Proposed offering of 1,500,000 ordinary shares

Bill Smith · Post by **Bill Smith** » Fri Dec 09, 2011 6:22 pm

Want to buy some new shares of magicJack VocalTec, Ltd.? In a form 6-K filed today with the SEC, the company announced a proposed offering of shares. See the link for more details:

http://sec.gov/Archives/edgar/data/1005 ... 110755.htm

Bill Smith · Post by **Bill Smith** » Mon Dec 12, 2011 12:50 pm

The "Preliminary Prospectus Summary" has now been posted. It contains a wealth of information about the company for those interested.

See: http://sec.gov/Archives/edgar/data/1005 ... _424b3.htm

redpepper · Post by **redpepper** » Mon Dec 12, 2011 1:08 pm

We estimate that the net proceeds from this offering, after deducting the underwriting discount and estimated expenses relating to this offering payable by us, will total approximately $ million. We will not receive any of the proceeds from the sale of ordinary shares by the selling shareholders. We plan to use the net proceeds of this offering for additional advertising and general corporate purposes, which may include working capital, capital expenditures, other corporate expenses and acquisitions of complementary products, technologies or businesses. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. As a result our management will have broad discretion to allocate the net proceeds of the offerings.

Unless I missed something very subtle, it appears somebody intentionally forgot to fill in the blank of how much will approximately be left after "expenses" have been plundered out of the cash register. Perhaps that is why it is still called preliminary...

The former head of Tigerjet, Y.W. Sing, who really developed the MJ device is also dumping a bunch of his shares rather than hold onto them...

Bill Smith · Post by **Bill Smith** » Mon Dec 12, 2011 1:23 pm

You missed nothing since leaving out these amounts is typical in a preliminary prospectus. Until the offered shares are priced, the underwriter and the company don't know what these amounts will be.

nailgunner · Post by **nailgunner** » Mon Dec 12, 2011 2:57 pm

Bill Smith wrote: It contains a wealth of information about the company

It sure does. Found this on page 13 in the Prospectus section regarding changing their accountants:

"The reports of KFG&K on our financial statements for the fiscal years ending December 31, 2008 and December 31, 2009 did contain a statement indicating substantial doubt about our ability to continue as a going concern because of our ongoing losses from operations"

Can't imagine things were much rosier in 2010. That audit report should be around somewhere. It probably does explain why they need more money, but I sure wouldn't invest in a company with a fairly recent "going concern" audit report.

Bill Smith · Post by **Bill Smith** » Mon Dec 19, 2011 12:33 pm

They are not going to offer additional shares after all. From a new SEC filing:

"Due to pricing and dilution concerns, magicJack VocalTec has cancelled its anticipated underwritten offering."

The company "announced today that the company has sold over 365,000 magicJack PLUS devices in the last 30 days".

Source: http://sec.gov/Archives/edgar/data/1005 ... 110781.htm

nailgunner · Post by **nailgunner** » Mon Dec 19, 2011 2:21 pm

Bill Smith wrote:They are not going to offer additional shares after all. From a new SEC filing:

"Due to pricing and dilution concerns, magicJack VocalTec has cancelled its anticipated underwritten offering."

The company "announced today that the company has sold over 365,000 magicJack PLUS devices in the last 30 days".

Source: http://sec.gov/Archives/edgar/data/1005 ... 110781.htm

Looks like they are still doing their 2 for 1 stock split. You just have to LOVE Dan's nonsense statements though. To quote from the filing:

"I am also looking forward to all our shareholders receiving double the amount of shares they presently hold beginning next week."

Since the market price will be adjusted accordingly and the share price should be approximately 1/2 what it was before the split, this is more selling of snake oil since the shareholder's overall value won't change. So what is he looking forward to? Being able to tell his friends he owns a lot more shares now? This is no different than taking a 3 year old's dollar bill and tearing it in half and telling him he now has 2. Absolutely amazing to me that he would put that juvenile a quote in a SEC filing.

Edit: I would assume he is sitting in his office right now regretting that they didn't do a 3 for 1 split so that he could be looking forward to his shareholders receiving TRIPLE their amount of shares.

cell14 · Post by **cell14** » Tue Dec 20, 2011 1:25 pm

I would assume he is sitting in his office right now regretting that they didn't do a 3 for 1 split so that he could be looking forward to his shareholders receiving TRIPLE their amount of shares.

Will he ever change?