0001178913-18-002969.txt : 20181116 0001178913-18-002969.hdr.sgml : 20181116 20181116135420 ACCESSION NUMBER: 0001178913-18-002969 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181114 FILED AS OF DATE: 20181116 DATE AS OF CHANGE: 20181116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harris Richard Carl CENTRAL INDEX KEY: 0001577186 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27648 FILM NUMBER: 181189370 MAIL ADDRESS: STREET 1: C/O YMAX CORPORATION STREET 2: 5700 GEORGIA AVENUE CITY: WEST PALM BEACH STATE: FL ZIP: 33405 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MAGICJACK VOCALTEC LTD CENTRAL INDEX KEY: 0001005699 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12 BENNY GAON STREET, BUILDING 2B STREET 2: POLEG INDUSTRIAL AREA CITY: NETANYA STATE: L3 ZIP: 42504 BUSINESS PHONE: 561-771-2255 MAIL ADDRESS: STREET 1: 12 BENNY GAON STREET, BUILDING 2B STREET 2: POLEG INDUSTRIAL AREA CITY: NETANYA STATE: L3 ZIP: 42504 FORMER COMPANY: FORMER CONFORMED NAME: VOCALTEC COMMUNICATIONS LTD DATE OF NAME CHANGE: 19971104 FORMER COMPANY: FORMER CONFORMED NAME: VOCALTEC LTD DATE OF NAME CHANGE: 19960109 4 1 zk1822293.xml OWNERSHIP DOCUMENT X0306 4 2018-11-14 1 0001005699 MAGICJACK VOCALTEC LTD CALL 0001577186 Harris Richard Carl C/O MAGICJACK VOCALTEC LTD. 560 VILLAGE BLVD., SUITE 120 WEST PALM BEACH FL 33409 1 0 0 0 Ordinary shares 2018-11-14 4 D 0 21154 8.71 D 0 D On November 14, 2018 (the "Closing Date"), B. Riley Financial, Inc. ("B. Riley") acquired the Issuer pursuant to the Agreement and Plan of Merger, dated as of November 9, 2017 (the "Merger Agreement"), by and among the Issuer, B. Riley, and B. R. Acquisition Ltd., a wholly-owned subsidiary of B. Riley ("Merger Sub"). On the Closing Date, in accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger (the "Merger") as a wholly owned subsidiary of B. Riley. At the effective time of the Merger (the "Effective Time"), each ordinary share of the Issuer issued and outstanding immediately prior to the Effective Time (other than, if any, shares owned by B. Riley or Merger Sub, or by any wholly-owned subsidiary of B. Riley, Merger Sub, or the Issuer (except to the extent held for the benefit of a customer or a third party)), was automatically converted into the right to receive $8.71 per share in cash (the "Per Share Merger Consideration"), without interest and less any applicable withholding taxes required by law. /s/ Richard Harris 2018-11-14