S-8 POS

As filed with the Securities and Exchange Commission on November 6, 2013

Registration No. 333-136227

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

VONAGE HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware	11-3547680
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

23 Main Street Holmdel, New Jersey	7733
(Address of principal executive offices)	(Zip Code)

Vonage Holdings Corp. 2001 Stock Incentive Plan

Vonage Holdings Corp. 2006 Incentive Plan

(Full title of the plan)

Kurt M. Rogers

Chief Legal Officer

Vonage Holdings Corp.

23 Main Street

Holmdel, New Jersey 07733

(Name and address of agent for service)

(732) 528-2600

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  x
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)	Smaller reporting company  ¨

____________________

This Amendment No. 2 is being filed to reflect that the number of shares of common stock, par value $0.001 per share, of Vonage Holdings Corp. covered by this Registration Statement is increased from 67,456,871 to 78,456,871.

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)		Proposed maximum   offering price(2)  per share(2)		Proposed maximum aggregate(2)   offering price		Amount of registration fee
Common Stock, par value $0.001 per share		11,000,000 shares		$3.65		$40,150,000		$5,171.32

(1)

This post-effective amendment to the Registrant’s Registration Statement on Form S-8 (File No. 333-136227) covers an additional 11,000,000 shares (the “Additional Shares”) of common stock, par value $0.001 per share (“Common Stock”) of Vonage Holdings Corp. (the “Registrant”) for offer or sale under the Registrant’s 2006 Incentive Plan (the “2006 Plan”). An aggregate of 78,456,871 shares of the Registrant’s Common Stock have been or may be issued under the 2006 Plan. Of the 78,456,871 shares, 67,456,871 shares were previously registered (the “Previously Registered Shares”) under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-136227), as amended by post-effective amendment no. 1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-136227). The registration fee for the Additional Shares is $5,171.32. The Registrant previously paid the registration fee for the Previously Registered Shares. Pursuant to Rule 416 under the Securities Act, this Registration Statement also covers such additional shares as may hereafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments.

(2)

Estimated solely for purposes of computing the registration fee pursuant to Rules 457(c) and (h) under the Securities Act based upon the average of the high and low prices of the Registrant’s common stock on October 31, 2013 as quoted on the New York Stock Exchange.

EXPLANATORY NOTE

Vonage Holdings Corp. (the “Registrant”) previously filed a Registration Statement on Form S-8 (File No. 333-136227), as amended by Amendment No. 1 to the Registration Statement on Form S-8 (“Amendment No. 1”, and as so amended, the “Prior Registration Statement”), relating to the Registrant’s 2001 Stock Incentive Plan (the “2001 Plan”) and the Registrant’s 2006 Incentive Plan (the “2006 Plan”). Under the Prior Registration Statement, the Registrant registered an aggregate of 67,456,871 shares of common stock, par value $0.001 per share (“Common Stock”) to be offered and sold under the 2001 Plan or the 2006 Plan, as applicable.

This Amendment No. 2 to Registration Statement on Form S-8 (this “Amendment No. 2”) is filed pursuant to General Instruction E of Form S-8 and relates to the Prior Registration Statement. Except for the changes set forth herein, the contents of the Prior Registration Statement, including each of the documents filed with the Securities and Exchange Commission (the “Commission”), are incorporated by reference herein. In addition, all exhibits required by General Instruction E of Form S-8 are filed as exhibits hereto.

The Board of Directors approved an amendment and restatement (the “Amendment”) to the 2006 Plan to increase the number of shares available for the grant of awards under the 2006 Plan. The Amendment was subject to stockholder approval. On June 6, 2013, the Amendment was approved by stockholders at the Registrant’s annual meeting of stockholders. The Registrant has filed this Amendment No. 2 to the Registrant’s Prior Registration Statement to register under the Securities Act of 1933, as amended, the offer and sale pursuant to the 2006 Plan of an additional 11,000,000 shares of Common Stock not previously registered. Following this amendment, an aggregate of 78,456,871 shares of Common Stock will be registered under this Registration Statement on Form S-8, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See Exhibit Index.

SIGNATURES AND POWER OF ATTORNEY

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Holmdel, State of New Jersey, on November 6, 2013.

VONAGE HOLDINGS CORP.

By _/s/ David T. Pearson___________________

David T. Pearson

Chief Financial Officer, and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kurt M. Rogers, Henry Pickens and Randy Rutherford, signing singly, the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including, without limitation, post-effective amendments to this Registration Statement), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities with the Registrant indicated, on the dates indicated.

Signature	Title	Date
/s/ Marc P. Lefar_________________________ Marc P. Lefar	Director and Chief Executive Officer (Principal Executive Officer)	November 6, 2013
/s/ David T. Pearson______________________ David T. Pearson	Chief Financial Officer, and Treasurer (Principal Financial Officer and Accounting Officer)	November 6, 2013
/s/ Jeffrey A. Citron___________________ Jeffrey A. Citron	Director, Chairman	November 6, 2013
/s/ Morton David_______________________ Morton David	Director	November 6, 2013
/s/ Stephen Fisher__________________ Stephen Fisher	Director	November 6, 2013
/s/ Michael Krupka______________________ Michael Krupka	Director	November 6, 2013
/s/ Jeffrey J. Misner_________________ Jeffrey J. Misner	Director	November 6, 2013
/s/ David. C. Nagel_____________________ David. C. Nagel	Director	November 6, 2013
/s/ Joseph M. Redling_____________________ Joseph M. Redling	Director	November 6, 2013
/s/ John J. Roberts_______________________ John J. Roberts	Director	November 6, 2013
/s/ Margaret Smyth______________________ Margaret Smyth	Director	November 6, 2013
/s/ Carl Sparks_______________________ Carl Sparks	Director	November 6, 2013

EXHIBIT INDEX

Exhibit No.                    Description                    

4.1 Restated Certificate of Incorporation of Vonage Holdings Corp. (previously filed as Exhibit 3.1 to Vonage Holdings Corp.’s Quarterly Report on Form 10-Q (File No. 001-32887) filed with the Commission on August 4, 2006, and incorporated herein by reference).

4.2 Second Amended and Restated By-laws of Vonage Holdings Corp. (previously filed as Exhibit 3.1 to Vonage Holding Corp.’s Current Report on Form 8-K (File No. 001-32887) filed with the Commission on August 4, 2008 and incorporated herein by reference).

4.3 Form of Certificate of Vonage Holdings Corp. Common Stock (previously filed as Exhibit 4.1 to Amendment No. 5 to Vonage Holdings Corp.’s Registration Statement on Form S-1 (Registration No. 333-131659) filed with the Commission on May 8, 2006, and incorporated herein by reference).

4.4 Tax Benefits Preservation Plan, dated as of June 7, 2012, by and between Vonage Holdings Corp. and American Stock Transfer & Trust Company, LLC, as Rights Agent, including as Exhibit A the form of Certificate of Designation of the Company's Series A Participating Preferred Stock and as Exhibit B the forms of Right Certificate and of Election to Purchase. (filed with the Commission on August 1, 2012 as Exhibit 4.1 to Vonage Holding Corp.’s Quarterly Report on Form 10-Q (File No. 001-32887), and incorporated herein by reference.)

4.5 2001 Stock Incentive Plan of Vonage Holdings Corp. (previously filed as Exhibit 10.1 to Amendment No. 1 to Vonage Holdings Corp.’s Registration Statement on Form S-1 (Registration No. 333-131659) filed with the Commission on April 7, 2006, and incorporated herein by reference).

4.6 Vonage Holdings Corp. Amended and Restated 2006 Incentive Plan (effective as of June 6, 2013) (filed as Exhibit 10.1 to the Registrant’s Form 8-K dated June 6, 2013 and incorporated herein by reference)

5.1*         Opinion of Chief Legal Officer

23.1*         Consent of BDO USA, LLP

24*         Power of Attorney (included on signature pages of this Registration Statement)

_________________

* Filed herewith.

EX-5.1

Exhibit 5.1

November 6, 2013

Vonage Holdings Corp.

23 Main Street

Holmdel, NJ 07733

Attn:

Re: Vonage Holdings Corp. (the “Company,” “Vonage” or “we”)

Ladies and Gentlemen:

I am Chief Legal Officer and Secretary of Vonage.

With respect to Amendment No. 2 to Registration Statement on Form S-8 (the “Registration Statement”) filed today by Vonage with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, 11,000,000 shares of common stock of Vonage, par value $0.001 per share, which may be issued under the Vonage Holdings Corp. 2006 Stock Incentive Plan, as amended and restated effective as of June 6, 2013 (the “Plan”), I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates, and other documents and instruments, and such questions of law, as I have considered necessary or desirable for the purpose of this opinion.

In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making my examination of executed documents, I have assumed that the parties thereto, other than Vonage, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which I have not independently established or verified, I have relied upon statements and representations of officers and other representatives of Vonage and others.

Based on the foregoing, I am of the opinion that the Shares will be, upon issuance, duly authorized and, when the Shares have been issued and delivered in accordance with the terms of the Plan, the Shares will be legally issued, fully paid, and non-assessable.

This opinion is rendered as of the date first written above and I disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to my attention and which may alter, affect or modify the opinion expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. I consent to the filing of this opinion as an exhibit to the Registration Statement. I also consent to the reference to me in Item 5, Interests of Named Experts and Counsel, of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations promulgated thereunder or Item 509 of Regulation S-K.

Sincerely,

/s/ Kurt M. Rogers_____

Kurt M. Rogers

Chief Legal Officer

1

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Vonage Holdings Corp.

23 Main Street

Holmdel, NJ 07733

We hereby consent to the incorporation by reference in this Amendment No. 2, constituting a part of this Registration Statement of our reports dated February 13, 2013, relating to the consolidated financial statements, the effectiveness of Vonage Holdings Corp.’s internal control over financial reporting, and schedule appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

/s/ BDO USA, LLP

Woodbridge, NJ

November 6, 2013