Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 15 2018 - 5:13PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 15, 2018
Registration No. 333-69022
Registration No. 333-171771
Registration No. 333-192431
Registration No. 333-220173
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-69022
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-171771
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-192431
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-220173
ON
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
magicJack VocalTec Ltd.
(Exact Name of Registrant as Specified in
its Charter)
Israel
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98-1045505
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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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12 Haomanut Street, 2nd Floor
Poleg Industrial Zone, Netanya, Israel
42504
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
VocalTec Communications Ltd. 2000 Master
Stock Option Plan
VocalTec Communications Ltd. Amended
2003 Master Stock Option Plan
magicJack Vocaltec Ltd. 2013 Stock Incentive
Plan
magicJack Vocaltec Ltd. 2013 Israeli
Stock Incentive Plan
Amended and Restated magicJack VocalTec
Ltd. 2013 Stock Incentive Plan
Amended and Restated magicJack VocalTec
Ltd. 2013 Israeli Stock Incentive Plan
(Full titles of the plans)
Thomas Fuller
Chief Financial Officer
magicJack VocalTec Ltd.
12 Haomanut Street, 2nd Floor
Poleg Industrial Zone, Netanya, Israel
42504
(561) 749-2255
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent For Service)
With copies to:
Patrick S. Brown
Sullivan & Cromwell LLP
1888 Century Park East, Suite 2100
Los Angeles, California 90067
(310) 712-6600
Indicate by check mark whether the registrant is a large accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:
Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer (do not check if a smaller reporting company)
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¨
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Smaller reporting company
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¨
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Emerging Growth Company
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¨
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
magicJack VocalTec Ltd., an Israeli corporation
(the “
Registrant
”) is filing this Post-Effective Amendment in connection with each of the following Registration
Statements on Form S
-
8 (collectively, the “
Registration Statements
”):
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1.
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Registration
Statement No. 333-69022, filed with the Securities and Exchange Commission (the “
SEC
”) by VocalTec Communications
Ltd., the predecessor of the Registrant (“
VocalTec
”), on September 6, 2001, registering the offer and sale
of the VocalTec’s ordinary shares, par value NIS 0.01 per share, issuable pursuant to the VocalTec Communications Ltd. 2000
Master Stock Option Plan.
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2.
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Registration
Statement No. 333-171771, filed with the SEC by VocalTec on January 19, 2011, registering the offer and sale of the Registrant’s
ordinary shares, no par value (“
Ordinary Shares
”), issuable pursuant to the VocalTec Communications Ltd. Amended
2003 Master Stock Option Plan.
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3.
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Registration
Statement No. 333-192431, filed with the SEC by Registrant on November 20, 2013, registering the offer and sale of Registrant’s
Ordinary Shares, issuable pursuant to the magicJack Vocaltec Ltd. 2013 Stock Incentive Plan and the magicJack Vocaltec Ltd. 2013
Israeli Stock Incentive Plan.
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4.
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Registration
Statement No. 333-220173, filed with the SEC on August 25, 2017, registering the offer and sale of Registrant’s Ordinary
Shares, issuable pursuant to the Amended and Restated magicJack VocalTec Ltd. 2013 Stock Incentive Plan and the Amended and Restated
magicJack VocalTec Ltd. 2013 Israeli Stock Incentive Plan.
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On November 14, 2018, pursuant to the Agreement
and Plan of Merger, dated as of November 9, 2017, as amended, by and among B. Riley Financial, Inc., a Delaware corporation (“
BRF
”),
B. R. Acquisition Ltd., an Israeli corporation and indirect subsidiary of BRF, and the Registrant, Merger Sub merged with and into
the Registrant, with the Registrant continuing as the surviving corporation and as an indirect subsidiary of BRF (the “
Merger
”).
The Registrar of Companies of the State of Israel declared the Merger effective on November 14, 2018.
As a result of the consummation of the Merger,
the Registrant has terminated the offerings of its securities under the Registration Statements. In accordance with the undertaking
made by the Registrant in the Registration Statement, the Registrant hereby removes and withdraws from registration all securities
of the Registrant registered pursuant to the Registration Statements that remain unsold as of the date hereof.
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 Post-Effective Amendment to the Registration Statements to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Arlington, state of Virginia, on November 15, 2018.
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MAGICJACK VOCALTEC LTD.
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By:
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/s/ Kenneth M. Young
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Name:
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Kenneth M. Young
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Title:
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Chief Executive Officer and
Authorized U.S. Representative
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Note: Pursuant to Rule 478 of the Securities
Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statements on Form
S-8.
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