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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/14/11 SpeechFX Inc 10-12G/A 14:22M Southridge Svcs Inc/FA |
Document/Exhibit Description Pages Size 1: 10-12G/A Speechfx, Inc. Form 10 Amendment #1 HTML 49K 2: EX-2.1 Form of Separation and Distribution Agreement by HTML 146K and Between Fonix Corporation and Speechfx, Inc. Dated __________, 2011 3: EX-3.2 Bylaws of Speechfx, Inc HTML 112K 4: EX-10.3 Secured Promissory Note Dated March 14, 2011 in HTML 9K the Principal Amount of $100,000, Payable by Speech Fx, Inc. (Formerly Fonix Speech, Inc.), to Southridge Partners Ii, Lp. 5: EX-10.3 PDF Reference -- ex10-3 PDF 3.44M 6: EX-10.4 Software Development Agreement, and Related HTML 8K Software License Agreements, Between Speechfx, Inc. (Formerly Fonix Speech, Inc.), and Casio Soft Co., Ltd, A Japanese Corporation, as Amended to Date 7: EX-10.4 PDF Reference -- ex10-4 PDF 8.49M 8: EX-10.5 Software License Agreement Dated June 29, 2007, HTML 8K Between Speechfx, Inc. (Formerly Fonix Speech, Inc.) and Fonix Corporation, and Oc3 Entertainment, Inc. 9: EX-10.5 PDF Reference -- ex10-5 PDF 484K 10: EX-10.6 Runtime License Agreement Dated January 1, 2000 HTML 8K Between Smart Modular Technologies (Systems) Inc. (Predecessor-In-Interest to Speechfx, Inc.), and Kinnor Software 11: EX-10.6 PDF Reference -- ex10-6 PDF 1.20M 12: EX-10.7 Amended and Restated Software License Agreement HTML 8K Dated July 16, 2010 Between Casio Information Systems Co, Ltd, and Speechfx, Inc. (Formerly Fonix Speech, Inc.) 13: EX-10.7 PDF Reference -- ex10-7 PDF 1.16M 14: EX-99.1 Preliminary Information Statement, Subject to HTML 919K Completion, Dated September ___, 2011
Delaware
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20-5766053
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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387 South 520 West, Suite 110, Lindon, Utah
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84042
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Item No.
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Caption
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Location in Information Statement
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Item 1.
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Business
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See “Summary,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “The Spin-off”
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Item 1A.
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Risk Factors
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See “Risk Factors”
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Item 2.
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Financial Information
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See “Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” and the statements referenced therein
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Item 3.
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Properties
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See “Business—Properties”
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Item 4.
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Security Ownership of Certain Beneficial Owners and Management
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See “Security Ownership of Certain Beneficial Owners and Management”
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Item 5.
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Directors and Executive Officers
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See “Management”
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Item 6.
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Executive Compensation
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See “Executive Compensation”
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Item 7.
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Certain Relationships and Related Transactions, and Director Independence
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See “Management” and “Certain Relationships and Related Transactions”
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Item 8.
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Legal Proceedings
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See “Business—Legal Proceedings”
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Item 9.
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Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
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See “Summary”
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Item 10.
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Recent Sales of Unregistered Securities
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Not applicable
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Item 11.
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Description of Registrant’s Securities to be Registered
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See “Description of Capital Stock”
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Item 12.
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Indemnification of Directors and Officers
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See “Management” and “Description of Capital Stock”
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Item 13.
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Financial Statements and Supplementary Data
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See “Index to Financial Statements” and the statements referenced therein
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Item 14.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Not applicable
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Item 15.
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Financial Statements and Exhibits
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See “Index to Financial Statements” and the statements referenced therein
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(1)
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Report of Independent Registered Public Accounting Firm
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(2)
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Balance Sheets of SpeechFX, Inc., as of December 31, 2010 and 2009
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(3)
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Statements of Operations of SpeechFX, Inc., for the years ended December 31, 2010 and 2009
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(4)
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Statements of Stockholder’s Deficit for the years ended December 31, 2009 and 2010
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(5)
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Statements of Cash Flows of SpeechFX, Inc., for the years ended December 31, 2010 and 2009
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(6)
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Notes to Financial Statements
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(7)
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Unaudited Condensed Financial Statements of SpeechFX, Inc. for the six months ended June 30, 2011
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(8)
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Notes to Unaudited Condensed Financial Statements for the six months ended June 30, 2011
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(9)
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Unaudited Pro Forma Financial Statements
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(10)
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Notes to Unaudited Pro Forma Financial Statements
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Exhibit No.
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Exhibit Description
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2.1
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Form of Separation and Distribution Agreement by and between Fonix Corporation and SpeechFX, Inc. dated __________, 2011 (filed herewith)
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3.1
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Amended and Restated Certificate of Incorporation of SpeechFX, Inc. (previously filed)
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3.2
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Bylaws of SpeechFX, Inc. (filed herewith)
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4.1
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Form of specimen certificate for the Registrant’s common stock, par value $0.0001 per share (to be filed)
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10.1
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Contribution Agreement between Fonix Corporation and SpeechFX, Inc. (formerly Fonix Speech, Inc.), dated February 3, 2006 (previously filed)
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10.2
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Form of SpeechFX, Inc. 2011 Incentive Compensation Plan (to be filed)
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10.3
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Secured Promissory Note dated March 14, 2011 in the principal amount of $100,000, payable by Speech FX, Inc. (formerly Fonix Speech, Inc.), to Southridge Partners II, LP. (filed herewith)
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10.4
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Software Development Agreement, and related Software License Agreements, between SpeechFX, Inc. (formerly Fonix Speech, Inc.), and Casio Soft Co., Ltd, a Japanese corporation, as amended to date (file herewith)
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10.5
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Software License Agreement dated June 29, 2007, between SpeechFX, Inc. (formerly Fonix Speech, Inc.) and Fonix Corporation, and OC3 Entertainment, Inc. (filed herewith)
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10.6
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Runtime License Agreement dated January 1, 2000 between Smart Modular Technologies (Systems) Inc. (predecessor-in-interest to SpeechFX, Inc.), and Kinnor Software (filed herewith)
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10.7
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Amended and Restated Software License Agreement dated July 16, 2010 between Casio Information Systems Co, Ltd, and SpeechFX, Inc. (formerly Fonix Speech, Inc.) (filed herewith)
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99.1
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Preliminary Information Statement, subject to completion, dated September ___, 2011 (filed herewith)
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SPEECHFX, INC.
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By: /s/ Roger D. Dudley
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Name: Roger D. Dudley
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Title: Chief Executive Officer
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Date: October 14, 2011
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This ‘10-12G/A’ Filing | Date | Other Filings | ||
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Filed on: | 10/14/11 | None on these Dates | ||
6/30/11 | ||||
3/14/11 | ||||
12/31/10 | ||||
7/16/10 | ||||
12/31/09 | ||||
6/29/07 | ||||
2/3/06 | ||||
1/1/00 | ||||
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