Vonage customers may have recourse from IPO-WSJ

Posts: 192 · Vonage Forum Master Joined: Oct 08, 2004 Posts: 192

NEW YORK, June 2 (Reuters) - Some customers of Internet telephone service provider Vonage Holdings Corp. (VG.N: Quote, Profile, Research) who bought shares in the initial public offering last week may have grounds to seek damages or require the company to buy back shares at their IPO price, a newspaper said on Friday.

The grounds would be based on technical errors in a highly unusual offer called a "directed-share program" that allowed about 9,000 to 10,000 Vonage customers take part in the May 24 IPO, The Wall Street Journal said.

In its prospectus filed with the Securities and Exchange Commission, Vonage said an active hyperlink to the prospectus was missing in its initial e-mail to prospective participants in the Vonage Customer Directed Share Program.

As a result, Vonage said it is possible that it could be determined that the e-mail and the first page of a Web site about the IPO, vonageipo.com, could be determined to be an "illegal offer" in violation of securities laws.

Recipients could seek to recover damages or seek to require Vonage to repurchase shares at the IPO price, the Journal said.

Vonage shares debuted at $17 per share, and have since declined more than 30 percent, closing Thursday at $11.63.

The errors could complicate Vonage's efforts to hold customers to buying the shares, the Journal said. But it isn't clear that customers would succeed in arguing that the errors were significant enough to force Vonage to compensate investors, it said.

Posts: 66 · Full Forum Member Joined: May 25, 2006 Posts: 66

Whenever you have a financial disaster you'll have a legal fight, whether or not there's any merit in the argument.

Posts: 13 · Vonage Forum Associate Joined: Jan 17, 2006 Posts: 13

Errors Could Complicate
Vonage Efforts to Collect on IPO
By SHAWN YOUNG
June 2, 2006 1:30 a.m.

Vonage Holdings Corp. said in a Securities and Exchange Commission filing that technical errors in its program to make shares in its initial public offering available to customers could give some of those who bought shares through the program grounds to seek damages, or require the company to buy back their shares at the IPO price.

Vonage, which provides Internet-based phone service, set aside 4.2 million shares for some of its customers to buy at the IPO price of $17. About 9,000 to 10,000 customers participated in the highly unusual offer, called a directed-share program. Some companies set aside small batches of stock in such programs for "friends and family," but offers that extend to consumers are very rare, experts said. When Vonage's stock plunged as soon as it started trading, some participants in the program said they want to cancel their purchases. On Thursday, Vonage shares fell 39 cents in 4 p.m. New York Stock Exchange Composite trading to $11.63.

Vonage, based in Holmdel, N.J., had informed customers about the IPO program in voicemails, emails and letters. In a filing made before the IPO, Vonage identified errors in the way customers were notified that "could be determined to be an illegal offer in violation of Section 5 of the Securities Act, in which case recipients could seek to recover damages or seek to require us to repurchase their shares at the IPO price."

Vonage said its first email to customers and the first Web page it directed customers to for more information didn't contain an active link to the prospectus. In addition, the company said a voice message it sent to customers provided a website address with a link to the prospectus but did not provide the name and address of a person who could provide potential investors with a prospectus. Providing the Web site address could be viewed as exceeding the information the company is allowed to provide, the filing said, while failure to include the name and address of a person could mean the voicemail would be grounds for buyers to seek redress, the filing said.

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http://online.wsj.com/article/SB114922391790669648.html