FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 23, 2005
VoIP, Inc.
(Exact name of registrant as specified in its charter)
Texas 000-28985 75-2785941
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
12330 SW 53rd Street, Suite 712, Ft. Lauderdale, Florida 33330
(Address of principal execute offices, including zip code)
(954) 434-2000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry Into a Material Definitive Agreement
ITEM 3.03 Unregistered Sale of Equity Securities
On February 23, 2005, VoIP, Inc. and its subsidiary eGlobalPhone, Inc.
executed an Asset Purchase Agreement for the purchase of certain intellectual
property rights associated with the trade names TALKTIME and TALKTIME.COM and
issued a press release on such event. In exchange for the rights, the Registrant
issued 100,000 shares of restricted common stock, warrants to purchase 400,000
shares at $1.70 per share, and agreed to pay $200,000 cash. The acquisition is
not a material acquisition to Registrant, but Registrant believes it will
provide a significant business opportunity when properly developed.
Exhibit 99.1 hereto is being furnished, and shall not be deemed to be
"filed," with the SEC. The information in Exhibit 99.1 shall not be incorporated
by reference into any filing of the Registrant with the SEC, whether made before
or after the date hereof, regardless of any general incorporation language in
such filings.
ITEM 9.01 Financial Statements and Exhibits
10.6 - Asset Purchase Agreement dated February 23, 2005
99.1 - Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 28, 2005 VoIP, INC.
(Registrant)
By: /s/ Steven Ivester
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Steven Ivester
President and Chief Executive Officer
2
EXHIBIT INDEX
Exhibit #
10.6 - Asset Purchase Agreement dated February 23, 2005
99.1 - Press Release