Unassociated Document
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by
the Registrant o
Filed by
a Party other than the Registrant o
Check the
appropriate box:
o Preliminary Proxy
Statement
o Confidential, for
Use of the Commission Only (as permitted by Rule 14A-6(e)(2))
o Definitive Proxy
Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ONE
VOICE TECHNOLOGIES, INC.
(Name of
Registrant as Specified In Its Charter)
N.A.
(Name of
Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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$125 per Exchange
Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A. |
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$500 per each party
to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). |
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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(1) |
Title of each class
of securities to which transaction applies: |
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Aggregate number of
securities to which transaction applies: |
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(3) |
Per unit price or
other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was
determined):
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(4) |
Proposed maximum
aggregate value of transaction: |
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(5) |
Total fee
paid: |
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Fee paid previously
with preliminary materials. |
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Check box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number,
or
the Form or Schedule and the date of its filing.
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(1) |
Amount Previously
Paid: |
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(2) |
Form, Schedule or
Registration Statement No.: |
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Filing
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Date
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ONE
VOICE TECHNOLOGIES, INC.
7825
FAY AVENUE
SUITE
200
LA
JOLLA, CA 92037
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
MAY
22, 2009
NOTICE IS
HEREBY GIVEN that a special meeting of the stockholders of One Voice
Technologies, Inc., will be held at Embassy Suites, 4550 La Jolla Village
Drive,
San Diego, California 92122, on May 22, 2009, at 10:30 am PST. At the
meeting,
you will be asked to vote on:
(1) To
consider and act upon a proposal to approve an amendment to the Articles
of Incorporation to implement a reverse stock split of the Company's
common
stock, par value $0.001 per share, at a ratio of one-for-20; and
(2) The
transaction of such other and further business as may properly come
before the meeting.
The board
of directors has fixed the close of business on April 8, 2009 as the
record date for the determination of stockholders entitled to notice of and
to vote
at the meeting. A list of stockholders of record on the record date will
be
available for inspection by stockholders at the office of the Corporation,
7825 Fay
Avenue, Suite 200, La Jolla, CA 92037 during the ten days prior to the
meeting.
The
enclosed proxy statement contains information pertaining to the matters
to be voted on at the annual meeting.
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By Order of
the Board of Directors |
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/s/ Dean
Weber |
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Dean
Weber
Chief Executive
Officer
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La Jolla,
California
April 14,
2009
THIS
MEETING IS VERY IMPORTANT TO US AND TO OUR STOCKHOLDERS. THE MATTER TO BE
VOTED
UPON, THE ONE-FOR-20 REVERSE SPLIT, REQUIRES THE APPROVAL OF THE HOLDERS
OF A
MAJORITY OF THE VOTING POWER OF OUR OUTSTANDING COMMON STOCK. WHETHER OR
NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE, SIGN, DATE
AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PRE-ADDRESSED POSTAGE-PAID
ENVELOPE AS DESCRIBED ON THE ENCLOSED PROXY CARD. YOUR PROXY, GIVEN THROUGH
THE RETURN OF THE ENCLOSED PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE
BY FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE MEETING A WRITTEN
NOTICE OF
REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING
THE MEETING AND VOTING IN PERSON.
ONE
VOICE TECHNOLOGIES, INC.
7825
FAY AVENUE, SUITE 200
LA
JOLLA, CA 92037
PROXY
STATEMENT
SPECIAL
MEETING OF STOCKHOLDERS
MAY 22,
2009
The
enclosed proxy is solicited by the Board of Directors of One Voice Technologies,
Inc. (the "Company"), a Nevada corporation in connection with the Special
Meeting of Shareholders to be held at Embassy Suites, 4550 La Jolla Village
Drive, San Diego, California 92122 on Friday, May 22, 2009, at 10:30 am
PST, and
any adjournments thereof, for the purposes set forth in the accompanying
Notice of Meeting. Unless instructed to the contrary on the proxy, it is the
intention of the persons named in the proxy to vote the proxies:
1. To
consider and act upon a proposal to approve an amendment to the Articles
of Incorporation to implement a reverse stock split of the Company's
common
stock, par value $0.001 per share, at a ratio one for twenty and to file
such
amendment with the Nevada Secretary of State (the "Reverse Split");
and
2. To act
on such other matters as may properly come before the meeting or any
adjournment or adjournments thereof.
Pursuant
to rules adopted by the U.S. Securities and Exchange Commission, you may
access a copy of the proxy materials and the Company's annual report on
Form 10-K
at www.onev.com.
The
record date with respect to this solicitation is the close of business
on April
8, 2009 and only shareholders of record at that time will be entitled
to vote
at the meeting. The principal executive office of the Company is 7825
Fay
Avenue, Suite 200, La Jolla, CA 92037, and its telephone number is (866)
823-1432.
The shares of Common Stock represented by all validly executed proxies
received
in time to be taken to the meeting and not previously revoked will be
voted at
the meeting. This proxy may be revoked by the shareholder at any time
prior to
its being voted by filing with the Secretary of the Company either a
notice of
revocation or a duly executed proxy bearing a later date. This proxy
statement
and the accompanying proxy were mailed to you on or about April 14, 2009.
OUTSTANDING
SHARES; QUORUM; REQUIRED VOTE
The
number of outstanding shares of Common Stock entitled to vote at the
meeting
is 1,290,000,000. Each share of Common Stock is entitled to one vote.
The
presence at the meeting, in person or by proxy, of the holders of Common
Stock
holding in the aggregate a majority of the voting power of the Company's
common
stock entitled to vote shall constitute a quorum for the transaction of
business.
A majority of the votes properly cast upon any question by the stockholders
attending the meeting, in person or by proxy, shall decide the question.
Abstentions and broker non-votes will count for purposes of establishing
a quorum, but will not count as votes cast for any proposal and accordingly
will have no effect.
Votes
shall be counted by one or more persons who shall serve as the inspectors
of election. The inspectors of election will canvas the shareholders
present
in person at the meeting, count their votes and count the votes represented
by proxies presented. Abstentions and broker non-votes are counted for
purposes of determining the number of shares represented at the meeting, but
are
deemed not to have voted on the proposal. Broker non-votes occur when a
broker
nominee (who has voted on one or more matters at the meeting) does not
vote on
one or more other matters at the meeting because it has not received
instructions
to so vote from the beneficial owner and does not have discretionary
authority to so vote.
For
purposes of determining the votes cast with respect to any matter presented
for consideration at the meeting, only those votes cast 'for' or 'against'
are included. However, if a proxy is signed but no specification is given,
the shares will be voted 'FOR' the Proposal
PRINCIPAL
SHAREHOLDERS
The
following table sets forth, as of April 8, 2009, certain information
with
respect to the beneficial ownership of our Common Stock by each shareholder
known by
us to be the beneficial owner of more than 5% of our Common Stock and
by each
of our current directors and executive officers. Each person has sole
voting
and investment power with respect to the shares of common stock, except
as
otherwise indicated. Information relating to beneficial ownership of common
stock by
our principal shareholders and management is based upon information furnished
by each person using `beneficial ownership' concepts under the rules
of the
Securities and Exchange Commission. Under these rules a person is deemed
to be a
beneficial owner of a security if that person has or shares voting power,
which includes the power to vote or direct the voting of the security or
investment
power, which includes the power to vote or direct the voting of the security.
A person
is also deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership within 60 days. Shares
of Common
Stock which an individual or group has a right to acquire within 60 days
pursuant to the exercise or conversion of options are deemed to be outstanding
for the purpose of computing the percentage ownership of such individual
or group, but are not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person shown in the table.
Under the
Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities and a person may
be deemed
to be a beneficial owner of securities as to which he or she may not
have any
pecuniary beneficial interest.
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Shares
Beneficially Owned (1)
Name
and Address of Beneficial Owner
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Number
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Percent
(2)
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Dean
Weber, CEO, President and
Chairman
of the Board (3)
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35,957,800
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2.8%
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Rahoul Sharan,
Director |
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4,960,000
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*
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Bradley J. Ammon,
Director |
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3,675,000
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*
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Alpha Capital
Anstalt |
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128,871,000
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(6) |
9.99
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Total shares held by
officers and
directors (3) persons: |
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44,592,800
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3.5%
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*less
than 1%
(1) The
address for each of the named individuals is c/o One Voice Technologies,
Inc., 7825 Fay Avenue, Suite 200, La Jolla, CA 92037.
(2) The
applicable percentage of ownership is based on 1,290,000,000 shares of
our
Common Stock issued and outstanding as of April 14, 2009.
(3) Includes
options to purchase 32,000,000 shares of Common Stock.
(4) Represents
options to purchase 4,960,000 shares of Common Stock
(5) Represents
options to purchase 3,675,000 shares of Common Stock
(6) Represents
the maximum amount of shares that Alpha Capital Anstalt can beneficially
control under a contractually stipulated 9.99% ownership restriction.
The full conversion of Alpha Capital Anstalt's Notes and exercise
of its warrants would cause Alpha Capital Anstalt to exceed this restriction.
ABOUT
THE MEETING
WHAT
IS BEING CONSIDERED AT THE MEETING?
You will
be voting for:
[_] The
approval of a proposal to approve one-for-20 reverse split of our common
stock;
[_] The
transaction of such other and further business as may properly come
before the meeting.
WHO
IS SOLICITING YOUR PROXY?
Your
proxy is being solicited by our board of directors.
WHO
IS ENTITLED TO VOTE AT THE MEETING?
You may
vote if you owned stock as of the close of business on April 8, 2009,
which is the record date for determining who is eligible to vote at the
annual
meeting. Each share of common stock is entitled to one vote.
HOW
DO I VOTE?
You can
vote either by attending the meeting and voting at the meeting or by
completing, signing and returning the enclosed proxy card.
CAN
I CHANGE MY MIND AFTER I VOTE?
Yes, you
may change your mind at any time before the polls close at the meeting.
You can change your vote by signing another proxy with a later date and
returning
it to us prior to the meeting or by voting again at the meeting. If your
stock is held in a brokerage account, you must provide your broker with
instructions
as to any changes in the voting instructions which you previously provided
to your broker.
WHAT
IF I SIGN AND RETURN MY PROXY CARD BUT I DO NOT INCLUDE VOTING INSTRUCTIONS?
If you
sign your proxy card and return it to us but you do not include voting
instructions as to any proposal, your proxy will be voted FOR the one-for
20
reverse split of our common stock. If you include voting instructions on
some, but
not all, of the proposals, your proxy will be voted in accordance with
your
instructions on those matters for which you included voting instructions
and FOR
any other proposals.
WHAT
DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
It means
that you have multiple accounts with brokers and/or our transfer agent.
Please vote all of these shares. We recommend that you contact your broker
and/or our transfer agent to consolidate as many accounts as possible
under the
same name and address. Our transfer agent is Corporate Stock Transfer,
3200
Cherry Creek Drive South, Suite 430, Denver, CO 80209.
HOW
MANY VOTES MUST BE PRESENT TO HOLD THE MEETING?
In order
for us to conduct our meeting, we must have a quorum. We will have a
quorum, and be able to conduct the meeting, if a majority of our outstanding
shares as April 8, 2009, are present at the meeting. Your shares will be
counted as being present at the meeting if you attend the meeting or if
you
properly return a proxy by mail or if you give your broker voting instructions
and the broker votes your shares.
On the
record date, April 8, 2009, we had 1,290,000,000 shares of common stock
outstanding and entitled to vote. This number of shares does not include
treasury
stock. We will have a quorum if a majority of the outstanding voting
shares
are present and voting at the annual meeting.
WILL
MY SHARES BE VOTED IF I DO NOT PROVIDE MY PROXY?
If your
shares are registered in your name, they will not be voted unless you
submit your proxy card, or vote in person at the meeting. If your shares are
held in
street name, your bank, brokerage firm or other nominee, under some circumstances,
may vote your shares.
Brokerage
firms, banks and other nominees may vote customers' un-voted shares on
"routine" matters. Generally, a broker may not vote a customer's un-voted
shares on non-routine matters without instructions from the customer
and must
instead submit a "broker non-vote." A broker non-vote is counted toward
the
shares needed for a quorum, but it is not counted in determining whether a
matter
has been approved.
WHAT
VOTE IS REQUIRED TO APPROVE THE OTHER MATTERS BROUGHT BEFORE THE
MEETING?
The
proposal to approve the Reverse Split requires the vote of a majority
of the
voting power of our outstanding shares of common stock. Since there are
1,290,000,000
shares of common stock outstanding on the record date, we will need the
affirmative vote of the holders of a majority of the voting shares of
common
stock in order to approve the Reverse Split. Thus, an abstention or a
non-vote
has the same effect as a negative vote.
WHO
IS PAYING THE COST OF THE MEETING?
We will
pay for preparing, printing and mailing this proxy statement. Proxies
may be solicited on our behalf by our directors, officers or employees
in person
or by telephone, electronic transmission and facsimile transmission.
We will
reimburse banks, brokers and other custodians, nominees and fiduciaries
for their
out-of-pocket costs of sending the proxy materials to our beneficial
owners.
We anticipate that the fees and expenses of such firm will be in the
range of
$7,500 to $10,000.
PROPOSAL
TO
AUTHORIZE THE FILING OF AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO AUTHORIZE A REVERSE STOCK SPLIT OF ALL OF THE OUTSTANDING SHARES OF
COMMON STOCK OF THE COMPANY AT A RATIO OF 1 FOR 20.
The
Company proposes to authorize the Company's Board of Directors to effect a
reverse split of all outstanding shares of the Company's Common Stock
by an
amendment to the Company's Articles of Incorporation. The amendment would
effect a
reverse stock split in a ratio of 1 for 20.
If the
shareholders elect to implement the reverse stock split, each issued
and outstanding share of Common Stock would automatically be changed into
a
fraction of a share of Common Stock in accordance with the ratio of 1 for 20.
The par
value of the Common Stock would remain unchanged at $0.001 per share,
and the
number of authorized shares of Common Stock would remain unchanged. Any
fractional
shares resulting from the reverse stock split will be rounded up to the
nearest whole number. The reverse stock split would become effective upon
filing
the amendment to the Company's Articles of Incorporation with the Secretary
of State of the State of Nevada.
STATUS |
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NUMBER
OF
SHARES
AUTHORIZED
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NUMBER
OF
SHARES
ISSUED
AND
OUTSTANDING
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NUMBER
OF
SHARES
AUTHORIZED
BUT
UNISSUED
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Pre-Reverse
Split |
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1,290,000,000 |
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1,290,000,000 |
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0 |
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Post- Reverse
Split |
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1,290,000,000 |
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64,500,000 |
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1,225,500,000 |
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REASONS
FOR THE REVERSE STOCK SPLIT
The Board
believes that the current per-share price of the Common Stock has
limited the effective marketability of the Common Stock because of the
reluctance
of many brokerage firms and institutional investors to recommend lower-priced
stocks to their clients or to hold them in their own portfolios. Further,
analysts at many brokerage firms do not monitor the trading activity or
otherwise
provide research coverage of lower priced or penny stocks. Certain policies
and practices of the securities industry may tend to discourage individual
brokers within those firms from dealing in lower-priced stocks. Some
of these
policies and practices involve time-consuming procedures that make the
handling
of lower priced stocks economically unattractive. The brokerage commission
on a sale of lower priced stock also may represent a higher percentage
of the sale price than the brokerage commission on a higher priced issue.
Any reduction in brokerage commissions resulting from a reverse stock
split may
be offset, however, by increased brokerage commissions required to be
paid by
shareholders selling "odd lots" created by the reverse stock split.
The
effective increase in the authorized number of unissued shares of Common
Stock that would result from the reverse stock split could have a number
of
effects on the Company's shareholders depending upon the exact nature and
circumstances
of any actual issuances of authorized but unissued shares. The increase
could have an anti-takeover effect, in that additional shares could be
issued
(within the limits imposed by applicable law) in one or more transactions
that
could make a change in control or takeover of the Company more difficult.
For
example, additional shares could be issued by the Company so as to dilute
the stock
ownership or voting rights of persons seeking to obtain control of the
Company.
Similarly, the issuance of additional shares to certain persons allied
with the
Company's management could have the effect of making it more
difficultto remove
the Company's current management by diluting the stock ownership or voting
rights of persons seeking to cause such removal. Except as further discussed
herein, the Board of Directors is not aware of any attempt, or contemplated
attempt, to acquire control of the Company, and this proposal is not being
presented with the intent that it be utilized as a type of anti-takeover
device. The Company does not have any current intent to issue the shares
that are newly available as a result of the reverse stock split.
In
evaluating the reverse stock split, the Company's Board of Directors
also took
into consideration negative factors associated with reverse stocksplits.
These factors include the negative perception of reverse stock splits
held by
many investors, analysts and other stock market participants, as well as
the fact
that the stock price of some companies that have effected reverse stock
splits
has subsequently declined back to pre-reverse stock split levels. The
Board,
however, determined that these negative factors were outweighed by the
potential
benefits.
POTENTIAL
EFFECTS OF THE REVERSE STOCK SPLIT
The
immediate effect of a reverse stock split would be to reduce the number of
shares of Common Stock outstanding, and to increase the trading price
of the
Company's Common Stock. However, the effect of any reverse stock split
upon the
market price of the Company's Common Stock cannot be predicted, and the
history
of reverse stock splits for companies in similar circumstances is varied.
The Company cannot assure you that the trading price of the Company's
Common
Stock after the reverse stock split will rise in exact proportion to the
reduction
in the number of shares of the Company's Common Stock outstanding as a
result of
the reverse stock split. Also, as stated above, the Company cannot assure
you that a reverse stock split would lead to a sustained increase in the
trading
price of the Company's Common Stock, or that the trading price would
reach any
of the thresholds required by the NASDAQ markets. The trading price of
the
Company's Common Stock may change due to a variety of other factors,
including
the Company's operating results, other factors related to the Company's
business, and general market conditions.
EFFECTS
ON OWNERSHIP BY INDIVIDUAL SHAREHOLDERS
If the
Company implements the reverse stock split, the number of shares of Common
Stock held by each shareholder would be reduced by dividing the number of
shares
held immediately before the reverse stock split by 20 and then rounding
up to the
nearest whole share. The reverse stock split would affect the Company's
Common Stock uniformly and would not affect any common stock shareholder's
percentage ownership interests in the Company or proportionate voting
power, except to the extent that whole shares will be exchanged in lieu
of
fractional shares.
EFFECT
ON OPTIONS, WARRANTS AND OTHER SECURITIES
All
outstanding shares of options, warrants, notes, debentures and other
securities
entitling their holders to purchase shares of the Company's Common Stock
would be adjusted as a result of the reverse stock split, as required by
the terms
of these securities. In particular, the conversion ratio for each instrument
would be reduced, and the exercise price, if applicable, would be increased,
in accordance with the terms of each instrument and based on the of 1
for 20
ratio. Also, the number of shares reserved for issuance under the Company's
existing stock option plans would be reduced proportionally based on
such
ratio.
OTHER
EFFECTS ON OUTSTANDING SHARES
If a
reverse stock split were implemented, the rights of the outstanding shares of
Common Stock would remain the same after the reverse stock split.
The
reverse stock split may result in some shareholders owning "odd-lots"
of less
than 100 shares of Common Stock. Brokerage commissions and other costs
of
transactions in odd-lots are generally higher than the costs of transactions
in
"round-lots" of even multiples of 100 shares.
The
Common Stock is currently registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended. As a result, the Company is subject
to the
periodic reporting and other requirements of the Securities Exchange Act.
The
proposed reverse stock split would not affect the registration of the Common
Stock
under the Securities Exchange Act.
AUTHORIZED
SHARES OF COMMON STOCK
The
reverse stock split, if implemented, would not change the number of authorized
shares of the Company's Common Stock as designated by the Company's Articles
of Incorporation, as amended. Therefore, because the number of issued
and
outstanding shares of Common Stock would decrease, the number of shares
remaining
available for issuance of the Company's Common Stock would
increase.
PROCEDURE
FOR EFFECTING THE REVERSE STOCK SPLIT AND EXCHANGE OF STOCK CERTIFICATES
If the
Company's shareholders approve the proposed amendment to the Company's
Articles of Incorporation to effect the reverse stock split, the reverse
stock split would be implemented by filing the appropriate amendment to
the
Company's Articles of Incorporation with the Secretary of State of the State
of
Nevada, and the reverse stock split would become effective on the date of the
filing.
As of the
effective date of the reverse stock split, each certificate representing
shares of the Company's Common Stock before the reverse stock split would be
deemed, for all corporate purposes, to evidence ownership of the reduced
number of shares of Common Stock resulting from the reverse stock split.
All
options, warrants, convertible debt instruments and other securities would
also be
automatically adjusted on the effective date.
The
Company anticipates that its transfer agent will act as the exchange
agent for
purposes of implementing the exchange of stock certificates. As soon
as
practicable after the effective date, shareholders and holders of securities
convertible
into the Company's Common Stock would be notified of the effectiveness
of the Reverse Split. Shareholders of record would receive a letter of
transmittal requesting them to surrender their stock certificates for
stock
certificates reflecting the adjusted number of shares as a result of the
reverse
stock split. Persons who hold their shares in brokerage accounts or "street
name" would not be required to take any further actions to effect the
exchange
of their certificates. Instead, the holder of the certificate will be
contacted.
No new certificates would be issued to a shareholder until the shareholder
has surrendered the shareholder's outstanding certificate(s) together
with the properly completed and executed letter of transmittal to the
exchange
agent. Until surrender, each certificate representing shares before the
reverse
stock split would continue to be valid and would represent the adjusted
number of
shares based on the exchange ratio of the reverse stock split, rounded
up to the
nearest whole share. Shareholders should not destroy any stock certificate
and should not submit any certificates until they receive a letter of
transmittal.
FRACTIONAL
SHARES
The
Company will not issue fractional shares in connection with any reverse
stock split. Instead, any fractional share resulting from the reverse
stock
split would be rounded up to the nearest whole share.
ACCOUNTING
CONSEQUENCES
The par
value of the Company's Common Stock would remain unchanged at $.001 per
share after the reverse stock split. Also, the capital account of the
Company
would remain unchanged, and the Company does not anticipate that any
other
accounting consequences would arise as a result of the reverse stock
split.
FEDERAL
INCOME TAX CONSEQUENCES
The
following is a summary of material federal income tax consequences of
the
reverse stock split and does not purport to be complete. It does not discuss
any
state, local, foreign or minimum income or other tax consequences. Also, it
does not
address the tax consequences to holders that are subject to special tax
rules,
including banks, insurance companies, regulated investment companies,
personal
holding companies, foreign entities, nonresident alien individuals, broker-dealers
and tax-exempt entities. The discussion is based on the provisions
of the United States federal income tax law as of the date hereof, which is
subject to change retroactively as well prospectively. This summary also
assumes that the shares are held as a "capital asset," as defined in the
Internal
Revenue Code of 1986, as amended (generally, property held for investment).
The tax treatment of a shareholder may vary depending upon the particular
facts and circumstances of the shareholder. Each shareholder is urged
to
consult with the shareholder's own tax advisor with respect to the consequences
of the reverse stock split.
No gain
or loss should be recognized by a shareholder upon the shareholder's
exchange of shares pursuant to the reverse stock split. The aggregate
tax basis of the shares received in the reverse stock split would be
the same
as the shareholder's aggregate tax basis in the shares exchanged. The
shareholder's
holding period for the shares would include the period during which the
shareholder held the pre-split shares surrendered in the reverse stock
split.
The
Company's beliefs regarding the tax consequence of the reverse stock
split are
not binding upon the Internal Revenue Service or the courts, and there
can be no
assurance that the Internal Revenue Service or the courts will accept
the
positions expressed above. The state and local tax consequences of the
reverse
stock split may vary significantly as to each shareholder, depending
upon the
state in which he or she resides.
VOTE
REQUIRED; MANNER OF APPROVAL; APPRAISAL RIGHTS
Approval
to amend the Articles of Incorporation to effect a reverse stock split
requires the affirmative vote of the holders of a majority of the voting
power of
the outstanding shares of the Company. Under the Nevada Revised Statutes,
shareholders will not be entitled to exercise appraisal rights in connection
with the Reverse Split, and the Company will not independently provide
shareholders with any such right.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE REVERSE SPLIT.
FINANCIAL
STATEMENTS
Our
audited financial statements, which include our consolidated balance
sheets at
December 31, 2007 and 2006, and the related consolidated statements of
operations
and comprehensive income, stockholders' equity and cash flows for each of
the three years in the period ended December 31, 2007, are included in
our Form
10-KSB for the year ended December 31, 2007. Our unaudited financial
statements,
which include our consolidated balance sheet at March 31, 2008, June
30, 2008
and September 30, 2008 and the related consolidated statements of operations
and comprehensive income, stockholders' equity and cash flows for the
three
months ended March 31, 2008 and 2007; the three months ended June 30, 2008
and June
30, 2007; and the three months ended September 30, 2008 and September
30, 2007
are included in our Form 10-Q for the quarters ended March 31, 2008,
June 30,
2008 and September 30, 2008, respectively. A copy of our 10-KSB for 2007 and
our 10-Q for the quarters ended March 31, 2008, June 30, 2008, and September
30, 2008, respectively, as filed with the Securities and Exchange Commission,
are hereby incorporated by reference.
A copy of
our Form 10-KSB for the year ended December 31, 2007 is being delivered
concurrently with this proxy. Copies of our Form 10-Q for the quarters
ended
March 31, 2008, June 30, 2008 and September 30, 2008 may be obtained
without
charge by writing to Mr. Dean Weber, Chief Executive Officer, One Voice
Technologies,
Inc., 7825 Fay Avenue, Suite 200, La Jolla, CA 92037. Exhibits will be
furnished upon request and upon payment of a handling charge of $.25 per
page,
which represents our reasonable cost on furnishing such exhibits. Copies
of our
Form 10-KSB and 10-Q's are available on the SEC maintained web site that
contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address
of such
site is http//www.sec.gov.
OTHER
MATTERS
OTHER
MATTERS TO BE SUBMITTED
Our board
of directors does not intend to present to the meeting any matters
not referred to in the form of proxy. If any proposal not set forth in
this
proxy statement should be presented for action at the meeting, and is a
matter
which should come before the meeting, it is intended that the shares
represented
by proxies will be voted with respect to such matters in accordance with the
judgment of the persons voting them.
|
By
Order of the Board of Directors |
|
|
|
|
|
/s/ Dean
Weber |
|
Dean
Weber
Chief Executive
Officer
|
April 14,
2009
EXHIBIT
A
CERTIFICATE
OF AMENDMENT TO
ARTICLES
OF INCORPORATION OF
ONE
VOICE TECHNOLOGIES, INC.
(A
NEVADA CORPORATION)
PURSUANT
TO NRS 78.385 AND 78.390
The
undersigned, being the President and Chief Executive Officer of One Voice
Technologies, Inc., a corporation existing under the laws of the State of
Nevada,
does hereby certify under the seal of the said corporation as
follows:
1. The
name of the Corporation (hereinafter referred to as the "Corporation")
is One Voice Technologies, Inc.
2. The
Articles of Incorporation of the Corporation is hereby amended by replacing
Article FOURTH, in its entirety, with the following:
Article
FOURTH: The Corporation is authorized to issue two classes of stock.
One class of stock shall be Common Stock, par value $0.001. The second
class of
stock shall be Preferred Stock, par value $0.001. The Preferred Stock,
or any
series thereof, shall have such designations, preferences and relative,
participating,
optional or other special rights and qualifications, limitations or
restrictions thereof as shall be expressed in the resolution or resolutions
providing
for the issue of stock adopted by the Board of Directors and may be made
dependent upon facts ascertainable outside such resolution or resolutions
of the
Board of Directors, provided that the matter in which such facts shall
operate
upon such designations, preferences, rights and qualifications, limitations
or restrictions of such class or series of stock is clearly and expressly
set forth in the resolution or resolutions providing for the issuance
of such
stock by the Board of Directors
The total
number of shares of stock of each class which the Corporation shall
have authority to issue and the par value of each share of each class of
stock are
as follows:
|
CLASS |
PAR
VALUE
|
AUTHORIZED
SHARES
|
|
|
|
|
|
|
|
Common |
$0.001
|
1,290,000,000
|
|
|
|
|
|
|
|
Preferred |
$0.001
|
10,000,000
|
|
The
outstanding shares of Common Stock shall be reverse split on a one-for-twenty
basis, effective as of the effective date of this Certificate of Amendment.
The number of authorized, but unissued shares shall not be affected by the
Reverse Split.
3. The
amendment of the articles of incorporation herein certified has been duly
adopted by the unanimous written consent of the Corporation's Board of
Directors
and shareholders holding a majority of the voting power of the outstanding
shares of Stock of the Corporation in accordance with the provisions
of
Sections 78.320 of the General Corporation Law of the State of
Nevada.
IN
WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto
affixed and this Certificate of Amendment of the Corporation's Articles
of
Incorporation, as amended, to be signed by Dean Weber, its President and
Chief
Executive Officer, on ____, 2009.
|
One
Voice Technologies, Inc. |
|
|
|
|
|
|
By:
|
/s/ Dean
Weber |
|
|
|
Dean
Weber |
|
|
|
President
and Chief Executive Officer |
|
|
|
|
|
PROXY
ONE
VOICE TECHNOLOGIES, INC.
SPECIAL
MEETING OF STOCKHOLDERS- MAY 22, 2009
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Dean Weber with full power of substitution or
revocation,
proxies for the undersigned, to vote at the Special Meeting of the Stockholders
of One Voice Technologies, Inc. (the "Company"), to be held at 10:30 am,
PST, on Friday, May 22, 2009, at Embassy Suites, 4550 La Jolla Village
Drive,
San Diego, California 92122 and at any adjournment or adjournments thereof,
according to the number of votes the undersigned might cast and with
all
powers the undersigned would possess if personally present.
(1) To
approve the one-for-20 reverse split of the Company's common stock:
|
FOR o
|
AGAINST o
|
ABSTAIN o
|
|
(2) In
their discretion, upon the transaction of such other business as may
properly
come before the meeting; all as set forth in the Proxy Statement, dated
April 14,
2009.
The
shares represented by this proxy will be voted on Items 1 and 2 as directed
by the stockholder, but if no direction is indicated, will be voted FOR
Items 1
and 2.
If you
plan to attend the meeting please indicate below:
I plan to
attend the meeting o
Dated:
_________________________, 2009
(Signature(s))
Please
sign exactly as name(s) appear
hereon.
When signing as attorney, executor,
administrator,
trustee or guardian, please
give full
title as such.
Please
date, sign and mail this proxy in the
enclosed
envelope, which requires no postage
if mailed
in the United States.