MAGICJACK VOCALTEC LTD. (NASDAQ:CALL) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On January 3, 2017, magicJack Vocaltec Ltd. (the “Company”)
received a letter from the staff of the Listing Qualifications
Department of The Nasdaq Stock Market (“NASDAQ”) notifying the
Company that the Company no longer complies with NASDAQ Listing
Rule 5620(a) for continued listing due to its failure to hold an
annual meeting of shareholders within twelve months of the end of
the Company’s fiscal year ended December 31, 2015. The
Company’s last annual meeting of shareholders was held on July
8, 2015. As a result, as of January 3, 2017, the Company had 45
calendar days to submit a plan to regain compliance. If NASDAQ
accepts the Company’s plan, NASDAQ can grant an exception of up
to 180 calendar days from the fiscal year ended December 31,
2016, or until June 29, 2017, to regain compliance.
Prior to receipt of this notification from NASDAQ, the Company
had filed a preliminary proxy statement with the Securities and
Exchange Commission on December 30, 2016 relating to holding an
annual general meeting of shareholders on February 28, 2017. The
Company intends to submit to NASDAQ promptly a plan to regain
compliance stating the Company’s intent to hold its annual
general meeting of shareholders on February 28, 2017.
Section 5 Corporate Governance and Management
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 29, 2016, the Board of Directors of the Company upon
the Compensation Committee’s recommendation approved, subject to
shareholder approval at the 2017 annual general meeting of
shareholders, an extension of the term of Gerald Vento’s
employment with the Company under the terms of his Executive
Employment Agreement with the Company dated January 1, 2013, as
amended by Amendment to Executive Employment Agreement, dated as
of July 15, 2015 (collectively, the “Vento Employment
Agreement”) such that Mr. Vento will continue to serve as the
Company’s President and Chief Executive Officer through the
earlier of June 30, 2017 or the date the Company hires a
President and Chief Executive Officer to replace Mr. Vento (the
“Second Amendment”). Compensation in connection with Mr.
Vento’s extension of employment under the Second Amendment will
not be paid until shareholder approval is received, at which time
all accrued compensation will be paid.
The Board of Directors also proposed that the Company enter into
a consulting agreement with Mr. Vento as of the separation date
under the Vento Employment Agreement as extended by the Second
Amendment (the “Consulting Agreement”) in lieu of any severance
to be provided to Mr. Vento on the separation date, as an
inducement for Mr. Vento to execute the Second Amendment, for Mr.
Vento to continue to serve as the Company’s President and CEO
through the separation date and to smoothly transition Mr.
Vento’s duties to the Company’s new President and CEO. The
Company will be obligated to enter into the Consulting Agreement
with Mr. Vento unless Mr. Vento voluntarily terminates his
employment with the Company, dies or becomes disabled or is
terminated for cause, as defined in the Vento Employment
Agreement, in each case prior to the separation date under the
Second Amendment.
The Consulting Agreement provides that Mr. Vento will perform
certain professional consulting services for the Company. In
consideration for Mr. Vento’s professional consulting services,
the Company will pay Mr. Vento a consulting fee of eighty-three
thousand three hundred thirty-three and 33/100 dollars
($83,333.33) per month. The term of the Consulting Agreement will
commence on the separation date under the Second Amendment and
will continue until the first anniversary of the effective date
of the Consulting Agreement. The term of the Consulting Agreement
may be terminated by Mr. Vento or the Company upon thirty (30)
days advance written notice or by the Company immediately for
cause as defined in the Consulting Agreement. If the Consulting
Agreement is terminated by the Company without cause, Mr. Vento
will be entitled to a termination payment equal to the full
amount payable under the Consulting Agreement as if the agreement
was not terminated. If the Consulting Agreement is terminated by
the Company for cause, by Mr. Vento for any reason, or upon his
death or disability, Mr. Vento will be due no further
compensation other than what is due and owing through the
effective time of the termination.
The above summary of the Second Amendment and the Consulting
Agreement is qualified in its entirety by reference to the Second
Amendment and the Consulting Agreement (a form of which is
included as Exhibit B to the Second Amendment) filed herewith as
Exhibit 10.1, and is incorporated by reference herein.
Section 9 Corporate Governance and Management
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
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10.1 |
Second Amendment to Executive Employment Agreement, effective as of December 31, 2016, by and between magicJack VocalTec Ltd. and Gerald Vento. |
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10.2 |
Form of Consulting Agreement (included in Exhibit 10.1). |
About MAGICJACK VOCALTEC LTD. (NASDAQ:CALL)
magicJack VocalTec Ltd. and its subsidiaries is a cloud communications company. The Company provides magicJack devices and other magicJack products and services. The Company also provides additional products and services, which include voice applications on smart phones, as well as the magicJack PLUS, magicJack GO and magicJack EXPRESS, which are updated versions of the magicJack device that have their own central processing unit (CPU) and can connect a regular phone directly to the users broadband modem/router and function as a standalone phone without using a computer. The Company’s products and services allow users to make and/or receive free telephone calls to and from anywhere in the world where the customer has broadband access to the Internet, and allows customers to make free calls back to the United States and Canada from anywhere legally permitted in the world. MAGICJACK VOCALTEC LTD. (NASDAQ:CALL) Recent Trading Information
MAGICJACK VOCALTEC LTD. (NASDAQ:CALL) closed its last trading session down -0.15 at 7.95 with 123,069 shares trading hands.
