Updates to prospectus

Posts: 10 · Vonage Forum Associate Joined: Mar 08, 2005 Posts: 10

Anyone see any gotchas in the revised prospectus posted at www.vonageipo.com? Seems pretty benign.

Posts: 243 · Vonage Forum Master Joined: Jan 18, 2004 Posts: 243

just that they forgot to include the link to the S1 in the voicemail and possibly some other media. As they stated they do not feel that any legal action can be taken against them being that in order to gain access to the DSP website the user must signify that they've read the prospectus.

Posts: 75 · Vonage Forum Senior Joined: Apr 26, 2006 Posts: 75

If anyone wants to read exactly what was changed, I used this tool:
http://www.freedownloadscenter.com/Utilities/Misc__Utilities/Compare_PDF.html

Most changes were somewhat cosmetic, changed things from future tense to past tense when dates had passed, etc, some corrections.

The big change was adding the following to the DSP section:
Our initial email communication to prospective participants in the Vonage Customer Directed Share Program and the first page of the website identified above (from which a reader could access a detailed ‘‘frequently asked questions’’ section about the Vonage Customer Directed Share Program) did not include an active hyperlink to the prospectus contained in our most recently filed registration statement relating to this offering as required pursuant to Rule 433 under the Securities Act. The email communication and the information on the first page of the website therefore might be viewed as not having been preceded or accompanied by a prospectus meeting the requirements of the Securities Act.

In addition, our initial voicemail communication to prospective Vonage Customer Directed Share Program participants, which communication may contain only limited information pursuant to Rule 134 under the Securities Act, included the Internet address at which prospective participants could obtain additional information about the Vonage Customer Directed Share Program, including a copy of the prospectus contained in our most recently filed registration statement relating to this offering. However, the voicemail did not include the name and address of a person from whom such a prospectus could be obtained. The inclusion of the Internet address in the voicemail might be viewed as incorporating into the voicemail information that is beyond the scope permissible under Rule 134. In addition, the omission of the name and address of a contact person might be viewed as noncompliance with that Rule.

We believe we would have meritorious defenses to any legal actions based on claims of alleged defects in the email, website or voicemail. The website through which the Vonage Customer Directed Share Program is being conducted requires each prospective investor to open an electronic copy of a prospectus meeting the requirements of the Securities Act prior to making a conditional offer to purchase shares of our common stock. It is, therefore, impossible for someone to place an order (or to open an account to do so) in the Vonage Customer Directed Share Program without first having received a copy of the required prospectus. As a result, we believe that the risks to us relating to any such potential claims are not significant.