UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
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|_| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-12
ONE VOICE TECHNOLOGIES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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TABLE OF CONTENTS
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Page
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Introduction................................................................. 1
Outstanding Securities and Voting Rights..................................... 1
Questions and Answers About the Meeting and Voting........................... 2
Security Ownership of Certain Beneficial Owners and Management............... 5
Directors, Executive Officers and Key Employees.............................. 5
Indebtedness of Executive Officers and Directors............................. 6
Family Relationships......................................................... 6
Legal Proceedings............................................................ 6
The Board of Directors and Corporate Governance.............................. 7
Executive Compensation and Related Matters...................................10
Section 16(a) Beneficial Ownership Reporting Compliance......................12
Report of the Compensation Committee on Executive Compensation...............13
Item 1: Election of Directors.........................................13
Item 2: Increase of Authorized Shares.................................15
Item 3: Ratification of the Appointment of Independent Auditors........16
Form 10-KSB..................................................................17
Deadline for Future Proposals of Stockholders................................17
Other Matters Which May Come Before the Annual Meeting.......................17
Solicitation of Proxies......................................................18
ONE VOICE TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held July 13, 2006
TO THE STOCKHOLDERS OF ONE VOICE TECHNOLOGIES, INC.:
You are cordially invited to the 2006 Annual Meeting of Stockholders of One
Voice Technologies, Inc., which will be held at Embassy Suites Hotel, 4550 La
Jolla Village Drive, San Diego, California 92122, on Thursday, July 13, 2006
beginning at 10:00 a.m., local time. The Annual Meeting will be held for the
following purposes:
1. To elect three members to our Board of Directors, each to hold office
until the 2007 Annual Meeting and until his successor is elected and
qualified (Proposal 1);
2. To amend our Certificate of Incorporation to increase the number of
authorized shares of common stock, par value $.001 per share (the
"Common Stock"), of the Company from 990,000,000 shares to
1,290,000,000 shares (Proposal 2);
3. To consider, approve and ratify the appointment of Peterson & Company,
LLP as our independent auditors for the fiscal year ending December
31, 2006 (Proposal 3); and
4. To transact such other business as may properly come before the
meeting or any postponements or adjournments of the meeting.
BECAUSE OF THE SIGNIFICANCE OF THESE PROPOSALS TO THE COMPANY AND ITS
STOCKHOLDERS, IT IS VITAL THAT EVERY SHAREHOLDER VOTES AT THE ANNUAL MEETING IN
PERSON OR BY PROXY.
These proposals are fully set forth in the accompanying Proxy Statement,
which you are urged to read thoroughly. For the reasons set forth in the Proxy
Statement, your Board of Directors recommends a vote "FOR" each of the
proposals. The Company intends to mail the Annual Report, Proxy Statement and
Proxy enclosed with this notice on or about June 6, 2006, to all stockholders
entitled to vote at the Annual Meeting. If you were a stockholder of record of
our common stock on May 15, 2006, the record date for the Annual Meeting, you
are entitled to vote at the meeting and any postponements or adjournments of the
meeting. Stockholders are cordially invited to attend the Annual Meeting.
However, whether or not you plan to attend the meeting in person, your shares
should be represented and voted. After reading the enclosed Proxy Statement,
please sign, date, and return promptly the enclosed proxy in the accompanying
postpaid envelope we have provided for your convenience to ensure that your
shares will be represented. If you do attend the meeting and wish to vote your
shares personally, you may revoke your Proxy.
We hope that you will use this opportunity to take an active part in our
affairs by voting on the business to come before the Annual Meeting, either by
executing and returning the enclosed Proxy Card or by casting your vote in
person at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
DEAN WEBER
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
La Jolla, California
June 6, 2006
STOCKHOLDERS UNABLE TO ATTEND THE ANNUAL MEETING IN PERSON ARE REQUESTED TO DATE
AND SIGN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. A STAMPED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. IF A STOCKHOLDER RECEIVES MORE THAN ONE PROXY
CARD BECAUSE HE OR SHE OWNS SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES,
EACH PROXY CARD SHOULD BE COMPLETED AND RETURNED.
ONE VOICE TECHNOLOGIES, INC.
4275 EXECUTIVE SQUARE, SUITE 200
LA JOLLA, CALIFORNIA 92037
(858) 552-4466
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JULY 13, 2006
INTRODUCTION
This Proxy Statement is furnished to the stockholders by the Board of
Directors of One Voice Technologies, Inc., for solicitation of proxies for use
at the 2006 Annual Meeting of Stockholders to be held at Embassy Suites Hotel,
4550 La Jolla Village Drive, San Diego, California 92122, on Thursday, July 13,
2006, at 10:00 a.m., local time, and at any and all adjournments of the meeting.
The purpose of the Annual Meeting and the matters to be acted upon are set
forth in the following Proxy Statement. As of the date of this Proxy Statement,
our Board of Directors knows of no other business which will be presented for
consideration at the Annual Meeting. A stockholder giving a proxy pursuant to
this solicitation may revoke it at any time before it is exercised by submitting
a duly executed proxy bearing a later date or by delivering to our Secretary a
written notice of revocation prior to the Annual Meeting, or by appearing at the
meeting and expressing a desire to vote his or her shares in person. Subject to
such revocation, all shares represented by a properly executed proxy received
prior to or at the Annual Meeting will be voted by the proxy holders whose names
are set forth in the accompanying proxy in accordance with the instructions on
the proxy. If no instruction is specified with respect to a matter to be acted
upon, the shares represented by the proxy will be voted "FOR" the election of
the nominees for director and "FOR" each other matter set forth in this Proxy
Statement. If any other business properly comes before the meeting, votes will
be cast in accordance with the proxies in respect of any such other business in
accordance with the judgment of the persons acting under the proxies.
It is anticipated that the mailing to stockholders of this Proxy Statement
and the enclosed proxy will commence on or about June 6, 2006.
OUTSTANDING SECURITIES AND VOTING RIGHTS
Only stockholders of record at the close of business on the record date of
May 15, 2006 are entitled to notice of and to vote at the Annual Meeting. At
that date there were 471,507,020 outstanding shares of our common stock, par
value $.001 per share, and no outstanding shares of our preferred stock, par
value $.001 per share, our only outstanding voting securities. At the Annual
Meeting, each share of common stock will be entitled to one vote.
The representation, in person or by properly executed proxy, of the holders
of a majority of the voting power of the shares of stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum for the transaction of
business at the meeting. Stockholders are not entitled to cumulate their votes.
Abstentions and broker non-votes (shares held by a broker or nominee which are
represented at the Annual Meeting, but with respect to which such broker or
nominee is not empowered to vote on a particular proposal) are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. In the election of directors, holders of Common Stock are entitled
to elect three directors with the three candidates who receive the highest
number of affirmative votes being elected. Votes against a candidate and broker
non-votes have no legal effect. In matters other than the election of directors,
abstentions have the effect of votes against a proposal in tabulations of the
votes cast on proposals presented to stockholders, while broker non-votes do not
have any effect for purposes of determining whether a proposal has been
approved.
QUESTIONS AND ANSWERS ABOUT
ABOUT THE MEETING AND VOTING
1. WHAT IS A PROXY?
It is your legal designation of another person to vote the stock that you
own. That other person is called a proxy. If you designate someone as your
proxy in a written document, that document also is called a proxy or a
proxy card. Dean Weber, our Chairman of the Board, President and Chief
Executive Officer, has been designated as proxy for the 2006 Annual Meeting
of Stockholders.
2. WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN?
The record date for the 2006 Annual Meeting of Stockholders is May 15,
2006. The record date is established by our Board of Directors as required
by Nevada law and our By-laws. Stockholders of record (registered
stockholders and street name holders) at the close of business on the
record date are entitled to:
(a) receive notice of the meeting; and
(b) vote at the meeting and any adjournments or postponements of the
meeting.
3. WHAT IS THE DIFFERENCE BETWEEN A REGISTERED STOCKHOLDER AND A STOCKHOLDER
WHO HOLDS STOCK IN STREET NAME?
If your shares of stock are registered in your name on the books and
records of our transfer agent, you are a registered stockholder.
If your shares of stock are held for you in the name of your broker or
bank, your shares are held in street name. The answer to Question 14
describes brokers' discretionary voting authority and when your bank or
broker is permitted to vote your shares of stock without instructions from
you.
4. WHAT ARE THE DIFFERENT METHODS THAT I CAN USE TO VOTE MY SHARES OF COMMON
STOCK OR SERIES A STOCK?
(a) In Writing:
All stockholders of record can vote by mailing in their completed
proxy card (in the case of registered stockholders) or their completed
vote instruction form (in the case of street name holders).
(b) In Person:
All stockholders may vote in person at the meeting (unless they are
street name holders without a legal proxy).
5. HOW CAN I REVOKE A PROXY?
You can revoke a proxy prior to the completion of voting at the meeting by:
(a) giving written notice to our Secretary;
(b) delivering a later-dated proxy; or
(c) voting in person at the meeting.
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6. ARE VOTES CONFIDENTIAL? WHO COUNTS THE VOTES?
We will hold the votes of each stockholder in confidence from directors,
officers and employees except:
(a) as necessary to meet applicable legal requirements and to assert or
defend claims for or against us;
(b) in case of a contested proxy solicitation;
(c) if a stockholder makes a written comment on the proxy card or
otherwise communicates his or her vote to management; or
(d) to allow the independent inspectors of election to certify the results
of the vote.
7. WHAT ARE THE VOTING CHOICES WHEN VOTING ON DIRECTOR NOMINEES, AND WHAT VOTE
IS NEEDED TO ELECT DIRECTORS?
When voting on the election of director nominees to serve until the 2007
Annual Meeting of Stockholders, stockholders may:
(a) vote in favor of all nominees;
(b) vote to withhold votes as to all nominees; or
(c) withhold votes as to specific nominees.
Directors will be elected by a plurality of the votes cast.
Our Board recommends a vote "FOR" all of the nominees.
8. WHAT ARE THE VOTING CHOICES WHEN VOTING ON THE APPROVAL OF THE INCREASE IN
OUR AUTHORIZED SHARES OF COMMON STOCK FROM 990,000,000 TO 1,290,000,000
SHARES, AND WHAT VOTE IS NEEDED TO APPROVE?
When voting on the amendment to our Certificate of Incorporation to
increase the number of authorized shares of common stock, par value $.001
per share, of the Company from 990,000,000 shares to 1,290,000,000 shares,
stockholders may:
(a) vote in favor of the amendment;
(b) vote against the amendment; or
(c) abstain from voting on the amendment.
The amendment will be approved if the votes cast "FOR" are a majority of
the votes present at the meeting. The Board recommends a vote "FOR" the
amendment.
9. WHAT ARE THE VOTING CHOICES WHEN VOTING ON THE RATIFICATION OF THE
SELECTION OF PETERSON & COMPANY, LLP, AND WHAT VOTE IS NEEDED TO RATIFY ITS
SELECTION?
When voting on the ratification of the selection of Peterson & Company, LLP
as our independent auditors, stockholders may:
(a) vote in favor of the ratification;
(b) vote against the ratification; or
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(c) abstain from voting on the ratification.
The selection of the independent auditors will be ratified if the votes
cast "FOR" are a majority of the votes present at the meeting. The Board
recommends a vote "FOR" this proposal.
10. WHAT IF A STOCKHOLDER DOES NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING
A PROXY?
Stockholders should specify their choice for each matter on the enclosed
proxy. If no specific instructions are given, proxies which are signed and
returned will be voted FOR the election of all director nominees, FOR the
amendment to our Certificate of Incorporation to increase the number of
authorized shares of common stock, par value $.001 per share, of the
Company from 990,000,000 shares to 1,290,000,000 shares, and FOR the
proposal to ratify the selection of Peterson & Company, LLP.
11. WHO IS ENTITLED TO VOTE?
You may vote if you owned stock as of the close of business on May 15,
2006. Each share of our common stock is entitled to one vote. As of May 15,
2006, we had 471,507,020 shares of common stock outstanding.
12. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
It means that you have multiple accounts with brokers or our transfer
agent. Please vote all of these shares. We recommend that you contact your
broker or our transfer agent to consolidate as many accounts as possible
under the same name and address. Our transfer agent is Corporate Stock
Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado
80209, or you can reach Corporate Stock Transfer at (303) 282-4800.
13. 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' unvoted
shares on "routine" matters. Generally, a broker may not vote a customer's
unvoted 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.
14. ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED?
Broker non-votes will not be included in vote totals and will not affect
the outcome of the vote. In matters other than the elections of directors,
abstentions have the effect of votes against a proposal in tabulations of
the votes cast on proposals presented to stockholders.
15. HOW MANY VOTES MUST BE PRESENT TO HOLD THE MEETING?
To hold the meeting and conduct business, a majority of our outstanding
voting shares as of May 15, 2006 must be present at the meeting. On this
date, a total of 471,507,020 shares of our common stock were outstanding
and entitled to vote. Shares representing a majority, or 235,753,511 votes,
must be present. This is called a quorum.
Votes are counted as present at the meeting if the stockholder either:
(a) Is present and votes in person at the meeting, or
(b) Has properly submitted a proxy card.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the shares of our common
stock beneficially owned as of June 5, 2006 by (i) each person known to us to be
the beneficial owner of more than 5% of our common stock; (ii) each director and
nominee for director; (iii) each executive officer; and (iv) all of our
directors and executive officers as a group. Unless otherwise indicated in the
footnotes following the table, the persons as to whom the information is given
had sole voting and investment power over the shares of common stock shown as
beneficially owned by them. Unless otherwise indicated, the address of each
person shown is c/o One Voice Technologies, 4275 Executive Square, Suite 200, La
Jolla, California 92037.
We believe that all persons named in the table have sole voting and
investment power with respect to all shares of common stock beneficially owned
by them.
A person is deemed to be the beneficial owner of securities that can be
acquired by him within 60 days from June 5, 2006 upon the exercise of options,
warrants or convertible securities. Each beneficial owner's percentage ownership
is determined by assuming that options, warrants or convertible securities that
are held by him, but not those held by any other person, and which are
exercisable within 60 days of June 5, 2006 have been exercised and converted.
NAME AND ADDRESS OF PERCENT OF
BENEFICIAL OWNER AMOUNT BENEFICIALLY OWNED (1) CLASS (1)
--------------------------------- ----------------------------- -------------
Dean Weber (2) 12,473,800 2.66%
IVantage, Inc.(2) 900,200 *
James Hadzicki 2,782,300 *
Rahould Sharan 1,386,000 *
Bradley J. Ammon 959,000 *
Jocobo Kaloyan 20,735,000 4.49%
All Officers and Directors as 18,501,300 3.95%
a group (4 persons)
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*Less than one percent.
(1) Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of June 5, 2006 are deemed outstanding for computing the
percentage of the person holding such option or warrant but are not deemed
outstanding for computing the percentage of any other person.
(2) IVantage, Inc. is wholly owned by Dean Weber, Chairman of the Board, CEO,
and President of our company. Mr. Weber is the beneficial owner of the 900,200
shares in the name of IVantage, Inc. and those shares are also included in the
amount presented in this table for Mr. Weber.
EXECUTIVE OFFICERS
The following table sets forth the names and ages of our executive officers
during fiscal 2005.
NAME AGE POSITION
---- --- --------
Dean Weber 43 Chairman of the Board, President and
Chief Executive Officer; Director
James Hadzicki 44 Chief Financial Officer
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EXECUTIVE OFFICERS
DEAN WEBER, CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER;
DIRECTOR.
DEAN WEBER brings an extensive background to our company with over 20 years
of technology and management experience. He is responsible for developing our
strategic vision and pioneering our products, patented technology and business
strategies. He was elected to our Board of Directors in July of 1999 as
Chairman. Before founding our company in 1998, Mr. Weber played key roles in
many high profile technology companies including Northrop, United Technologies
and Xerox. Throughout his career, Mr. Weber has developed a comprehensive
knowledge of Human Computer Interaction, Cognitive Science, Artificial
Intelligence and Natural Language Processing. Mr. Weber currently has numerous
patents in Artificial Intelligence, Natural Language Processing and other
related technologies. As our CEO, Mr. Weber has been instrumental in the growth
and development of the company, successfully raising over $40 million of
funding, taking us public, winning the Deloitte and Touche Technology Fast 50
award, and has been featured in Forbes, Time, and on CNN. Mr. Weber holds a
Bachelor of Science degree in Computer Science from Central Connecticut State
University.
JAMES HADZICKI; CHIEF FINANCIAL OFFICER.
JAMES HADZICKI has been our Vice President of Operations since June 2002.
From January 2000 to June of 2002, Mr. Hadzicki served as Director of Operations
for our company. Mr. Hadzicki is actively involved in all financial,
administrative and operational decisions regarding accounting, quarterly and
annual audits, public filings and SEC activities. Prior to joining our team,
James served as the United States Directing Manager for HPK, a multi-national
marketing company. In this role, Jim opened and oversaw seven regional offices
throughout the U.S. and led many key promotional efforts with major retailers,
including Wal-Mart, K-Mart, and Target. Mr. Hadzicki received a B.S. in New
Venture Management/ Entrepreneurial Sciences from the University of Southern
California in 1984.
INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS
No executive officer, director or any member of these individuals'
immediate families or any corporation or organization with whom any of these
individuals is an affiliate is or has been indebted to us since the beginning of
our last fiscal year.
FAMILY RELATIONSHIPS
There are no family relationships among our executive officers and
directors.
LEGAL PROCEEDINGS
There has been no bankruptcy, receivership or similar proceedings.
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
As previously disclosed to the public in our reports filed with the
Securities and Exchange Commission, we were the subject of a legal proceeding in
the San Diego County Superior Court (the "Court") entitled La Jolla Cove
Investors, Inc. ("La Jolla") vs. One Voice Technologies, Inc., Case No.
GIC850038 (the "Action") which was filed with the Court for an unspecified
amount of damages. La Jolla held our convertible debentures related to our past
financings. La Jolla claimed that we failed to honor its conversion notices
resulting in damages. La Jolla filed a similar suit in 2004 and dismissed the
suit after we transferred shares pursuant to conversion notices and an interim
settlement agreement. In particular, we agreed to and did register 8,425,531
shares of our common stock to honor the past conversion notice and an additional
8,425,531 shares pursuant to such interim settlement agreement. Part of the
resolution of the first lawsuit restrained La Jolla from tendering additional
conversion notices for a specified period of time. During that time period, La
Jolla requested that we amend the terms of the outstanding debentures, but we
refused to do so. We tendered back the outstanding debenture amounts to La Jolla
on two occasions. We secured alternative financing and did not honor further
conversion notices from La Jolla. The Action was thereafter commenced by La
Jolla.
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On January 6, 2006, La Jolla and the Company entered into a Settlement
Agreement and Mutual Release (the "Settlement Agreement") in which La Jolla and
we agreed to forever settle, resolve and dispose of all claims, demands and
causes of action asserted, existing or claimed to exist between the parties
because of or in any way related to the Action. Under the Settlement Agreement,
La Jolla and the Company agreed that the parties shall bear their own costs and
attorney's fees associated with the Action. In addition, we agreed to pay to La
Jolla:
o 10,000,000 restricted shares of our common stock upon the execution of
the Settlement Agreement;
o $300,000 was paid on May 5, 2006; and
o $400,000 within 150 days of the date of the Settlement Agreement.
Interest shall accrue on the $700,000 unpaid balance at 8% per annum
commencing on the date of the Settlement Agreement until paid in full. If any
payment is not made within 30 days of its due date, La Jolla may enter a
judgment against us for the then unpaid balance, plus accrued interest and
$100,000, upon the filing of a declaration of default by La Jolla.
In exchange for the aforementioned settlement payments, La Jolla shall
cause a request for dismissal with prejudice to be filed with the Court which
will dismiss the Action subject to our compliance with the terms of the
Settlement Agreement.
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our Board of Directors is responsible for establishing broad corporate
policies and for overseeing our overall management. In addition to considering
various matters which require Board approval, the Board provides advice and
counsel to, and ultimately monitors the performance of, our senior management.
The Board, its committees and our management strive to perform and fulfill
their respective duties and obligations in a responsible and ethical manner. The
Board and the Audit and Nominations and Governance Committees each perform
annual self-evaluations. We have adopted a comprehensive Code of Business
Conduct and Ethics for all directors, officers and employees. The Code of
Business Conduct and Ethics is incorporated by reference to our Form 10-KSB for
the fiscal year ended December 31, 2005, filed with the Securities and Exchange
Commission on April 17, 2006.
The Board of Directors has one regularly scheduled meeting each year,
immediately after and at the same place as the annual meeting of shareholders.
During 2005, the Board of Directors met 5 times. To the extent that a nominee
was a member of the Board of Directors in 2005, each nominee for director
attended 100% of the Board of Directors meetings. While we do not have a formal
policy requiring members of the Board to attend the Annual Meeting of
Stockholders, we strongly encourage all directors to attend.
COMMITTEES OF THE BOARD
AUDIT COMMITTEE. As set forth in the Audit Committee Charter adopted by the
Board of Directors, a copy of which is included in the Company's Definitive
Proxy Statement filed with the SEC on November 29, 2001 as Exhibit A, the
primary function of the Audit Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities by reviewing (1) the financial
information provided to shareholders and others, (2) systems of internal
controls established by management and the Board of Directors and (3) the audit
process. The primary function of the Compensation Committee is to establish and
administer our executive compensation programs. Mr. Bradley J. Ammon is a member
of both committees and is "independent" as that term is defined in Rule
4200(a)(14) of the National Association of Securities Dealers' listing
standards.
REPORT OF THE AUDIT COMMITTEE. The Audit Committee has reviewed the
Company's audited financial statements for fiscal 2005 and discussed them with
management.
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The Company's independent auditors, Peterson & Company, LLP, have discussed
with the Audit Committee matters such as the auditors' role and responsibility
in connection with an audit of the Company's financial statements, significant
accounting policies, the reasonableness of significant judgments and accounting
estimates, significant audit adjustments, and such other matters as are required
to be discussed with the Audit Committee under generally accepted auditing
standards.
The Audit Committee has received from Peterson & Company, LLP written
disclosures regarding all relationships between Peterson & Company, LLP and its
related entities and the Company and its related entities that in the
professional judgment of Peterson & Company, LLP may reasonably be thought to
bear on independence. Peterson & Company, LLP has confirmed that, in its
professional judgment, it is independent of the Company within the meaning of
the Securities Act of 1933, as amended, and the Audit Committee has discussed
such matters with Peterson & Company, LLP.
The Audit Committee, based on the review and discussions above, recommended
to the Board of Directors that the audited financial statements be included in
the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 2005 for filing with the Securities and Exchange Commission.
Director Bradley J. Ammon serves as the sole member of the Company's Audit
Committee. The Board of Directors believes that Mr. Ammon qualifies as an "Audit
Committee Financial Expert" as that term is defined by applicable SEC rules.
The Audit Committee conducted two formal meetings and conferred on an
informal basis on numerous occasions in 2005.
GOVERNANCE AND NOMINATING COMMITTEE. The Board of Directors has established
a Governance and Nominating Committee for purposes of nominating directors and
for all other purposes outlined in the Governance and Nominating Committee
Charter, including nominees submitted to the Board of Directors by shareholders.
The Governance and Nominating Committee is composed of Bradley Ammon. The Board
has determined that each of the members of the Governance and Nominating
Committee is unrelated, an outside member with no other affiliation with the
Company and independent as defined by the American Stock Exchange.
NOMINATION OF DIRECTORS
As provided in its charter and our company's corporate governance
principles, the Governance and Nominating Committee is responsible for
identifying individuals qualified to become directors. The Governance and
Nominating Committee seeks to identify director candidates based on input
provided by a number of sources, including (1) the Governance and Nominating
Committee members, (2) our other directors, (3) our stockholders, (4) our Chief
Executive Officer or Chairman, and (5) third parties such as professional search
firms. In evaluating potential candidates for director, the Nominating and
Corporate Governance Committee considers the entirety of each candidate's
credentials.
Qualifications for consideration as a director nominee may vary according
to the particular areas of expertise being sought as a complement to the
existing composition of the Board of Directors. However, at a minimum,
candidates for director must possess:
o high personal and professional ethics and integrity;
o the ability to exercise sound judgment;
o the ability to make independent analytical inquiries;
o a willingness and ability to devote adequate time and resources to
diligently perform Board and committee duties; and
o the appropriate and relevant business experience and acumen.
8
In addition to these minimum qualifications, the Governance and Nominating
Committee also takes into account when considering whether to nominate a
potential director candidate the following factors:
o whether the person possesses specific industry expertise and
familiarity with general issues affecting our business;
o whether the person's nomination and election would enable the Board to
have a member that qualifies as an "audit committee financial expert"
as such term is defined by the Securities and Exchange Commission (the
"SEC") in Item 401 of Regulation S-K;
o whether the person would qualify as an "independent" director under
the listing standards of the American Stock Exchange;
o the importance of continuity of the existing composition of the Board
of Directors to provide long term stability and experienced oversight;
and
o the importance of diversified Board membership, in terms of both the
individuals involved and their various experiences and areas of
expertise.
Governance and Nominating Committee will consider director candidates
recommended by stockholders provided such recommendations are submitted in
accordance with the procedures set forth below. In order to provide for an
orderly and informed review and selection process for director candidates, the
Board of Directors has determined that stockholders who wish to recommend
director candidates for consideration by the Governance and Nominating Committee
must comply with the following:
o The recommendation must be made in writing to the Corporate Secretary,
Dean Weber.
o The recommendation must include the candidate's name, home and
business contact information, detailed biographical data and
qualifications, information regarding any relationships between the
candidate and the Company within the last three years and evidence of
the recommending person's ownership of the Company's common stock.
o The recommendation shall also contain a statement from the
recommending shareholder in support of the candidate; professional
references, particularly within the context of those relevant to Board
membership, including issues of character, judgment, diversity, age,
independence, expertise, corporate experience, length of service,
other commitments and the like; and personal references.
o A statement from the shareholder nominee indicating that such nominee
wants to serve on the Board and could be considered "independent"
under the Rules and Regulations of the American Stock Exchange and the
Securities and Exchange Commission ("SEC"), as in effect at that time.
All candidates submitted by stockholders will be evaluated by the
Governance and Nominating Committee according to the criteria discussed above
and in the same manner as all other director candidates.
The Nominations and Governance Committee conducted one formal meeting and
conferred on an informal basis on numerous occasions in 2005.
DIRECTOR COMPENSATION
We do not pay compensation for service as a director to persons employed by
us. Non-employee directors receive $1,000 for each meeting of the Board of
Directors they attend. We pay all out-of-pocket expenses of attendance by
directors at the meetings.
9
EXECUTIVE COMPENSATION AND RELATED MATTERS
The following table sets forth the cash compensation (including cash
bonuses) paid or accrued by us for our years ended December 31, 2005, 2004 and
2003 to our Chief Executive Officer and our four most highly compensated
officers other than the Chief Executive Officer at December 31, 2005.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------- ---------------------------------
AWARDS PAYOUTS
------------------------ -------
SECURITIES RESTRICTED
OTHER UNDERLYING SHARES OR
ANNUAL OPTIONS/ RESTRICTED ALL OTHER
COMPEN- SARS SHARE LTIP COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION(1) GRANTED (#) UNITS PAYOUTS SATION
-------------------------------------------------------------------------------------------------------------------
Dean Weber, President and 2005 $ 277,000 - - - - - -
Chief Executive Officer 2004 $ 252,000 - - - - - -
2003 $ 241,629 - - - - - -
James Hadzicki, Chief 2005 $ 136,250 - - - - - -
Financial Officer 2004 120,000 - - - - - -
2003 113,123 - - - - - -
Rahoul Sharan, Former Chief 2005 $ 84,636 - - - - - -
Financial Officer (1) 2004 142,500 - - - - - -
2003 84,636 - - - - - -
(1) Resigned as our Chief Financial Officer on December 30, 2005.
OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
No individual grants of stock options, whether or not in tandem with stock
appreciation rights ("SARs") and freestanding SARs have been made to any
executive officer or any director during our fiscal year ended December 31,
2005.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES
No individual exercises of stock options, whether or not in tandem with
stock appreciation rights ("SARs") and freestanding SARs have been made by
executive officer or any director during our fiscal year ended December 31,
2005.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
We had no long-term incentive plans and made no stock awards during our
fiscal year ended December 31, 2005.
10
On July 29, 2005 the Company adopted the 2005 Stock Incentive Plan and
reserved 60,000,000 shares of the Company's common stock for issuance under the
2005 Plan.
AMENDED AND RESTATED 1999 STOCK OPTION PLAN
Our Amended and Restated 1999 Stock Option Plan (the 1999 Plan) authorizes
us to grant to our directors, employees, consultants and advisors both incentive
and non-qualified stock options to purchase shares of our Common Stock. As of
December 31, 2001, our Board of Directors had reserved 3,000,000 shares for
issuance under the 1999 Plan, of which 1,900,500 shares were subject to
outstanding options and 1,099,500 shares remained available for future grants.
Our Board of Directors or a committee appointed by the Board (the Plan
Administrator) administers the 1999 Plan. The Plan Administrator selects the
recipients to whom options are granted and determines the number of shares to be
awarded. Options granted under the 1999 Plan are exercisable at a price
determined by the Plan Administrator at the time of the grant, but in no event
will the option price for any incentive stock option be lower than the fair
market value for our Common Stock on the date of the grant. Options become
exercisable at such times and in such installments as the Plan Administrator
provides in the terms of each individual option agreement. In general, the Plan
Administrator is given broad discretion to issue options and to accept a wide
variety of consideration (including shares of our Common Stock and promissory
notes) in payment for the exercise price of options. The 1999 Plan was
authorized by the Board of Directors and stockholders.
2005 STOCK INCENTIVE PLAN
On July 29, 2005 the Company adopted the 2005 Stock Incentive Plan and
reserved 60,000,000 shares of the Company's common stock for issuance under the
2005 Plan. Two types of options may be granted under the 2005 Plan: (1)
Incentive Stock Options (also known as Qualified Stock Options) which may only
be issued to employees of the Company and whereby the exercise price of the
option is not less than the fair market value of the common stock on the date it
was issued under the Plan; and (2) Nonstatutory Stock Options which may be
issued to either employees or consultants of the Company and whereby the
exercise price of the option is greater than 85% of the fair market value of the
common stock on the date it was issued under the plan. Grants of options may be
made to employees and consultants without regard to any performance measures.
All options issued pursuant to the Plan vest at a rate of at least 20% per year
over a 5-year period from the date of the grant or sooner if approved by the
Board of Directors. All options issued pursuant to the Plan are nontransferable
and subject to forfeiture. In addition, Stock Awards and restricted Stock
Purchase Offers may be granted under the 2005 Stock Incentive Plan.
EMPLOYMENT AGREEMENT
On February 15, 2006, we entered into an Employment Agreement with Dean
Weber, our Chief Executive Officer. Pursuant to the Employment Agreement, we
will employ Mr. Weber unless the Agreement is terminated by either party as set
forth therein. Mr. Weber will be paid an annual base salary of $282,000 (the
"Base Salary"). In addition, Mr. Weber will be eligible to earn an annual cash
bonus as may be deemed appropriate by our Board of Directors. Further, Mr. Weber
may be awarded incentive stock options pursuant to the Company's stock option
plan as may be deemed appropriate by our Board of Directors.
If the Employment Agreement is terminated as set forth therein, Mr. Weber
will be entitled to a severance package equal to no more than 100% of his Base
Salary for up to two years after the date of termination. In addition, all
unvested stock options shall immediately vest on the date of termination. During
the term of his employment, Mr. Weber will be subject to non-competition and
non-solicitation provisions, subject to standard exceptions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no material related transactions which we entered into during
the past two fiscal years.
11
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the year ended December 31, 2005, there were certain directors,
officers or beneficial owners of more than 10 percent of any class of equity
securities of the Company registered pursuant to Section 12 of the Exchange Act
that failed to file on a timely basis, reports required by Section 16(a) of the
Exchange Act during the year ended December 31, 2005. With the exception of the
Form 4 filed for Dean Weber on December 5, 2005, none of our officers or
Directors have filed form 4's which they were required to file for fiscal year
ended December 31, 2005. The aforementioned is based solely upon a review of
Form 3, Form 4 and Form 5 filings furnished to the Company during the year ended
December 31, 2005, certain written representations and shareholders who, to the
best of our knowledge, hold 10 percent or more of our shares.
12
PROPOSAL 1: ELECTION OF DIRECTORS
Pursuant to our Certificate of Incorporation, the holders of our common
stock may elect our 3 directors. All nominees have advised us that they are able
and willing to serve as directors. However, if any nominee is unable to or for
good cause will not serve, the persons named in the accompanying proxy will vote
for any other person nominated by our Board of Directors.
Except as set forth below, no arrangement or understanding exists between
any nominee and any other person or persons pursuant to which any nominee was or
is to be selected as a director or nominee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE NOMINEES LISTED BELOW.
The following table sets forth the names and ages of the nominees of our
Board of Directors.
NAME AGE
---- ---
Dean Weber 43
Rahoul Sharan 44
Bradley J. Ammon 42
The principal occupations for the past five years (and, in some instances,
for prior years) of each of our directors are as follows:
DEAN WEBER, CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER;
DIRECTOR.
Dean Weber brings an extensive background to One Voice with over 20 years
of technology and management experience. He is responsible for developing the
company's strategic vision and pioneering its products, patented technology and
business strategies. He was elected to our Board of Directors in July of 1999 as
Chairman. Before founding One Voice in 1998, Mr. Weber played key roles in many
high profile technology companies including Northrop, United Technologies and
Xerox. Throughout his career, Mr. Weber has developed a comprehensive knowledge
of Human Computer Interaction, Cognitive Science, Artificial Intelligence and
Natural Language Processing. Mr. Weber currently has numerous patents in
Artificial Intelligence, Natural Language Processing and other related
technologies. As CEO of One Voice, Mr. Weber has been instrumental in the growth
and development of the company, successfully raising over $40 million of
funding, taking One Voice public, winning the Deloitte and Touche Technology
Fast 50 award, and has been featured in Forbes, Time, and on CNN. Mr. Weber
holds a Bachelor of Science degree in Computer Science from Central Connecticut
State University.
RAHOUL SHARAN, DIRECTOR.
Rahoul Sharan brings over 18 years of finance and accounting experience to
One Voice. He was elected to our Board of Directors in July of 1999. Prior to
joining the One Voice team, Mr. Sharan was a partner of the S&P Group, which
specializes in investment financing for venture capital projects, real estate
development and construction. At S&P Group, Mr. Sharan led the successful
financing efforts for over 15 companies in several industries. Mr. Sharan was
also the President of KJN Management Ltd., which provides a broad range of
administrative, management and financial services. He also worked in public
accounting for six years with Coopers & Lybrand. At C&L, Mr. Sharan worked in
both the tax and audit groups for a wide variety of large and small clients. Mr.
Sharan holds a Bachelor of Commerce degree from the University of British
Columbia and is a member of the Institute of Chartered Accountants of British
Columbia.
13
BRADLEY J. AMMON, DIRECTOR.
Bradley J. Ammon is a tax attorney in the Washington, D.C. office of
Deloitte Tax LLP. Mr. Ammon specializes in international tax planning, including
restructuring of international operations, domestic mergers and acquisitions,
and developing business plans to minimize worldwide taxation. Prior to joining
the firm, Mr. Ammon was with SAIC as an International Tax Manager. He previously
was with KPMG, LLP in the International Corporate Services department since 1998
where his principal practice consisted of clients in the information,
communications and entertainment ("ICE") industry. Prior to joining KPMG, Mr.
Ammon worked from 1995 to 1998 at Deloitte & Touche, LLP in their tax services
department where he provided corporate, partnership, and personal tax and
business planning services to clients. Mr. Ammon also worked several years as a
staff accountant where his responsibilities included the compilation and
consolidation of monthly financial statements for multiple subsidiaries. Mr.
Ammon has a Juris Doctor and a Master's of Law in taxation (LL.M.) from the
University of San Diego, and received his undergraduate degree from the
University of California, San Diego. He is admitted to the California Bar. Mr.
Ammon is a member of our Audit Committee and Compensation Committee and was
appointed to our Board on June 9, 2000.
14
PROPOSAL 2: AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE
OUR AUTHORIZED SHARES OF COMMON STOCK
Our Board of Directors has unanimously approved, subject to stockholder
approval, an amendment to our Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 990,000,000 to 1,290,000,000.
The Company currently has authorized Common Stock of 990,000,000 shares and
approximately 471,507,020 are issued and outstanding as of May 15, 2006. The
Board believes that the increase in authorized common shares would provide the
Company greater flexibility with respect to the Company's capital structure for
such purposes as additional equity financing, and stock based acquisitions.
INCREASE IN AUTHORIZED COMMON STOCK
The terms of the additional shares of Common Stock will be identical to
those of the currently outstanding shares of Common Stock. However, because
holders of Common Stock have no preemptive rights to purchase or subscribe for
any unissued stock of the Company, the issuance of additional shares of Common
Stock will reduce the current stockholders' percentage ownership interest in the
total outstanding shares of Common Stock. This amendment and the creation of
additional shares of authorized common stock will not alter the current number
of issued shares. The relative rights and limitations of the shares of Common
Stock will remain unchanged under this amendment.
As of the Record Date, a total of 471,507,020 shares of the Company's
currently authorized 990,000,000 shares of Common Stock are issued and
outstanding. The increase in the number of authorized but unissued shares of
Common Stock would enable the Company, without further stockholder approval, to
issue shares from time to time as may be required for proper business purposes,
such as raising additional capital for ongoing operations, business and asset
acquisitions, stock splits and dividends, present and future employee benefit
programs and other corporate purposes.
The proposed increase in the authorized number of shares of Common Stock
could have a number of effects on the Company's stockholders 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, even if the persons seeking to obtain
control of the Company offer an above-market premium that is favored by a
majority of the independent stockholders. Similarly, the issuance of additional
shares to certain persons allied with the Company's management could have the
effect of making it more difficult to remove the Company's current management by
diluting the stock ownership or voting rights of persons seeking to cause such
removal. The Company does not have any other provisions in its certificate or
incorporation, by-laws, employment agreements, credit agreements or any other
documents that have material anti-takeover consequences. Additionally, the
Company has no plans or proposals to adopt other provisions or enter into other
arrangements, except as disclosed below, that may have material anti-takeover
consequences. 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.
There are currently no plans, arrangements, commitments or understandings
for the issuance of the additional shares of Common Stock which are proposed to
be authorized.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF
COMMON STOCK.
15
PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee has appointed Peterson & Company, LLP to serve as
independent auditors for the year ending December 31, 2005. Peterson & Company,
LLP has served as our independent auditors since 2004, and is considered by our
management to be well qualified.
The following table sets forth the aggregate fees billed or to be billed to
us by Peterson & Company, LLP for the fiscal years ended December 31, 2005 and
2004:
2005 2004
-------- -------
Audit Fees $104,141 $47,737
Audit-Related Fees $0 $0
Tax Fees $4,200 $4,925
All Other Fees $0 $0
All services performed by Peterson & Company, LLP were pre-approved by the
Audit Committee in accordance with its pre-approval policy adopted in 2000. The
policy describes the audit, audit-related, tax, and other services permitted to
be performed by the independent auditors, subject to the Audit Committee's prior
approval of the services and fees.
THE BOARD RECOMMENDS A VOTE FOR THE APPOINTMENT OF
PETERSON & COMPANY, LLP AS INDEPENDENT AUDITORS.
16
FORM 10-KSB
OUR ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, IS BEING DELIVERED TO YOU WITH THIS PROXY
STATEMENT. IN ADDITION, UPON ORAL OR WRITTEN REQUEST OF ANY PERSON ENTITLED TO
VOTE AT THE MEETING, ADDRESSED TO US, ATTENTION: CHIEF EXECUTIVE OFFICER, ONE
VOICE TECHNOLOGIES, INC., 4275 EXECUTIVE SQUARE, SUITE 200, LA JOLLA, CALIFORNIA
92307,WE WILL PROVIDE WITHOUT CHARGE, A COPY OF OUR ANNUAL REPORT WITHIN ONE (1)
BUSINESS DAY OF THE COMPANY'S RECIEPT OF SUCH REQUEST. THE ANNUAL REPORT IS
INCORPORATED IN THIS PROXY STATEMENT. YOU ARE ENCOURAGED TO REVIEW THE ANNUAL
REPORT TOGETHER WITH SUBSEQUENT INFORMATION FILED BY THE COMPANY WITH THE SEC
AND OTHER PUBLICLY AVAILABLE INFORMATION.
COMMUNICATIONS WITH STOCKHOLDERS
Anyone who has a concern about our conduct, including accounting, internal
accounting controls or audit matters, may communicate directly with our Chief
Executive Officer, or our other officers or directors. Such communications may
be confidential or anonymous, and may be submitted in writing addressed care of
Chief Executive Officer, One Voice Technologies, Inc., 4275 Executive Square,
Suite 200, La Jolla, California 92037. All such concerns will be forwarded to
the appropriate directors for their review, and will be simultaneously reviewed
and addressed by the proper executive officers in the same way that other
concerns are addressed by us.
DEADLINE FOR FUTURE PROPOSALS OF STOCKHOLDERS
Proposals that a stockholder desires to have included in our proxy
materials for our 2007 Annual Meeting of Stockholders must comply with the
applicable rules and regulations of the Commission, including that any such
proposal must be received by our Secretary at our principal office no later than
March 10, 2007. It is suggested that such proposals be sent by Certified Mail,
Return Receipt Requested. Our By-laws require a stockholder to give advance
notice of any business, including the nomination of candidates for the Board of
Directors, which the stockholder wishes to bring before a meeting of our
stockholders. In general, for business to be brought before an annual meeting by
a stockholder, written notice of the stockholder proposal or nomination must be
received by our Secretary not more than 180 days prior to the anniversary of the
preceding year's annual meeting. With respect to stockholder proposals, the
stockholder's notice to our Secretary must contain a brief description of the
business to be brought before the meeting and the reasons for conducting such
business at the meeting, as well as other information set forth in our By-laws
or required by law. With respect to the nomination of a candidate for the Board
of Directors by a stockholder, the stockholder's notice to our Secretary must
contain certain information set forth in our By-laws about both the nominee and
the stockholder making the nominations. If a stockholder desires to have a
proposal included in our proxy materials for our 2007 Annual Meeting of
Stockholders and desires to have such proposal brought before the same annual
meeting, the stockholder must comply with both sets of procedures described in
this paragraph. Any required written notices should be sent to One Voice
Technologies, Inc., 4275 Executive Square, Suite 200, La Jolla, California 92037
Attn: Chief Executive Officer.
OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING
We know of no other matters to be presented at the Annual Meeting, but if
any other matters should properly come before the meeting, it is intended that
the persons named in the accompanying form of proxy will vote the same in
accordance with their best judgment and their discretion, and authority to do so
is included in the proxy.
17
SOLICITATION OF PROXIES
The expense of this solicitation of proxies will be borne by us.
Solicitations will be made only by use of the mail except that, if deemed
desirable, our officers and regular employees may solicit proxies by telephone,
telegraph or personal calls. Brokerage houses, custodians, nominees and
fiduciaries will be requested to forward the proxy soliciting material to the
beneficial owners of the stock held of record by such persons and we will
reimburse them for their reasonable expenses incurred in this effort.
BY ORDER OF THE BOARD OF DIRECTORS
Mr. Dean Weber
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
18
EXHIBIT 1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ONE VOICE TECHNOLOGIES, INC.
The undersigned, being the President 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 certificate of incorporation of the Corporation is hereby amended by
replacing Article Fourth, Section 1, in its entirety, with the following:
FOURTH: Capital Stock
1. Classes and Number of Shares. 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 such 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
2. The officers of the Corporation are authorized and directed to take such
actions as are necessary in their discretion to effectuate the purposes of
each of the above resolutions, including but not limited to the execution,
delivery and filing of all necessary certificates, applications and other
documents and the payment of all necessary fees in connection therewith.
3. The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is ___________ and the
foregoing change and amendment has been consented to and approved by the
vote of the shareholders of the Corporation holding at least a majority of
each class of stock outstanding and entitled to vote thereon
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto
affixed and this Certificate of Amendment of the Corporation's Certificate of
Incorporation, as amended, to be signed by Dean Weber, its President, this __
day of ________ 2006.
ONE VOICE TECHNOLOGIES, INC.
By: ___________________________________
Dean Weber, Chief Executive Officer
ANNUAL MEETING OF STOCKHOLDERS OF
ONE VOICE TECHNOLOGIES, INC.
July 13, 2006
-- FOLD AND DETACH HERE AND READ THE REVERSE SIDE --
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ONE VOICE TECHNOLOGIES, INC.
The undersigned appoints Dean Weber, as proxy, with the power to appoint his or
her substitute, and authorizes him to represent and to vote, as designated on
the reverse side hereof, all shares of Common Stock of One Voice Technologies,
Inc., held of record by the undersigned at the close of business on May 15,
2006, at the Annual Meeting of Stockholders to be held at 10:00 a.m. on July 13,
2006, at Embassy Suites Hotel, 4550 La Jolla Village Drive, San Diego,
California 92122, and at any adjournment thereof. Any and all proxies heretofore
given are hereby revoked.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
-- FOLD AND DETACH HERE AND READ THE REVERSE SIDE --
PROXY
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
WITHHOLD
1. ELECTION OF DIRECTORS: FOR AUTHORITY
[ ] [ ]
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THAT NOMINEE'S
NAME IN THE LIST BELOW)
Nominees are: Dean Weber, Rahoul Sharan and Bradley J. Ammon
2. PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED FOR AGAINST ABSTAIN
SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE, [ ] [ ] [ ]
OF THE COMPANY FROM 990,000,000 SHARES TO
1,290,000,000 SHARES.
3. PROPOSAL TO RATIFY APPOINTMENT OF PETERSON & FOR AGAINST ABSTAIN
COMPANY, LLP AS INDEPENDENT AUDITORS. [ ] [ ] [ ]
4. In their discretion, the proxies are authorized to
vote on such other business as may property come
before the meeting
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
Signature: ________________ Signature: ________________ Date: ____________
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
owners, both should sign. When signing as an attorney, executor, administrator,
trustee or guardian, please give title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized persons.