upon the present number of iVoice Class A Common Stock shares outstanding, 6,265,563,493 shares, the Hydra shareholders will hold 61.48% of the voting shares of iVoice.
Business after the Merger
The transaction contemplated by the Agreement and Plan of Merger may be called a reverse merger. Upon the closing of the contemplated transaction, Hydra will merge into iVoice and iVoice will be the surviving company. However, iVoice will thereafter adopt the business and/or business plan of Hydra. Specifically, iVoice will thereafter be in the business of developing, marketing and selling hydrogen fuel cell electric generators.
Management and Board of Directors after the Merger
Upon the closing of the transaction contemplated by the Agreement, the present management and the members of the Board of Directors will resign after the present Board of Directors elect the following new members to the Board and the officers listed below:
Frank Neukomm Chairman of the Board and Chief Executive Officer
Robert C. Farr President, Chief Operating Officer and Director
James Twedt Executive Vice President and Director
Descriptions of the prospective new members of the Board of Directors and the management of the Company appear below:
Frank Neukomm (age 58) has an extensive background in finance, mergers and acquisitions, and sales and marketing. Mr. Neukomm has served as a senior executive of brokerage and M & A companies, software companies and telecom companies. Mr. Neukomm has been instrumental in purchasing or starting companies in industries as diverse as insurance, consumer retail goods, industrial services and wireless telecommunications. Since 1995, Mr. Neukomm has served as President of NeuHaus Advisors, Inc., a consulting firm to the telecommunications industry.
Robert Farr (age 62) has extensive Fortune 500 management experience in a variety of industries. His experience extends to domestic and international finance, marketing, manufacturing and distribution. He is the Principal of Creative Equity Strategies.
James R. Twedt, Director, has over forty years of public and private company accounting and management experience. He has been the President and CEO of Hydra Fuel Cell Corp. since inception and has led the subsidiary from startup to production in less than twelve months. He previously served as CFO of Computer Automation Systems, Inc., a predecessor enterprise to American Security Resources Corp.
SOURCE: IVOI 14C
Neukomm continued, "At the time of the merger, ARSC will have majority voting control of IVOI. It will be recapitalized and the name changed to Hydra Fuel Cell Corp., after which we will dividend the Hydra shares to ARSC's shareholders at an expected ratio of one (1) share of new Hydra stock for each 150 current shares of ARSC. We expect that the value of Hydra is such that its initial trading range could be between $0.08 and $0.16 per share."
JUNE 7, 2011 PR
