UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 

 
Date of Report (Date of earliest event reported): November 16, 2018 (November 14, 2018)
 

MAGICJACK VOCALTEC LTD.
(Exact name of registrant as specified in its charter)
 
 
Israel
000-27648
98-1045505
(State or other Jurisdiction
of Incorporation or Organization)
(Commission File Number)
 
(IRS Employer Identification No.)
 
12 HAOMANUT STREET, 2nd FLOOR
POLEG INDUSTRIAL AREA, NETANYA, ISRAEL 42504
(Address of principal executive offices, including zip code)

Telephone: (561) 749-2255
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
 

Item 7.01
Regulation FD Disclosure.
On November 14, 2018, magicJack VocalTec Ltd. (the "Company") and B. Riley Financial, Inc. ("B. Riley") issued a joint press release announcing the completion of the merger of the Company and B. R. Acquisition Ltd., a wholly owned subsidiary of B. Riley ("Merger Sub"). Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and an indirect wholly owned subsidiary of B. Riley.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Joint Press Release, dated  November 14, 2018, issued by magicJack VocalTec Ltd. and B. Riley Financial, Inc.
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
By:
/s/ Thomas Fuller
 
 
 
Name: Thomas Fuller
 
 
 
Title: Executive Vice President
and Chief Financial Officer
 
 
Date: November 16, 2018

 
Exhibit Index

Exhibit No.
Description




 
Exhibit 99.1
 
B. Riley Financial Completes Acquisition of magicJack VocalTec

LOS ANGELES, CA and WEST PALM BEACH, Fla. And NETANYA, Israel – November 14, 2018 – B. Riley Financial, Inc. ("B. Riley")(NASDAQ: RILY), a diversified provider of financial and advisory services, and magicJack VocalTec Ltd. ("magicJack")(NASDAQ: CALL), a leading Voice over IP (VoIP) cloud-based communications company, today announced that B. Riley has completed its previously announced acquisition of magicJack. As of November 14, 2018, shares of magicJack halted trading on NASDAQ.

For more information, visit the investor relations website for B. Riley Financial at ir.brileyfin.com and for magicJack at www.vocaltec.com.

About magicJack VocalTec Ltd.
magicJack VocalTec Ltd., is a cloud-based Voice over IP technology and services communications provider.

About B. Riley Financial, Inc. (NASDAQ:RILY)
B. Riley Financial provides collaborative financial services and solutions tailored to fit the capital raising and financial advisory needs of public and private companies and high net worth individuals. The company operates through several wholly-owned subsidiaries, including B. Riley FBR, a full-service investment bank and institutional brokerage; Great American Group, a leading provider of asset disposition, appraisal, corporate advisory and valuation services; GlassRatner, a specialty financial advisory services and consulting firm; B. Riley Wealth Management, B. Riley Asset Management and B. Riley Alternatives, which offer investment management to institutional and high net worth investors; Great American Capital Partners, which originates and underwrites senior secured loans for asset-rich companies; and B. Riley Principal Investments, which invests in or acquires companies and assets with attractive return profiles.
 
Investor Contact
Investor Relations
ir@brileyfin.com
(310) 966-1444
Media Contact
Jo Anne McCusker
jmccusker@brileyfin.com
(646) 885-5425