ابي ترجمه للاخبر هذا ويجعله ابميزان حسناتكم iVoice Announces Proposed Special One-Time Cash Dividend of $1.5 Million Payable to Common Stock Shareholders, a Stock Buy-Back and a Reverse Stock Split; Fifth Dividend Declared in the Last 3 Years and the Sixth Dividend Announced to Date WEDNESDAY, FEBRUARY 15, 2006 6:05 AM - BusinessWire IVOC 0.0017 +0.001 Enter Symbol: Enter Keyword: MATAWAN, N.J., Feb 15, 2006 (BUSINESS WIRE) -- iVoice, Inc. (IVOC) announced today that its Board of Directors has proposed a special one-time cash dividend of $1.5 million payable on its outstanding shares of common stock, a stock buy-back program of the Company's Class A Common Stock of up to $1 million, a one-for-two hundred reverse stock split and other proposals as set forth in the Company's Definitive Proxy Statement to be filed with the Securities and Exchange Commission. This one time cash dividend equals over 20% of the Company's current stock price as quoted on the OTC Bulletin Board. These proposals, in addition to several other proposals, are subject to shareholders' approval at the Company's 2005 Annual Meeting of Shareholders scheduled for March 31, 2006 and thereafter may be implemented at the discretion of the Board of Directors. All matters to be considered by iVoice shareholders are subject to the approvals, terms and conditions as set forth in the Company's Definitive Proxy Statement that will be filed with the Securities and Exchange Commission and will appear on the Commission's website at: www.sec.gov. All shareholders of record on February 17, 2006, will be permitted to vote at the meeting either in person or via proxy. Jerry Mahoney, President and CEO of iVoice, remarked, "The strength of our current balance sheet and our confidence in the future prospects for iVoice prompted the Board of Directors to declare the special one-time cash dividend. We are delighted to be able to reward our shareholders in this fashion and remain committed to delivering long-term shareholder value. Mr. Mahoney added "The Company is undergoing a transformation, reflecting general market conditions and is undergoing a restructuring that is intended to position the Company for growth. The Board of Directors deems a reverse stock split as an essential initiative for the long-term health of the Company and its shareholders by enhancing the acceptability of the Class A Common Stock by the financial community and ********* public. The reduction in the number of issued and outstanding shares of Class A Common Stock caused by the reverse stock split is anticipated to increase the market price of the Class A Common Stock." (See "Certain Risks Associated with the Reverse Stock Split" described in the Definitive Proxy Statement) This is fifth dividend declared in the last 3 years and the sixth dividend announced to date. We have taken major steps to restructure our company in ways that we believe will be most favorable to shareholders with the spin-off and/or distribution of the stock of five separate companies. The five companies are: Trey Resources, Inc. The common stock of Trey Resources, previously a wholly owned subsidiary, was distributed to iVoice shareholders in February 2004. Since that time, Trey has acquired two companies, hired the management of a third company, and grown from no sales to revenues at a current operating rate of nearly $4 million per annum. iVoice Technology, Inc. On Sept. 7, 2004, we announced the anticipated distribution to the Company's shareholders of this wholly owned subsidiary, iVoice Technology, Inc. The common stock iVoice Technology was distributed to shareholders of iVoice in August 2005. Deep Field Technologies, Inc. On Sept. 13, 2004, iVoice announced that it intended to distribute to the Company's shareholders, the common stock of its wholly owned subsidiary, Deep Field Technologies, Inc. The common stock of Deep Field Technologies was distributed to shareholders of iVoice in August 2005. SpeechSwitch, Inc. On November 5, 2004, announced that it intended to distribute to the Company's shareholders the common stock of its wholly owned subsidiary, SpeechSwitch, Inc., in order to pursue a strategy designed to unlock the value in the Company's speech-recognition software. The common stock of SpeechSwitch was distributed to shareholders of iVoice in August 2005. Corporate Strategies, Inc., On Sept. 15, 2004, iVoice announced that it intended to distribute to its shareholders 5 million Class A common stock shares of Corporate Strategies, Inc. Corporate Strategies has filed a registration statement with the SEC and this distribution will be completed when the registration statement is declared effective by the SEC. Mr. Mahoney added: "The Company will continue to seek acquisitions that offer excellent growth potential, that are in viable and stable market segments and that have management teams committed to success. With over $11.0 million in cash on our balance sheet, we believe we have the financial resources to move forward on this front." About iVoice, Inc. iVoice has determined that the best way to create shareholder value, separate and apart from the operating performance of iVoice, is to implement new business opportunities by distributing shares of spin-offs to the Company's shareholders. The common stock distributions are part of a broader strategy relating to the transition of iVoice into a company focused on the development and licensing of proprietary technologies. We also continue to search for potential merger candidates with or without compatible technology and products, which management feels may offer long term growth prospects to increase shareholder value. For more information, contact CEO Jerry Mahoney at (732) 441 7700 or by e-mail at email@example.com. Certain information included in this press release, may contain forward-looking statements about our current and expected performance trends, growth plans, business goals and other matters. These statements may be contained in our filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers. Information set forth in this press release contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor" provisions for forward-looking statements. The reader is cautioned that such forward-looking statements are based on information available at the time and/or management's good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Factors that could cause or contribute to such differences include, but are not limited to those risk factors that are set forth in the section entitled "Forward Looking Statements - Cautionary Factors" in the Company's Form 10-KSB for fiscal year ended December 31, 2004 and other filings with the Securities and Exchange Commission from time to time. Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "predict," "project," "should," "will," and similar words, although some forward-looking statements are expressed differently. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.