MAGICJACK VOCALTEC LTD. (NASDAQ:CALL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

On March 9, 2017, the Board of Directors of magicJack VocalTec
Ltd. (the Company) appointed Don Carlos Bell III as President and
Chief Executive Officer of the Company. The Board of Directors
has also nominated Mr. Bell for election to the Board at the
upcoming 2016 annual meeting of shareholders (the 2016 Meeting),
as disclosed by the Company in its proxy materials for the 2016
Meeting. Mr. Bell succeeds Gerald Vento as President and Chief
Executive Officer, effective as of March 9, 2017.

DON C. BELL III (48) has been the owner and
general partner of Tidal Capital LLC since April 2011, and
President of Trigg Partners since August 2014. He was President
and Principal Owner of Tidal Research, LLC from 2007 to 2011.
From 2003 to 2006, he served as Senior Vice President of
Marketing and Corporate Development at IPC Systems, Inc. From
2001 to 2003, he was Vice President of Clearwire Technologies.
From 1998 to 2001, he was an Investment Banker in the Mergers and
Strategic Advisory Department of Goldman Sachs. He is an
independent director of Wireless Telecom Group and serves as the
chairman of its Compensation Committee and is a member of its
Nomination and Governance Committee. He was an independent
director of TeleCommunication Systems Inc. from 2015 through its
sale to Comtech Telecommunications in 2016, and served as a
member of the Compensation Committee and the Nomination and
Governance Committee and as Chairman of the Special Committee
formed to evaluate and oversee the sales process. Mr. Bell was an
independent director of NTS, Inc. from 2012 through the sale of
the Company to Tower Three Partners in 2014, and served as a
member of the Special Committee formed in connection with such
sale. Mr. Bell holds a Masters Degree in Business Administration
from The Wharton School, University of Pennsylvania, and
graduated from St. Johns College with a BA in Classics.

There is no family relationship between Mr. Bell and the
Company’s directors, director nominees and executive officers.
There are no related party transactions between Mr. Bell and the
Company. Mr. Bell has agreed to defer negotiation of his
compensation in exchange for serving as the Company’s President
and Chief Executive Officer pending his election as a director of
the Company at the 2016 Meeting.

Mr. Vento will remain on the Board of Directors of the Company
and will serve as a consultant to the Company on the terms
previously disclosed in the Form 8-K filed on January 5, 2017 in
connection with the Second Amendment to the Executive Employment
Agreement, dated as of July 15, 2015, entered into between the
Company and Mr. Vento effective as of December 31, 2016.

Section 8 Other Events

Item 8.01. Other Events

On March 15, 2017, the Company issued a press release announcing
both the commencement of a strategic alternatives process by the
Board of Directors for the purpose of maximizing shareholder
value and the appointment of Mr. Bell as President and Chief
Executive Officer. Further, the Company announced that, in
connection with the appointment of Mr. Bell, the Company has
appointed a new senior management team. The new senior management
team includes the elevation of Tom Fuller to Chief Financial
Officer in May 2017, the elevation of Dvir Salomon to Chief
Technology Officer, the addition of Kristin Beischel as Chief
Marketing Officer and the addition of Kerrin Parker as Chief
Operating Officer of BroadSmart. A copy of the press release is
attached hereto as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.

Also on March 15, 2017, the Company filed a Notice of Annual
General Meeting of Shareholders and a definitive proxy statement
on Schedule 14A (the Definitive Proxy Statement) with the
Securities and Exchange Commission in connection with the
Companys solicitation of proxies for the 2016 Meeting. As
disclosed in the Notice of Annual General Meeting of Shareholders
and the Definitive Proxy Statement, the 2016 Meeting will be held
at the offices of the Company at 222 Lakeview Avenue, Suite 1600,
West Palm Beach, Florida 33401 at 10:00 a.m. Eastern Daylight
Time on Wednesday, April 19, 2017, or at any adjournments or
postponements thereof. Only shareholders of record at the close
of business on March 10, 2017 will be entitled to receive notice
of, to attend, and to vote at the 2016 Meeting.

Section 9 Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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 up +0.75 at 8.10 with 383,913 shares trading hands.