AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 25, 2006
REGISTRATION NO. 333-135046
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post Effective Amendment No. 1
To
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
One IP Voice, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 4813 06-1205743
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
22 Prestige Park Circle
East Hartford, Connecticut 06108
(860) 610-6000
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Robert G. LaVigne
Executive Vice President, Chief Financial Officer and Secretary
One IP Voice, Inc.
(f/k/a Farmstead Telephone Group, Inc.)
22 Prestige Park Circle
East Hartford, Connecticut 06108
(860) 610-6000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Henry E. Knoblock, III, Esq.
Dongsup S. Kim, Esq.
Gesmer Updegrove LLP
40 Broad Street - 3rd Floor
Boston, Massachusetts 02109
Telephone (617) 350-6800
Facsimile: (617) 350-6878
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If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under Securities Act of 1933,
check the following box. [ ]
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 registration
statement for the same offering. [ ]
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 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 for the same
offering. [ ]
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Explanatory Paragraph:
The Company is de-registering 285,080 shares from 601,005 shares of common stock
underlying certain warrants previously issued to its placement agent, C.P. Baker
Securities, Inc., which shares are registered on the current effective Form S-1
registration statement. After the de-registration of such shares, 315,925
shares of common stock underlying C.P. Baker Securities, Inc.'s warrants will
remain registered under the registration statement.
In connection with the Series A Preferred Stock transactions and the bridge loan
with Sotomar - Empreendimentos Industriais e Imobiliarios (occurring between
February, 2006 and April, 2006, and unrelated to the Company's public offering
of securities), described in the Form S-1 registration statement, the Company
issued to its placement agent, C.P. Baker Securities, Inc., warrants (i) to
purchase up to an aggregate 150,335 shares of the Company's common stock at an
exercise price of $2.125 per share; (ii) to purchase up to an aggregate 30,067
shares of the Company's Series A Preferred Stock at an exercise price of $17.00
per share; and (iii) to purchase up to 150,000 shares of the Company's common
stock at an exercise price of $1.27. All 601,005 shares of common stock
underlying the above warrants are registered on the current effective Form S-1
registration statement.
As part of its NASD approval process, the placement agent specifically requested
that the Company de-register 285,080 shares of common stock underlying its
warrant to purchase 33,085 shares of the Company's common stock, its warrant to
purchase 48,675 shares of the Company's common stock, its warrant to purchase up
to 6,617 shares of the Company's preferred stock and its warrant to purchase up
to 13,715 shares of the Company's preferred stock.
In addition, as part of the NASD approval, the Company confirms that the maximum
commission or discount to be received by any NASD member or independent
broker/dealer will not be greater than eight (8) percent for the sale of any
securities registered under the Form S-1 registration statement pursuant to SEC
Rule 415.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of East Hartford, State of
Connecticut on the 25th day of August, 2006.
Farmstead Telephone Group, Inc.
By: /s/ Jean-Marc Stiegemeier
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Jean-Marc Stiegemeier
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title(s)
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/s/ Jean-Marc Stiegemeier Chairman of the Board, President, Chief
----------------------------- Executive Officer and Director
Jean-Marc Stiegemeier (Principal Executive Officer)
Dated: August 25, 2006
/s/ Robert G. LaVigne Executive Vice President, Chief Financial
----------------------------- Officer, Secretary and Treasurer
Robert G. LaVigne (Principal Financial and Accounting
Officer)
Dated: August 25, 2006
* Director
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George J. Taylor, Jr.
Dated: August 25, 2006
* Director
-----------------------------
Harold L. Hansen
Dated: August 25, 2006
* Director
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Joseph J. Kelley
Dated: August 25, 2006
* Director
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Ronald P. Pettirossi
Dated: August 25, 2006
* Director
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Hugh M. Taylor
Dated: August 25, 2006
*By /s/ Jean-Marc Stiegemeier
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Jean-Marc Stiegemeier
Attorney-in-fact
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