UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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) September 19, 2006
VoIP,
Inc.
(Exact
name of Company as specified in its charter)
|
Texas
|
|
000-28985
|
|
75-2785941
|
|
(State
or Other Jurisdiction
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification)
|
|
of
Incorporation)
|
|
|
|
|
151
So. Wymore Rd. Alomonte Springs, Suite 3000, Florida
32714
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (407)
389-3232
N/A
(Former
name or former address, if changed since last report)
|_| Written
communication 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
40.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
September 14, 2006, VoIP, Inc. (the “Company”)
entered into an Employment Agreement (the “Agreement”)
with
Anthony J. Cataldo, whereby Mr. Cataldo will serve as the Company’s executive
chairman and chief executive officer. The Agreement is for a term of three
(3)
years and provides for, among other things: (i) annual base compensation to
Mr. Cataldo of $250,000, (ii) a monthly vehicle allowance of $1,500, and
(iii) a quarterly bonus of $15,000. The Agreement also provides for the award
of
10,000,000 stock options which can only be issued upon sufficient underlying
shares of common stock being authorized and available which would require
Shareholder Approval.. The options will be exercisable to purchase 10,000,000
shares of the Company’s common stock at $0.01 a share for a period of five (5)
years from the effective date of the Agreement. The options contain a
cashless exercise provision and certain anti-dilution protections.
Mr. Cataldo was also granted cost free piggyback registration rights with
respect to the common stock underlying the options.
The
Company contemplates that the issuances of the common shares shall be exempt
from registration by virtue of Section 4(2) of the Securities Act of 1933,
as amended.
Item
3.02 Unregistered Sales of Equity Securities.
See
the
disclosure set forth under Item 1.01, which is incorporated by reference
into this Item 3.02.
SIGNATURES
Pursuant
to the requirement 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.
VoIP,
INC.
Date:
September 19, 2006
By:
/S/
Anthony
Cataldo
Anthony
Cataldo
Chief
Executive Officer