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EX-99.2 - EXHIBIT 99.2 - MAGICJACK VOCALTEC LTDexhibit_99-2.htm
EX-99.3 - EXHIBIT 99.3 - MAGICJACK VOCALTEC LTDexhibit_99-3.htm
EX-99.1 - EXHIBIT 99.1 - MAGICJACK VOCALTEC LTDexhibit_99-1.htm


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


FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): March 16, 2015
 
MAGICJACK VOCALTEC LTD.
(Exact name of registrant as specified in its charter)
 
Israel
000-27648
 
(State or other Jurisdiction
of Incorporation or Organization)
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
19 HARTOM STREET, BINAT BUILDING 5th FLOOR
HAR HOTZVIM, JERUSALEM 9777518, ISRAEL
(Address of principal executive offices, including zip code)

Telephone: (561) 749-2255
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 2.02.  Results of Operations and Financial Condition
 
On March 16, 2015, magicJack VocalTec Ltd. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2014. A copy of the press release is furnished herewith as Exhibit 99.1. The Company also held a conference call on March 16, 2015 to discuss these matters, a transcript of which is furnished herewith as Exhibit 99.2.

In its press release, the Company included non-GAAP financial measures, as defined in Regulation G promulgated by the Securities and Exchange Commission. The press release sets forth the reasons the Company believes that presentation of the non-GAAP financial measures provides useful information to investors regarding the Company's financial condition and results of operations. A reconciliation of these non-GAAP financial measures with the most directly comparable GAAP financial measures also is included in the press release.

The information in this Item 2.02 (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01. Other Events

On March 16, 2015, the Company issued a press release announcing that the Company’s Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $20.0 million of its outstanding common from time to time on the open market or in privately negotiated transactions.  A copy of the press release is attached hereto as Exhibit 99.3 and incorporated by reference into this Item 8.01.
 
Item 9.01. Exhibits
 
Exhibit
Number
 
99.1 
 
Description
 
Press release dated March 16, 2015
99.2
99.3 
 
Transcript of earnings call dated March 16, 2015
Press release dated March 16, 2015
                     
 
 

 
                                        
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  Company Name  
       
 
By:
/s/ Jose Gordo  
    Name: Jose Gordo  
    Title:  Chief Financial Officer  
       
Date:   March 19, 2015
 
 
 

 

Exhibit Index
 
Exhibit No.
 
99.1 
 
Description
 
Press release dated March 16, 2015
99.2
99.3 
 
Transcript of earnings call dated March 16, 2015
Press release dated March 16, 2015