UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549-1004
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 5, 2010
MODAVOX,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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STATE
OF DELAWARE
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333-57818
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20-0122076
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(State
or other jurisdiction of Incorporation
or Organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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1900
W University Dr, Suite 231
Tempe,
AZ 85281
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85281-3291
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Registrant’s
telephone number, including area code (212)
710-9376
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17-CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events
Modavox,
Inc. (OTCBB:MDVX), a leading
provider of marketing platforms leveraging proprietary patented
technology that allow marketers and their agencies to harness digital and new
media consumption, today announced that it will hold a live conference call and
webcast on February 9, 2010 at 4pm EST. Investors and members of the financial
community are encouraged to participate as company executives will address a
number of important current issues and an outlook of future
expectations.
When:
February 9, 2010; 4:00 PM EST
Participant
Dial-In Numbers:
Toll-free:
1-877-407-0789
International:
1-201-689-8562
Webcast
URL: http://viavid.net/dce.aspx?sid=000070A8
or linked at www.modavox.com.
Conference
replay:
Through
Midnight Friday, February 19 Toll-free 1-877-660-6853
Toll/international
1-201-612-7415
Account#
3055
Conference
ID# 344461
Topics to
be discussed will include, but not be limited to:
1. The
company’s ongoing successful pursuit of its high-growth mobile business
strategy, including a discussion on the current client base and some discussion
of our expectations for Revenue growth. It is important to note that the Company
is already receiving Revenue from this business segment, and that growth is
accelerating.
2. The
Company’s recently filed SEC Form 10Q for Q310. We will directly address certain
items in that 10Q that deserve explanation. Specifically 1) why Revenue dropped
and how that Revenue will be and is being “replaced”; 2) why Expenses increased
significantly and show that at least $1.3 million in the increase was due to
one-time items pertaining to certain employee-related options activity; 3) the
low cash balance, which is particularly deceiving in that subsequent to the
Quarter End, the Company received a $2.0 million capital infusion that both
sends a message about our ability to complete our IP enforcement strategy, plus
provide the necessary capital to execute the Company’s Strategic Business Plan
for FYE February 2011. It is also important to note that beginning with the FY
2009 10K, the Auditors, for the first time in the Company’s history, have no
longer had to put a “going concern” clause in their analysis of our Financial
Statements. That in itself is indicative of the major progress made in putting
the Company in a strong financial condition.
3. We
will reiterate our forecast of reaching operating cash flow positive by the end
of the FY ending in February 2011. This projection in conjunction with the
recent $2.0 million capital infusion alleviates the need for any additional
major future financings to maintain Company operations.
4. The
recent disposal of the iRadio Division in a management led buyout: detailed
analysis indicated that the Division was creating a net $100,000 monthly cash
burn and no longer fit the Company’s criteria of meeting certain Revenue growth
targets. These resources are better deployed to our higher growth business
units.
5. The
planned launch of an IP Enforcement Division, led by In-House Counsel Jim
Lawson, which will target the smaller and mid-level companies that are
infringing on our Patents. This will be a profit center Division, and we believe
licensing our IP with these targeted companies will accelerate the monetization
of our IP and create market value from our IP beyond the current actions against
larger market players.
6. We
recently entered into an Agreement with AOL to settle the Trademark case via
Mediation. We believe this is beneficial to the Company both for its cost
effectiveness and the likelihood of a speedier resolution vis a vis other legal
proceedings.
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7. We are
in final preparations with completing an expanded Brief on the previously
initiated Sanctions motion. We have every intent of moving forward with our
Motion as forcefully and quickly as possible.
8.
Regarding the Yahoo! case, Counsel and Modavox have agreed by stipulation that
Yahoo’s previously filed Motion to Dismiss is withdrawn. Modavox will be filing
a first amended complaint no later than the next few weeks.
Scheduled
to participate on the call are Chief Executive Officer Mark Severini, Chief
Innovation Officer Anthony Iacovone, Chief Operating Officer Scott Russo, Chief
Legal Officer James Lawson and Chairwoman Shelly Meyers. A question and answer
session will follow the company’s presentation.
Please
also note that the Company is preparing a comprehensive communications package
for the public that will be distributed February 15. The Company will be
unveiling its revamped Web Site in conjunction with this communication. That
package is expected to contain additional details as to certain operating
projections and related information and further expound on the items listed
above.
Mark
Severini, CEO of Modavox commented, “It’s truly an exciting time here at
Modavox. While we’ve been diligently working on and executing our previously
defined growth strategy and continue to make notable progress, we remain keenly
aware of our need and responsibility to shareholders to communicate such
progress in a timely fashion. We believe this forthcoming venue is an
appropriate means of promoting transparency, better informing our investors and
building shareholder value.”
About Modavox,
Inc.
Modavox,
Inc. provides Internet applications and services based upon marketing-driven
technology platforms that enhance the delivery of marketing communications
through intelligent distribution to all Internet-enabled devices. In 2009,
Modavox initiated a comprehensive business growth strategy aimed at fully
leveraging the value of its technology and patent portfolio by accelerating the
advanced development of technology platforms that apply the most valuable
aspects of Modavox’s patents. Modavox manages three newly defined operating
divisions in the high-growth markets of mobile marketing (AD LIFE™), video
content delivery (AD BOOM™) and ad network provisioning (AD SERVE™). These three
divisions, together with patents foundational to targeted Web-based
communications, will enable Modavox to pioneer a new era in marketing and new
media communications with Internet applications and services for targeted
consumers and communities worldwide. For more information, please visit www.modavox.com.
Forward-Looking
Statements
This
release includes forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements regarding our expected future
financial position, results of operations, cash flows, financing plans, business
strategy, products and services, competitive positions, growth opportunities,
plans and objectives of management for future operations, as well as statements
that include words such as "anticipate," "if," "believe," "plan," "estimate,"
"expect," "intend," "may," "could," "should," "will," and other similar
expressions are forward-looking statements. All forward-looking statements
involve risks, uncertainties and contingencies, many of which are beyond our
control, which may cause actual results, performance, or achievements to differ
materially from anticipated results, performance, or achievements. Factors that
may cause actual results to differ materially from those in the forward-looking
statements include those set forth in our Form 10-K and other reports filed with
the SEC. We are under no obligation to (and expressly disclaim any such
obligation to) update or alter our forward-looking statements, whether as a
result of new information, future events or otherwise.
Contacts
For
Modavox, Inc.
Media
contact:
JoAnne
Yau, 512-659-0150 or (800)864-1231 ext. 28
jayau@phillipscompany.com
or
ICR,
Inc
Investor
relations:
Frank
Milano, 612-333-9099
ir@augme.com
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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.
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MODAVOX, INC.
(Registrant)
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Date:
February 5, 2010
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By:
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/s/
MARK SEVERINI
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(Mark
Severini, Chief Executive Officer)
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