UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 20-F [_] 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, 2007 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 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 _____________ For the transition period from ________ to ________ 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) ELI GENDLER, PHONE: 972-9-9703888, FACSIMILE: 972-9-9558175 ADDRESS: 60 MEDINAT HAYEHUDIM STREET, HERZLIYA 46140, ISRAEL (Name, Telephone, Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: NONE. 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, 2007 7,376,364 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 Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: [X] U.S. GAAP [_] International Financial Reporting Standards as issued by the International Accounting Standards Board [_] Other If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. [_] Item 17 [_] 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 AMENDMENT NO. 1 TO FORM 20-F This amendment No. 1 to the registrant's annual report on Form 20-F for the year ended December 31, 2007 is filed with the Securities and Exchange Commission (the "Commission") in order to correct certain technical errors in Exhibit 14 that was filed with the Commission on July 15, 2008 as part of the registrant's original Form 20-F. The consent of Kost Forer Gabbay & Kasierer, an affiliate of Ernst & Young Global, Independent Auditors, which was filed as Exhibit 14 to the original Form 20-F, is hereby replaced by the consent attached to this amendment. Except for such amendment, the original Form 20-F remains unchanged. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned thereunto duly authorized. By /s/ Joseph Albagli --------------------- Joseph Albagli Chief Executive Officer Dated: July 23, 2008 EXHIBIT LIST Exhibit 14 to Form 20-F