SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25 SEC FILE NUMBER
CUSIP NUMBER
NOTIFICATION OF LATE FILING
(CHECK ONE): [_] Form 10-K [X] Form 20-F [_] Form 11-K [_] Form 10-Q [_] Form
10-D [_] Form N-SAR [_] Form N-CSR
For Period Ended: December 31, 2007
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
[_] For the Transition Period Ended
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
PART I - REGISTRANT INFORMATION
VocalTec Communications Ltd.
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Full Name of Registrant
N/A
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Former Name if Applicable
60 Medinat Hayehudim Street
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Address of Principal Executive Office (STREET AND NUMBER)
Herzliya 46140, Israel
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City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth
[X] calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Qorsubject
distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant has not yet finalized its financial statements for the year ended
December 31, 2007 and the Registrant's auditors have not yet had an opportunity
to complete their review of the audited financial statements.
The Registrant currently intends to file such financial statements on or before
the fifteenth calendar day following the prescribed due date of the Registrant's
Form 20-F.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Eli Gendler (972) 9-9703888
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
Yes [X] No [_]
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
Yes [X] No [_]
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
On May 27, 2008, the Registrant announced that (i) it had determined that
no vendor specific objective evidence (as described and discussed in
Statement of Position (SOP) 97-2, "Software Revenue Recognition") of the
fair market value existed for various elements of the Registrant's bundled
software solutions and associated post-contract support services during the
fiscal year ended December 31, 2007, (ii) the changes to the Registrant's
revenue recognition implementation have resulted in the deferral of a
substantial amount of revenue from 2007 to 2008 and (iii) such changes are
expected to impact only the timing of recognition of revenue by the
Registrant, and not the validity of the underlying transactions or cash
flows. As a result, the Registrant expects revenues for the year ended
December 31, 2007 to be significantly lower than the Registrant's revenues
for the year ended December 31, 2006.
In addition, due to the Registrant's losses for the year ended December 31,
2007 and the fact that as of December 31, 2007, the market capitalization
of the Registrant's shares was lower than the Registrant's shareholders'
equity as of such date, the Registrant is in the process of performing a
long lived assets impairment test required under SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets", and a goodwill
impairment test required under SFAS No. 142, "Goodwill and Other Intangible
Assets". As a result, the Registrant expects its operating expenses for the
year ended December 31, 2007 to be significantly higher than for the year
ended December 31, 2006.
As a result of the foregoing, the Registrant expects its loss for the year
ended December 31, 2007 to be significantly higher than for the year ended
December 31, 2006.
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VOCALTEC COMMUNICATIONS LTD.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: June 30, 2008 By: /s/ Joseph Albagli
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Joseph Albagli
Chief Executive Officer
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