0001144204-16-120346.txt : 20160819 0001144204-16-120346.hdr.sgml : 20160819 20160819144723 ACCESSION NUMBER: 0001144204-16-120346 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160819 DATE AS OF CHANGE: 20160819 GROUP MEMBERS: DAVID L. KANEN SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61725 FILM NUMBER: 161842900 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kanen Wealth Management LLC CENTRAL INDEX KEY: 0001681614 IRS NUMBER: 811101556 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10141 SWEET BAY COURT CITY: PARKLAND STATE: FL ZIP: 33076 BUSINESS PHONE: 631-863-3100 MAIL ADDRESS: STREET 1: 10141 SWEET BAY COURT CITY: PARKLAND STATE: FL ZIP: 33076 SC 13D 1 v447410_sc13d.htm SC 13D

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

 

MAGICJACK VOCALTEC LTD. 

(Name of Issuer)

Ordinary Shares, with no par value

(Title of Class of Securities)

 

M6787E101

(CUSIP Number)

 

Mr. David L. Kanen

Kanen Wealth Management LLC
10141 Sweet Bay Ct., Parkland, Florida 33076
(631) 863-3100

 

With a copy to:

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 
August 11, 2016
(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box □.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 


CUSIP No. M6787E101
13DPage 2 of 7 Pages

 

 


1

NAME OF REPORTING PERSON

 

Kanen Wealth Management LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Florida

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

637,032

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

637,032

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

637,032

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.01%

 
14

TYPE OF REPORTING PERSON

 

IA

 

 

 

 

 

 


CUSIP No. M6787E101
13DPage 3 of 7 Pages

 

 

 


1

NAME OF REPORTING PERSON

 

David L. Kanen

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

PF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7

SOLE VOTING POWER

 

197,385*

  8

SHARED VOTING POWER

 

637,032

  9

SOLE DISPOSITIVE POWER

 

197,385*

 10

SHARED DISPOSITIVE POWER

 

637,032

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

834,417

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.26%

 
14

TYPE OF REPORTING PERSON

 

IN

 

 

* Includes call options with respect to 80,000 Ordinary Shares.



 


CUSIP No. M6787E101
13DPage 4 of 7 Pages

 

 

Item 1.Security and Issuer.

 

This Statement of Beneficial Ownership on Schedule 13D (this “Statement”) relates to the Ordinary Shares, with no par value (the “Ordinary Shares”), of magicJack VocalTec, Ltd., a company organized under the laws of the State of Israel (the “Company”). The Company reports that its principal executive offices are located at 12 Haomanut Street, 1st Floor, Poleg Industrial Zone, Netanya, Israel 4250445.

 

Item 2.Identity and Background.

 

This Statement is filed by (i) Kanen Wealth Management LLC, an investment advisor registered as such in Florida, New York and Texas (“KWM”), and (ii) David L. Kanen, the managing member of KWM.

 

The foregoing persons are sometimes referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.”

 

KWM, a limited liability company organized under the laws of the State of Florida, is a registered investment adviser. The principal business of KWM is purchasing, holding and selling securities for investment purposes for the accounts of its customers. The principal occupation of Mr. Kanen is serving as the managing member, sole investment advisor representative and Chief Compliance Officer for KWM. Mr. Kanen is a U.S. citizen.

 

The principal business address of the Reporting Persons is 10141 Sweet Bay Ct., Parkland, Florida 33076.

 

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

The Reporting Persons acquired the Ordinary Shares reported as owned by the Reporting Persons in the ordinary course of business. The Ordinary Shares beneficially owned by KWM were acquired for the accounts of its customers. In addition, Mr. Kanen purchased Ordinary Shares for his own account. The total cost for purchasing the Ordinary Shares reported as owned by the Reporting Persons (excluding call options with respect to Ordinary Shares), including brokerage commissions, was approximately as follows: KWM, $4,886,035, and Mr. Kanen, $1,513,943. Mr. Kanen has purchased from counterparties call options at an average price of $1.23 per option that carry the right to call from such counterparties 80,000 Ordinary Shares with an exercise price of $5.00 per share. The source of funds for the Ordinary Shares acquired for the accounts of KWN’s customers were funds of such customers. The source of funds for the Ordinary Shares acquired by Mr. Kanen were his personal funds.

 

 


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Item 4.Purpose of Transaction.

 

On August 19, 2016, Mr. Kanen sent a letter to the Company, a copy of which is included in Exhibit 99.2 hereto and incorporated herein by reference (the “Letter”).

 

The Reporting Persons acquired the Ordinary Shares reported in this Statement for investment purposes. The Reporting Persons may in the future acquire additional Ordinary Shares or dispose of some or all of the Ordinary Shares held by the Reporting Persons in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the Ordinary Shares, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.

 

Except as set forth herein and in the Letter, none of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.Interest in Securities of the Issuer.

(a)        The Reporting Persons beneficially own in the aggregate 834,417 Ordinary Shares, which represents approximately 5.26% of the Company’s outstanding Ordinary Shares.

 

KWM, in its role as investment manager for customer accounts (collectively, the “Accounts”) to which it furnishes investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own the 637,032 Ordinary Shares held in the Accounts. Mr. Kanen expressly disclaims such beneficial ownership. In addition, Mr. Kanen directly owns 197,385 Ordinary Shares held for his own account, which includes 117,385 Ordinary Shares and call options with respect to 80,000 Ordinary Shares.

 

Each percentage ownership of Ordinary Shares set forth in this Statement is based on the 15,855,362 Ordinary Shares reported by the Company as outstanding as of July 31, 2016 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016.

 

(b)        KWM, in its role as investment manager to the Accounts, has discretionary voting and dispositive power over the Ordinary Shares held in the Accounts pursuant to investment advisory agreements. Mr. Kanen, as the managing member of KWM, may be deemed to share voting and dispositive power over such Ordinary Shares with KWM.

 

Mr. Kanen has the sole power to direct the voting and disposition of the Ordinary Shares directly held for his own account.

 

(c)        Within the past thirty days, KWM purchased 39,686 Ordinary Shares in open market transactions for the accounts of its customers at an average price per share of $5.91. Except as set forth in the preceding sentence, the Ordinary Shares held in the Accounts reported on this Schedule 13D were acquired by customers prior to entering into investment advisory agreements with KWM.

 

Within the past thirty days, Mr. Kanen purchased 1,500 Ordinary Shares in open market transactions for his own account at an average price per share of $5.91. On August 11, 2016, Mr. Kanen purchased from counterparties 620 call options at an average price of $1.22 per option that carry the right to call from such counterparties 62,000 Ordinary Shares with an exercise price of $5.00 per share. On August 12, 2016, Mr. Kanen purchased from counterparties 180 call options at an average price of $1.25 per option that carry the right to call from such counterparties 18,000 Ordinary Shares with an exercise price of $5.00 per share.

 

 


CUSIP No. M6787E101
13DPage 6 of 7 Pages

 

 

(d)        The customers of KWM have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of Ordinary Shares, and the power to direct the receipt of dividends from any of the Ordinary Shares held for their respective accounts. Such customers may also terminate the investment advisory agreements upon appropriate notice. Neither Mr. Kanen nor KWM has an economic or pecuniary interest in any of the Ordinary Shares reported herein as being held in customer accounts. Mr. Kanen has the sole right to receive all proceeds from the sale of and direct the receipt of dividends from the Ordinary Shares held for his own account.

 

(e)        Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The Reporting Persons have entered into a Joint Filing Agreement, which is filed as Exhibit 99.1 to this Statement.

 

As described in Item 4 above, the Reporting Persons sent a Letter, dated August 19, 2016, to the Company, a copy of which is filed as Exhibit 99.2 to this Statement.

 

Mr. Kanen has purchased from counterparties 800 call options that carry the right to call from such counterparties 80,000 Ordinary Shares with an exercise price of $5.00 per share (the “Call Options”).

 

Except for the investment advisory agreements between the Reporting Persons and the owners of the Accounts, the Letter, the Call Options and the Joint Filing Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Company.

 

Item 7.Material to Be Filed as Exhibits.

 

99.1Joint Filing Agreement among the Reporting Persons (set forth on the signature page to this Statement and incorporated herein by reference).

 

99.2Letter to the Board of Directors of the Company from Kanen Wealth Management LLC (filed herewith).

 

 

 


CUSIP No. M6787E101
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SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Ordinary Shares of the Company.

 

Dated: August 19, 2016

 

     
KANEN WEALTH MANAGEMENT LLC    
     
/s/ David L. Kanen    
David L. Kanen    
Managing Member    
     
     
/s/ David L. Kanen    
David L. Kanen    

 

 

 

EX-99.2 2 v447410_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

Dear Magic Jack Board,

 

I have tried several times to engage you in an amicable, productive discussion for the purpose of creating value for all shareholders. Regrettably, you have not even replied to me. Therefore, I am writing this letter and look forward to a fruitful discussion.

 

First, I would like to point out that the current Board of Directors and executive leadership (exception of Mr. Izhak Gross) has functioned, virtually, with complete freedom and without outside pressure and/or shareholder activism. They have presided over an extremely disappointing and unsuccessful stretch of the last 3 years 8 months. Since the current Chairman and CEO have been installed as our leaders in January of 2013, our shares have declined from approximately $18.55 on January 2 to approximately $5.28 per share, a 71.5% decline. During this same period, our closest peer, VG, has gone from $2.37 per share on January 2, 2013 to $6.35 per share current price – a 168% return. EGHT (which is focused on the enterprise space) has climbed from $7.47 per share to $12.94 per share – an 73.2% return.

 

While we are aware that no comparisons are ever exactly apples to apples, we do believe that we have some very distinct advantages/assets that are not being properly monetized. For example, we have our own CLEC network, one of the lowest costs of telephone services in the world, an advanced wireless app, a very strong balance sheet, strong free cash flow and a solid, well-known brand.

 

During the last 3 ½ years the current leadership has announced several growth initiatives dating back to Q1 2013, which we will touch on briefly:

 

1.International expansion

 

2.SMB/SOHO (small business)

 

3.App monetization

 

Sadly, through Q2 of 2016, we estimate that there is currently less than $1 million of revenue YTD from all of the initiatives combined.

 

In March, leadership spent $40 million in cash and stock to acquire B.S. (Broadsmart). In its first quarterly debut, B.S. did $3 million in revenue and $500,000 in EBITDA (management forecasted approximately $16 million revenue and $5 million in EBITDA for 2016).

 

Lastly, while churn has come down from 3% to 2.5% in the latest quarter, it is still considerably higher than our peers and unacceptable. In fact, at a target 1.8% churn, which we believe is attainable through “better execution,” our core business would actually be stable, given our TTM gross line additions. Our competitors, on average, are well below that. All of the above being stated, we believe CALL shares are significantly undervalued, and are below their intrinsic value. We believe, with “effective execution” on the right growth initiatives, as well as an equally important focus on capital allocation, significant upside exists for CALL shareholders. However, the “status quo” must cease, and “correct change” be implemented. We are immediately calling for two simple yet extremely important changes.

 

1.A $50 million stock buyback to be executed over the next three years (a conservative estimate of our projected free cash flow, exception being if our stock no longer trades at a significant discount to our peers)

 

2.Addition of two new board members with proven track records of delivering high returns for shareholders. The additional criteria for the new board members will be that they have telco/VoIP experience and will be engaged with and exercise active oversight of management, holding them accountable to our goals of growing and reinventing the company. The clear objectives will be to:

 

 

 

 

1.Ensure growth of app revenue

 

2.Bring in international revenue

 

3.Grow “Magicjack for Business” (small enterprise)

 

4.Grow B.S. (enterprise)

 

5.Reduce churn to below 1.8% and in-line with our peer average, through more effective renewals, (focus on auto renewal) and improved customer service

 

6.Foster a culture of innovation and creativity that is married to execution and results

 

While we know some of these objectives are not different from what management and the board have stated already, we insist upon new outside talent that can successfully aid in the acceleration of growth. Sadly, the current management team has been ineffective in yielding results.

 

We believe significant upside exists when our articulated game plan is executed upon along with a large share repurchase. For example, if CALL were to generate organic growth next year, with revenue growing 5-9% and EBITDA at a faster rate, we believe the market will “reprice CALL shares” at or near parity with VG. Our math is as follows:

 

Total revenue of $112.5 million in 2017:

 

$86 million consumer core

 

$2.5 million app revenue

 

$16 million B.S. revenue

 

$6 million Magicjack for Business

 

$2 million Other

 

We would anticipate EBITDA $30 million full year with EBITDA margins increasing in 2H 2017 as revenue grows. If our share count is reduced to 13 million by 2017 year-end (through stock buyback) and we trade at a 12x EBITDA (VG currently trades at 14.93x EBITDA) our stock would trade at $27.20 per share before adding back cash.

 

We believe that CALL has many dedicated, talented employees, and as such, we believe they should be rewarded and participate in the future success of the company with stock options. Not just top level management. To all of these above unnamed, unrecognized employees, we thank you!

 

In summary, we look forward to constructive conversations with the board and implementation of these changes and significant value creation for all employees and shareholders.

 

Sincerely,

 

/s/ David L. Kanen

 

David L. Kanen

President, Kanen Wealth Management, LLC