Texas
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000-28985
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75-2785941
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(State
or Other Jurisdiction)
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(Commission
File Number)
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(I.R.S.
Employer Identification)
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of
Incorporation)
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o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
40.13e-4(c))
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(e) |
As
previously disclosed, on September 14, 2006, VoIP, Inc. (“the Company”)
entered into employment agreements with Anthony J. Cataldo, the Company's
Chairman and Chief Executive Officer, and Shawn Lewis, the Company's
Chief
Operating and Technology Officer. These agreements provided for,
among other things, the award of 10,000,000 stock options each to
Messrs.
Cataldo and Lewis upon sufficient underlying shares of common stock
being
authorized and available. The options were to be exercisable to purchase
10,000,000 shares of the Company's common stock each for Messrs.
Cataldo
and Lewis at an exercise price of $0.01 per share for a period of
five (5)
years. The options were to contain a cashless exercise provision
and cost
free piggyback registration rights with respect to the common stock
underlying the options. Messrs. Cataldo and Lewis were also to receive
sufficient additional options under the same terms to assure that
they
have the right to exercise options to maintain a minimum of 5% and
8%
beneficial ownership, respectively, of the Company's issued and
outstanding common stock.
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A number of the Company’s current financing agreements contain “favored nations” provisions that require convertible debt conversion prices and stock warrant exercise prices to be repriced (reduced) in the event that, among other things, options are granted at exercise prices less than the Company’s quoted common stock market price at grant date. However, these favored nations repricing provisions are not triggered upon issuing employee stock grants. Accordingly, in lieu of the stock options to be granted to Messrs. Cataldo and Lewis, the Board of Directors on January 24, 2007 resolved to issue stock grants, subject to sufficient increased shares of common stock being authorized and available for issuance, which will require shareholder approval. The stock grants are to have the same 5% and 8% anti-dilution provisions and piggyback registration rights. |
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VoIP,
INC.
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Date:
February 2, 2007
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By:
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/s/
Robert Staats
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Robert
Staats
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Chief
Accounting Officer
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