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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Magicjack Vocaltec Ltd - Ordinary Shares (delisted) | NASDAQ:CALL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.67 | 8.64 | 8.70 | 0 | 01:00:00 |
ISRAEL
|
Not Applicable
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
12 HAOMANUT STREET, 2ND FLOOR
POLEG INDUSTRIAL ZONE, NETANYA, ISRAEL
|
42504
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
|
Non-accelerated filer
|
☐
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
☐
|
|
Emerging growth company | ☐ |
|
Title of Securities to be Registered
|
Amount
to be
Registered
(1)
|
Proposed
Maximum
Offering
Price
Per Share
(2)
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
Amount
of Registration
Fee
(2)
|
||||||||||
Ordinary Shares, no par value
|
3,350,000 shares
|
$
|
7.48
|
$
|
25,058,000
|
$
|
2,904.22
|
(1) |
In addition to the shares set forth in the table, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), the number of shares registered includes any additional shares that become issuable under the magicJack VocalTec Ltd. 2013 Stock Incentive Plan and the magicJack VocalTec Ltd. 2013 Israeli Stock Incentive Plan by reason of any share splits, share dividends, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares.
|
(2) |
Estimated pursuant to Rule 457(c) and (h) under the Securities Act solely for the purposes of calculating the amount of the registration fee. The fee with respect to the shares registered herein was based on the average of the high and low prices per share of the ordinary shares on August 18, 2017, as reported on the Nasdaq Global Market.
|
d) |
our Current Reports on Form 8-K filed April 25, 2017, May 10, 2017, May 23, 2017, June 7, 2017, June 19, 2017 and August 1, 2017; and
|
e) |
the description of our ordinary shares contained in our Registration Statement on Form 8-A, filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on January 29, 1996, including any amendment or report filed for the purpose of updating such description.
|
·
|
a breach by the office holder of his duty of loyalty, unless the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
|
·
|
a breach by the office holder of his duty of care, if such breach was done intentionally or in disregard of the circumstances of the breach or its consequences, other than a breach committed solely by negligence;
|
·
|
any act or omission done with the intent to derive an illegal personal benefit; or
|
·
|
any fine levied against the office holder as a result of a criminal offense.
|
·
|
a breach of his duty of care to the Company or to another person;
|
·
|
a breach of his duty of loyalty to the Company, provided that the office holder acted in good faith and had reasonable cause to assume that his act would not prejudice the Company's interests; and
|
·
|
a financial liability imposed upon him in favor of another person concerning an act performed by him in his capacity as an office holder.
|
·
|
a financial liability imposed on him in favor of another person by any judgment, including a settlement or an arbitrator's award approved by a court concerning an act performed in his capacity as an office holder;
|
·
|
reasonable litigation expenses, including attorneys' fees, expended by the office holder or charged to him by a court, in proceedings the Company institutes against him or instituted on its behalf or by another person, or in a criminal charge from which he was acquitted, or in which he was convicted of an offense that does not require proof of criminal intent; or
|
·
|
reasonable litigation expenses, including attorneys' fees, expended by the office holder as a result of an investigation or proceeding instituted against him by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding, and (ii) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him as a result of such investigation or proceeding or if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent.
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(ii) |
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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
|
(iii) |
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;
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, 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.
|
(3)
|
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.
|
(4)
|
That, for the purpose of determining liability under the Securities Act to any purchaser:
|
|
By:
|
/s/ Thomas Fuller | |
Name: Thomas Fuller | |||
Title: Chief Financial Officer |
Signatures
|
Title
|
Date
|
||
/s/ Don C. Bell, III
Don C. Bell, III
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
August 25, 2017
|
||
/s/
Thomas Fuller
Thomas Fuller
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
August 25, 2017
|
||
/s/ Izhak Gross
Izhak Gross
|
Director
|
August 25, 2017
|
||
/s/ Dr. Yuen Wah Sing
Dr. Yuen Wah Sing
|
Director
|
August 25, 2017
|
||
/s/ Tal Yaron-Eldar
Tal Yaron-Eldar
|
Director
|
August 25, 2017
|
||
/s/ Alan B. Howe
Alan B. Howe
|
Director
|
August 25, 2017
|
||
/s/ Richard Harris
Richard Harris
|
Director
|
August 25, 2017
|
||
4.1 |
Amended and Restated Articles of Association of magicJack VocalTec Ltd. (incorporated by reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10-K filed with the SEC on April 2, 2013)
|
4.2 |
Form of Share Certificate of magicJack VocalTec Ltd., filed on January 12, 2011 (incorporated by reference to Exhibit 4.2 of Amendment No. 1 to Registration Statement on Form F-3 (File No. 333-169659))
|
5.1 |
Opinion of Yigal Arnon & Co., Law Firm, Israeli counsel to the registrant, as to the legality of the securities being offered under this Registration Statement
|
10.1 |
Amended and Restated magicJack VocalTec Ltd. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on August 1, 2017)
|
10.2 |
Amended and Restated magicJack VocalTec Ltd. 2013 Israeli Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed with the SEC on August 1, 2017)
|
23.1 |
Consent of independent registered public accounting firm
|
23.2 |
Consent of Yigal Arnon & Co., Law Firm (included in Exhibit 5.1)
|
24.1 |
Power of Attorney (included on signature page)
|
1 Year Magicjack Vocaltec Chart |
1 Month Magicjack Vocaltec Chart |
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