As
filed with the Securities and Exchange Commission on April 13,
2006
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Reg.
No. 333-
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
VoIP,
Inc.
(Exact
name of registrant as specified in its charter)
Texas
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75-2785941
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer identification No.)
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151
So.
Wymore Rd., Suite 3000
Altamonte
Springs, Florida 32714
(Address
of principal executive offices)
Anshuman
Dube Consulting Agreement
Tisno
Onggara Consulting Agreement
David
Mun-Gavin Consulting Agreement
(Full
title of plans)
Anthony
J. Cataldo
Chief
Executive Officer,
151
So.
Wymore Rd., Suite 3000
Altamonte
Springs, Florida 32714
(Name
and
address of agent for service)
(407)
389-3232
(Telephone
number, including area code of agent for service)
CALCULATION
OF REGISTRATION FEE
Title
of securities
to
be registered
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Amount
to be
Registered
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Proposed
maximum
offering
price
per
share (1)
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Proposed
maximum
Aggregate
offering
Price
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Amount
of
Registration
fee
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Common
Stock ($.001 par value)
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4,600,000
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$0.23
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$1,058,000
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$32.49
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(1)
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Estimated
solely for the purpose of determining the amount of registration
fee and
pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1933, as amended, based on the average
of the
closing bid and ask prices of the Company's common stock on the
Over-the-Counter Bulletin Board on April 12,
2007.
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PART
I
INCORPORATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
As
permitted by the rules of the Securities and Exchange Commission (the
“Commission”), this registration statement omits the information specified in
Part I of Form S-8. The documents containing the information specified
in Part I will be delivered to the participants in the plan as required by
Rule 428(b)(1) under the Securities Act of 1933. Such documents are not
being filed with the Commission as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Part II hereof, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act of 1933.
Upon
written or oral request, any of the documents incorporated by reference in
Item
3 of Part II of this Registration Statement (which documents are incorporated
by
reference in this Section 10(a) Prospectus), other documents required to be
delivered to eligible employees, non-employee directors and consultants,
pursuant to Rule 428(b) are available without charge by contacting:
Anthony
Cataldo, VoIP, Inc., Chief Executive Officer, 151 So. Wymore Road, Suite 3000,
Altamonte Springs, Florida 32714 (407) 389-3232.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed by VoIP, Inc. (the “Company”) with the Securities and
Exchange Commission (the “Commission”) are incorporated by reference in this
Registration Statement:
(a)
The
Company's annual report on Form 10-K for the fiscal year ended December 31,
2006
filed pursuant to Section 13 of the Exchange Act on April 2, 2007;
(b)
The
Company's current report on Form 8-K, as filed with the Commission on April
12,
2007; and
(c)
The
description of the Company's common stock contained in the Registration
Statement on Form SB-2 filed August 27, 2001 and Form SB-2/A filed February
7,
2002.
All
reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part of this registration statement from the date of the
filing of such reports and documents.
Item
4. Description of Securities
Not
applicable.
Item
5. Interests of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification of Directors and Officers
The
Company's Articles of Incorporation provide that no director of the Company
will
be personally liable to the Company or any of its shareholders for monetary
damages arising from the director's breach of fiduciary duty as a director,
with
certain limited exceptions.
Pursuant
to the Texas Business Corporation Act (the "Act"), every Texas corporation
has
the power to indemnify any person who was or is a party or is threatened to
be
made a party to any threatened, pending or completed action, suit or proceeding
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation or is or was serving in such a capacity at the request of the
corporation for another corporation, partnership, joint venture, trust or other
enterprise, against any and all expenses, judgments, fines and amounts paid
in
settlement and reasonably incurred in connection with such action, suit or
proceeding. The power to indemnify applies only if such person acted in good
faith and in a manner such person reasonably believed to be in the best
interests, or not opposed to the best interests, of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.
The
power
to indemnify applies to actions brought by or in the right of the corporation
as
well, but only to the extent of defense and settlement expenses and not to
any
satisfaction of a judgment or settlement of the claim itself, and with the
further limitation that in such actions no indemnification shall be made in
the
event of any adjudication of negligence or misconduct unless the court, in
its
discretion, believes that in light of all the circumstances indemnification
should apply.
The
Company's Articles of Incorporation and Bylaws contain provisions authorizing
it
to indemnify its officers and directors to the fullest extent permitted by
the
Securities Act.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the
“Act”) that may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
Item
7. Exemption from Registration Claimed
Not
applicable.
Item
8. Exhibits
Exhibit
No.
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Description
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4.1
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Form
of Consulting Agreement with Anshuman Dube
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4.2
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Form
of Consulting Agreement with Tisno Onggara
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4.3
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Consulting
Agreement with David Mun-Gavin
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4.4
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Form
of Non-Qualified Stock Option Agreement with David
Mun-Gavin
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5.1
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Opinion
of Baratta, Baratta & Aidala, LLP
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23.1
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Consent
of Berkovits, Lago & Company, LLP, Certified Public
Accountants
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23.2
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Consent
of Moore Stephens Lovelace, P.A., Certified Public
Accountants
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23.3
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Consent
of Baratta, Baratta & Aidala, LLP (filed as part of Exhibit
5.1)
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24.1
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Power
of Attorney (see signature page)
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Item
9. Undertakings
(a)
The
undersigned registrant hereby undertakes:
(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by of the Securities Act of
1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
if, in the aggregate, the changes in volume and price represent no
more
than 20% change in the maximum aggregate offering price set forth
in the
"Calculation of Registration Fee" table in the effective registration
statement; and
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
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(2)
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That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be a
new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
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(4)
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That,
for the purpose of determining liability of the registrant under
the
Securities Act of 1933 to any purchaser in the initial distribution
of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to
this
registration statement, regardless of the underwriting method used
to sell
the securities to the purchaser, if the securities are offered or
sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be
considered to offer or sell such securities to such
purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on
behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant
or its
securities provided by or on behalf of the undersigned registrant;
and
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(iv)
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing a form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Altamonte, State of Florida on April 13, 2007.
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VoIP,
Inc
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By
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/s/
Anthony J. Cataldo
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Anthony
J. Cataldo, Chairman and Chief Executive Officer
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POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Anthony J. Cataldo, as his attorney-in-fact, with
full
power of substitution and resubstitution, for him in any and all capacities,
to
sign any and all amendments to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact
full
power and authority to do and perform each and every act and thing requisite
and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all
that said attorney-in-fact, or their substitute or substitutes, may lawfully
do
or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities
and
on the dates indicated.
Signature
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Title
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Date
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/s/
Anthony J. Cataldo
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Chairman
of the Board of
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April
13, 2007
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Anthony
Cataldo
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Directors
and Chief Executive Officer
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/s/
Robert Staats
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Chief
Accounting Officer
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April
13, 2007
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Robert
Staats
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/s/
Gary Post
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Director
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April
13, 2007
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Gary
Post
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/s/
Nicholas A. Iannuzzi, Jr.
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Director
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April
13, 2007
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Nicholas
A. Iannuzzi, Jr.
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/s/
Stuart Kosh
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Director
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April
13, 2007
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Stuart
Kosh
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INDEX
TO EXHIBITS
Exhibit
NO.
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Description
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4.1
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Form
of Consulting Agreement with Anshuman Dube
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4.2
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Form
of Consulting Agreement with Tisno Onggara
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4.3
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Consulting
Agreement with David Mun-Gavin
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4.4
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Form
of Non-Qualified Stock Option Agreement with David
Mun-Gavin
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5.1
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Opinion
of Baratta, Baratta & Aidala, LLP
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23.1
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Consent
of Berkovits, Lago & Company, LLP, Certified Public
Accountants
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23.2
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Consent
of Moore Stephens Lovelace, P.A., Certified Public
Accountants
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23.3
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Consent
of Baratta, Baratta & Aidala, LLP (filed as part of Exhibit
5.1)
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24.1
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Power
of Attorney (see signature page)
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