- Post-Effective Amendment to an S-8 filing (S-8 POS)

As filed with the Securities and Exchange Commission on July 14, 2010

Registration No. 333-106400

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VOCALTEC COMMUNICATIONS LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

STATE OF ISRAEL NOT APPLICABLE (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) ______________________ 12 BENNY GAON STREET, BUILDING 2B POLEG INDUSTRIAL AREA, NETANYA, ISRAEL 42504 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

VOCALTEC COMMUNICATIONS LTD. 2003 MASTER STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)

VOCALTEC COMMUNICATIONS INC.
1732 SOUTHAMPTON DRIVE
CARROLLTON, TX 75007
(NAME AND ADDRESS OF AGENT FOR SERVICE)

[phone]
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

Copies to:
Dan Shamgar, Adv.
Michael Rimon, Adv.
Meitar Liquornik Geva & Leshem Brandwein
16 Abba Hillel Road
Ramat Gan 52506, Israel

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [X] Smaller reporting company [_]

---

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-106400), as amended (the "Registration Statement"), originally filed by VocalTec Communications Ltd. (the "Registrant") on June 24, 2003, amends the Registration Statement to deregister all securities under the Registration Statement that remain unsold. The Registrant has terminated all offerings of securities under the Registration Statement.

-2-

---

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 on 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 Herzliya, Israel, on July 14, 2010.

VOCALTEC COMMUNICATIONS LTD.

By: /s/ IDO GUR --------------- Name: Ido Gur Title: President and Chief Executive Officer

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 TITLE DATE /S/ IDO GUR President and Chief Executive Officer July 14, 2010 ----------- Ido Gur /S/ JOSHUA DI NUR Chief Financial Officer (Principal July 14, 2010 ----------------- Financial Officer and Principal Joshua Di-nur Accounting Officer) /S/ ILAN ROSEN Chairman of the Board of Directors July 14, 2010 -------------- Ilan Rosen /S/ YOSEPH DAUBER Director July 14, 2010 ----------------- Yoseph Dauber /S/ TSIPI KAGAN Director July 14, 2010 --------------- Tsipi Kagan /S/ ERAN DARIEL Director July 14, 2010 --------------- Eran Dariel VOCALTEC Authorized Representative in the U.S. July 14, 2010 COMMUNICATIONS INC. By: /s/ IDO GUR --------------- Name: Ido Gur

Title: Authorized Signatory

-3-