As filed with the Securities and Exchange Commission on November 4, 2003
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ONE VOICE TECHNOLOGIES, INC.
(Name of small business issuer in its charter)
NEVADA 95-4714338
------ ----------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7372
(Primary Standard Industrial
Classification Code Number)
6333 GREENWICH DRIVE, SUITE 240
SAN DIEGO, CALIFORNIA 92122
(858) 552-4466
(Address and telephone number of principal executive offices and
principal place of business)
DEAN WEBER, PRESIDENT
ONE VOICE TECHNOLOGIES, INC.
6333 GREENWICH DRIVE, SUITE 240
SAN DIEGO, CALIFORNIA 92122
(858) 552-4466
(Name, address and telephone number of agent for service)
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Flr.
New York, New York 10018
(212) 930-9700
(212) 930-9725 (fax)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-109839
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED
OFFERING PRICE MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SECURITY(1) PRICE FEE
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Shares of common stock, $.001 par value (2) 7,846,154 $ 0.05 $ 392,307.70 $ 31.74
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Total 7,846,154 $ 392,307.70 $ 31.74
=============================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(g) under the Securities Act of 1933,
using the average of the high and low price as reported on the Over-the-Counter
Bulletin Board on November 3, 2003.
(2) Represents shares underlying convertible debentures.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form SB-2 (File No. 333-109839) filed by One Voice Technologies,
Inc. with the Securities and Exchange Commission (the "Commission") on November
4, 2003, including the exhibits thereto, which was declared effective by the
Commission on November 3, 2003, is incorporated herein by reference.
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SELLING STOCKHOLDERS
The table below sets forth information concerning the resale of the
shares of common stock by the selling stockholders. We will not receive any
proceeds from the resale of the common stock by the selling stockholders. We
will receive proceeds from the exercise of the warrants. Assuming all the shares
registered below are sold by the selling stockholders, none of the selling
stockholders will continue to own any shares of our common stock.
The following table also sets forth the name of each person who is
offering the resale of shares of common stock by this prospectus, the number of
shares of common stock beneficially owned by each person, the number of shares
of common stock that may be sold in this offering and the number of shares of
common stock each person will own after the offering, assuming they sell all of
the shares offered.
Total
Total Shares Percentage
of Common Stock of Common Shares of Beneficial Percentage
Issuable Upon Stock, Common Stock Beneficial Percentage of Ownership of Common
Conversion of Assuming Included in Ownership Common Stock After the Stock Owned
Notes and/or Full Prospectus Before the Owned Before Offering After Offering
Name Warrants* Conversion (1) Offering* Offering (1) (8) (4)
----------------------------------------------------------------------------------------------------------------------------------
Alpha Capital 15,894,066 15.89% Up to 11,098,767 9.99% -- --
Atiengesellschaft (2) 26,970,989
shares of
common stock
----------------------------------------------------------------------------------------------------------------------------------
Bristol Investment 12,425,998 12.11% Up to 11,098,767 9.99% -- --
Fund Ltd. (3) 20,733,691
shares of
common stock
----------------------------------------------------------------------------------------------------------------------------------
Ellis International 6,315,084 6.32% Up to 6,315,084 6.32% -- --
Ltd. (4) 10,468,930
shares of
common stock
----------------------------------------------------------------------------------------------------------------------------------
Greenwich Growth 849,275 ** Up to 849,275 ** -- --
Fund Limited (5) 849,275
shares of
common stock
----------------------------------------------------------------------------------------------------------------------------------
Stonestreet Limited 300,000 ** Up to 300,000 ** -- --
Partnership (6) 300,000
shares of
common stock
----------------------------------------------------------------------------------------------------------------------------------
01144 Limited (7) 29,167 ** Up to 29,167 ** -- --
29,167
shares of
common stock
----------------------------------------------------------------------------------------------------------------------------------
* Based on a conversion price of $.039 per share at October 17, 2003.
** Less than one percent.
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The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares, which the selling stockholder has the right to acquire within
60 days. The actual number of shares of common stock issuable upon the
conversion of the convertible preferred stock is subject to adjustment depending
on, among other factors, the future market price of the common stock, and could
be materially less or more than the number estimated in the table.
(1) Includes 200% of the shares issuable upon conversion of the convertible
notes, based on current market prices. Because the number of shares of common
stock issuable upon conversion of the convertible note is dependent in part upon
the market price of the common stock prior to a conversion, the actual number of
shares of common stock that will be issued upon conversion will fluctuate daily
and cannot be determined at this time. However the selling stockholder has
contractually agreed to restrict its ability to convert or exercise its warrants
and receive shares of our common stock such that the number of shares of common
stock held by it and its affiliates after such conversion or exercise does not
exceed 9.99% of the then issued and outstanding shares of common stock.
(2) Includes shares of common stock underlying convertible debentures and
4,817,143 shares underlying warrants that are currently exercisable at an
exercise price of $0.0474 per share. In accordance with rule 13d-3 under the
securities exchange act of 1934, Konrad Ackerman may be deemed a control person
of the shares owned by such entity.
(3) Includes shares of common stock underlying convertible debentures and
4,118,306 shares underlying warrants that are currently exercisable at an
exercise price of $0.0474 per share. Bristol Investment Fund, Ltd. is a private
investment fund that is owned by its investors and managed by Bristol DLP, LLC.
The managing members of Bristol DLP, LLC are Mr. Paul Kessler and Ms. Diana
Derycz Kessler, who have voting and investment control over the shares owned by
Bristol Investment Fund, Ltd.
(4) Includes shares of common stock underlying convertible debentures and
2,161,238 shares underlying warrants that are currently exercisable at an
exercise price of $0.0474 per share. Dr. Julian Ungar , an unaffiliated third
party, has investment power over the shares owned by such entity.
(5) Includes 790,941 shares of common stock and 58,334 shares underlying
warrants that are currently exercisable at an exercise price of $0.0474 per
share. Greenwich Growth Fund Limited is a private investment fund that is owned
by its investors and managed by Meridian Fund Management. The directors of
Meridian Fund Management are Arthur Jones, Jonathan Walk and Jennifer Kelly.
(6) Includes 300,000 shares underlying warrants that are currently exercisable
at an exercise price of $0.0474 per share. Michael Finkelstein, an unaffiliated
third party, has investment power over the shares owned by such entity.
(7) Includes 29,167 shares underlying warrants that are currently exercisable at
an exercise price of $0.0474 per share. 01144 Limited is a private investment
fund that is majority-owned by Ian McKinnon.
(8) Assumes that all securities registered will be sold.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorizes this registration
statement to be signed on its behalf by the undersigned, in the City of San
Diego, State of California, on November 4, 2003.
ONE VOICE TECHNOLOGIES, INC.
BY: /S/ DEAN WEBER
------------------------
DEAN WEBER, PRESIDENT
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Dean Weber Chief Executive Officer, Director November 4, 2003
------------------------ and Acting CFO
Dean Weber
/s/ Rahoul Sharan Director November 4, 2003
------------------------
Rahoul Sharan
/s/ Bradley J. Ammon Director November 4, 2003
------------------------
Bradley J. Ammon
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