Attachment Answer to Q 9 10 11

This document pretains to ITC-T/C-20100806-00322 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010080600322_833780

YMax Communications Corp.
Notification of a Pro Forma Transfer of Control


                                          Attachment

Answer to Question 9

Description of Application

       This application serves to notify the Commission of the pro forma transfer of control of

YMax Communications Corp. (“YMax Communications”) resulting from a merger involving

YMax Communications’ parent company. Specifically, YMax Corporation (“YMax”), which

has a 100 ownership interest in YMax Communications, has merged with a subsidiary of

VocalTec Communications Ltd. (“VocalTec”) with YMax surviving as a wholly-owned

subsidiary of VocalTec. Pre-merger shareholders of YMax hold, post-consummation, 90% of

the shares outstanding of VocalTec; four of the seven Directors of VocalTec were, pre-merger,

Directors of YMax; and the CEO and CFO of VocalTec were, pre-merger, the CEO and CFO of

YMax. YMax Communications holds an International 214 Authorization to provide global or

limited global facilities-based and global or limited global resale services, ITC-214-20050614-

00222. The transaction was consummated on July 16, 2010.

Answer to Question 10

Responses to Sections 63.18(c) and (d)

Section 63.18(c):

Correspondence concerning the application should be directed to:

for YMax and YMax Communications:

Daniel Borislow
CEO & President
5700 Georgia Avenue
West Palm Beach, Florida 33405
(561) 586-3380 (Tel.)
(561) 586-2328 (Fax)


and their counsel:

Richard M. Firestone
Arnold & Porter LLP
555 Twelfth Street, N.W.
Washington D.C. 20004
(202) 942-5820 (Tel.)
(202) 942-5999 (Fax)
richard.firestone@aporter.com

for VocalTec:

Daniel Borislow
CEO & President
5700 Georgia Avenue
West Palm Beach, Florida 33405
(561) 586-3380 (Tel.)
(561) 586-2328 (Fax)

and its counsel:

Richard M. Firestone
Arnold & Porter LLP
555 Twelfth Street, N.W.
Washington D.C. 20004
(202) 942-5820 (Tel.)
(202) 942-5999 (Fax)
richard.firestone@aporter.com

Section 63.18(d)

       The applicant, YMax Communications, has received authority under Section 214 of the

Communications Act of 1934, as amended (the “Act”) to provide global or limited global

facilities-based and global or limited global resale services (FCC File No. ITC-214-20050614-

00222).

Answer to Question 11

       The name, address, citizenship and principal business of any person or entity that directly

or indirectly owns at least 10 percent of the equity of the transferee, VocalTec, and the

percentage of equity owned by each of those entities are:

                                                -2-


        The following individuals hold a ten percent (10%) or greater, direct or indirect, interest

in VocalTec:

        Name:                  Daniel Borislow
        Address:               5700 Georgia Avenue
                               West Palm Beach, Florida 33405
        Citizenship:           U.S.
        Principal Business:    Individual
        Interest:              24.1% Voting and Equity of VocalTec

Answer to Question 13

        On July 16, 2010, a pro forma transfer of control was effectuated with the merger of

VocalTec Merger Sub Inc., a Delaware corporation and wholly owned-subsidiary of VocalTec, a

company organized under the laws of the State of Israel, with and into YMax, a Delaware

corporation, with YMax continuing as the surviving entity. Prior to the pro forma transaction,

YMax was the direct parent company to several companies, including YMax Communications.

After the merger, YMax became a wholly-owned subsidiary of VocalTec. In the pro forma

transaction, YMax shareholders received ordinary shares of VocalTec and remain in control of

the merged entity. Pre-merger shareholders of YMax hold, post-consummation, 90% of the

shares outstanding of VocalTec; four of the seven Directors of VocalTec were, pre-merger,

Directors of YMax; and the CEO and CFO of VocalTec were, pre-merger, the CEO and CFO of

YMax.

        Further, the pro forma transfer of control of YMax Communications will serve the public

interest, convenience and necessity by allowing YMax to structure its business and operations in

a manner it deems the most efficient. In addition, the combination of patents and technology in

the combined entity creates a much stronger company and enables it to achieve cost reductions

through different synergies.




                                                -3-


       YMax Communications is authorized pursuant to Section 214 of the Act to provide

global or limited global facilities-based and global or limited global resale telecommunications

services between the United States and all authorized international points. See File No. ITC-214-

20050614-00222.




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Document Created: 2010-08-06 11:07:15
Document Modified: 2010-08-06 11:07:15

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