UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
AMENDMENT NO. 1
[_] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
OR
[_] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report _____________
Commission file number: 2-0-27648
VOCALTEC COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter and
translation into English)
STATE OF ISRAEL
(Jurisdiction of incorporation or organization)
60 MEDINAT HAYEHUDIM STREET
HERZLIYA 46140
ISRAEL
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
NONE.
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
ORDINARY SHARES, PAR VALUE OF NIS 0.13
Title of each class
Securities for which there are a reporting obligation pursuant to Section 15(d)
of the Act:
NONE.
The number of outstanding shares of each of the issuer's classes of capital or
common stock as of December 31, 2005
4,661,627 ORDINARY SHARES, PAR VALUE NIS 0.13 PER SHARE
Indicate by check mark if the registrant is a well known seasoned issuer, as
defined in Rule 405 of the Securities Act.
[_] Yes [X] No
If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
[_] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety (90) days.
[X] Yes [_] No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
[_] Large accelerate filer [_] Accelerate filer [X] Non-accelerated filer
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Indicate by check mark which financial statement item the registrant has elected
to follow.
[_] Item 17 [X] Item 18
If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in rule 12b-2 of the Exchange Act)
[_] Yes [X] No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
[_] Yes [_] No
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EXPLANATORY NOTE
VocalTec Communications Ltd. (the "Company") is filing this Form 20-F/A to amend
certain information set forth in its Annual Report on Form 20-F for the year
ended December 31, 2005, which was filed with the US Securities and Exchange
Commission on April 21, 2006 (the "Original Report"), as follows:
1. The balance sheet data included in Item 3A of the Original Report
provided inadvertently that the accumulated deficit of the Company as of
December 31, 2005 was $49,546,000. As set forth in the Company's balance sheet
as of December 31, 2005, included in the Company's consolidated audited
financial statements included in Item 18 of the Original Report, the accumulated
deficit of the Company as of December 31, 2005 was $66,952,000.
2. The last sentence under the header "TAXES ON INCOME, TAX REFUNDS AND TAX
BENEFITS" on page 52 of the Original Report is replaced by "In 2005 we recorded
a tax benefit of one of our foreign subsidiaries in the amount of $19,000."
3. Item 16C of the Original Report is replaced with the following:
"ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Our audit committee pre-approval policies and procedures for audit and non-audit
services are referred to in Exhibit 4.1(f) to this annual report.
The auditors of VocalTec received the following fees for audit and audit-related
services in 2004 and 2005 (in thousands of U.S. dollars):
Year Ended December 31,
------------------------------------
2004 2005
--------------- -------------
Services rendered Fees Percentages Fees Percentages
----------------- ----- --- --- ---
Audit (1) 41.7 30% 70 64%
Audit-related (2) 9.5 7% 0 0%
Tax (3) 66.3 47% 32 29%
Other (4) 23.2 16% 8 7%
Total 140.7 100% 110 100%
(1) Audit fees consist of services that would normally be provided in connection
with statutory and regulatory filings or engagements, including services that
generally only the independent accountant can reasonably provide.
(2) Audit-related fees relate to assurance and associated services that
traditionally are performed by the independent auditor, including: accounting
consultation and consultation concerning financial accounting and reporting
standards.
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(3) Tax fees relate to tax compliance, planning and advice.
(4) Other fees relate to consulting services.
All of the services referred to in clauses (2), (3) and (4) above were approved
by the audit committee of VocalTec.
During 2004 and 2005 Tdsoft paid its accountants an aggregate of $11,000 and
$108,000, respectively. Since Tdsoft was a private-held company, it was not
required under Israeli law to have an audit committee."
4. The first paragraph under "Property, Plants and Equipment" on Page 40 of
the Original Report is replaced with "Our headquarters are located in Herzliya
Pituach, Israel and occupy 21,500 square feet pursuant to a lease expiring on
April 2007. We currently pay total yearly rental and management fees of
approximately $256,000. These facilities are used for management, marketing,
sales, research and development and production."
5. The first paragraph under "Compensation of Directors and Executive
Officers" on Page 67 of the Original Report is replaced with "The aggregate
compensation paid to VocalTec's and Tdsoft's directors and executive officers as
a group (prior to the business combination) during the fiscal year ended
December 31, 2005 was approximately $1.76 million and $0.23 million,
respectively, in salaries, directors' fees and bonuses. The aggregate
compensation paid to the directors and executive officers as a group of the
combined company during the fiscal year ended December 31, 2005 was
approximately $30,000."
6. The first paragraph under "Export Sales" on Page 74 of the Original
Report is replaced with "Export sales of Tdsoft (prior to the business
combination) in 2005 were $3.3 million or 85% of sales compared with export
sales in 2004 which were $2.8 million or almost 68% of sales, and with $2.6
million or 67% of sales in 2003."
Except for the foregoing, the Company is not amending any other information
set forth in the Original Report.
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F/A and it has duly caused and authorized the undersigned to sign
this amendment to annual report on its behalf.
By: /s/ Joseph Albagli
----------------------
Joseph Albagli
Chief Executive Officer
Date: May 16, 2006
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EXHIBITS
12. Certifications of CEO and CFO of VocalTec Communications Ltd. required
by Rule 13a-14(a) (17 CFR 240.13a - 14(a)) or Rule 15d-14(a) (17 CFR 240.15d -
14(a)).
13. Certifications of CEO and CFO of VocalTec Communications Ltd. required
by Rule 13a-14(b) (17 CFR 240.13a - 14(b)) or Rule 15d-14(b) (17 CFR 240.15d -
14(b)).
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