Securities Registration: Employee Benefit Plan (s-8)
17 Décembre 2012 - 12:02PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange Commission on December 14, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Dialogic Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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94-32409691
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1504 McCarthy Boulevard
Milpitas, CA 95035
(408) 750-9400
(Address of Principal Executive Offices including Zip Code)
2006 Employee Stock Purchase Plan
2006 Equity Incentive Plan
(Full title of the plans)
Kevin Cook
Chief Executive Officer
1504 McCarthy Boulevard
Milpitas, CA 95035
(408) 750-9400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Anthony Housefather, Esq.
EVP Corporate Affairs and General Counsel
Dialogic Inc.
1504 McCarthy Boulevard
Milpitas, CA 95035
(408)
750-9400
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James F. Fulton, Jr., Esq.
Cooley LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA
(650) 843-5000
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Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price (4)
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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30,000 shares(2)
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$1.40(4)
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$42,000.00(4)
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$5.73
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Common Stock, par value $0.001 per share
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571,809 shares(3)
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$1.64(5)
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$937,766.76(5)
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$127.92
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TOTAL
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601,809 shares
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$979,766.76
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$133.65
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares
of the Registrants Common Stock that become issuable under the plan being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the
Registrants receipt of consideration that increases the number of outstanding shares of the Registrants Common Stock.
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(2)
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Represents the number of shares added to the 2006 Employee Stock Purchase Plan (the 2006 ESPP) pursuant to a provision that provides for automatic annual
increases to the 2006 ESPP, as adjusted for a 5-for-1 reverse stock split effected on September 14, 2012.
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(3)
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Represents 251,809 shares added to the 2006 Equity Incentive Plan (the 2006 EIP) in 2012 pursuant to a provision that provides for automatic annual
increases to the 2006 EIP and 320,00 shares approved by the Companys stockholders at the 2012 annual meeting of stockholders, as adjusted for a 5-for-1 reverse stock split effected on September 14, 2012.
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(4)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The
offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrants Common Stock as reported on the NASDAQ Global Market on December 12, 2012, in accordance with Rule 457(c)
of the Securities Act, multiplied by 85.0%, which is the percentage of the trading price applicable to purchases under the 2006 Employee Stock Purchase Plan.
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(5)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The
offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrants Common Stock as reported on the NASDAQ Global Market on December 12, 2012, in accordance with Rule 457(c)
of the Securities Act.
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EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference:
(a)
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Registration Statement No. 333-142117 on Form S-8, filed with the U.S. Securities and Exchange Commission (the Commission) on April 13, 2007,
relating to the 2006 EIP, for which a registration fee was paid with the filing of such Registration Statement;
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(b)
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Registration Statement No. 333-156273 on Form S-8, filed with the Commission on December 18, 2008, relating to the 2006 EIP, for which a registration fee was
paid with the filing of such Registration Statement; and
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(c)
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Registration Statement No. 333-163909 on Form S-8, filed with the Commission on December 22, 2009, relating to the 2006 EIP, for which a registration fee was
paid with the filing of such Registration Statement;
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(d)
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Registration Statement No. 333-170005 on Form S-8, filed with the Commission on October 18, 2010, relating to the 2006 EIP, for which a registration fee was
paid with the filing of such Registration Statement; and
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(e)
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Registration Statement No. 333-163909 on Form S-8, filed with the Commission on May 13, 2011, relating to the 2006 EIP, for which a registration fee was paid
with the filing of such Registration Statement.
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PART I
Not filed as part of this Registration Statement pursuant to the instructions to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this registration statement, Dialogic Inc. is sometimes referred to as Registrant, we, us or our.
Item 3.
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Incorporation of Documents by Reference.
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The Commission allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this registration statement, and later information filed with the Commission will update and supersede this information. We hereby incorporate by reference into this Registration
Statement the following documents previously filed with the Commission:
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(a)
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Our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Commission on April 30, 2012;
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(b)
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Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012, filed with the Commission on
May 15, 2012, August 13, 2012 and November 14, 2012, respectively;
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(c)
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Our Current Reports on Form 8-K filed with the Commission on January 6, 2012, February 6, 2012, March 5, 2012, March 28,
2012, April 13, 2012, May 11, 2012, June 5, 2012, June 11, 2012, July 2, 2012, August 10, 2012, August 31, 2012, September 14, 2012, October 3, 2012 and
November 13, 2012; and
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(d)
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The description of our Common Stock, which is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), in our
registration statement on Form 8-A, filed with the Commission on April 2, 2007, including any amendments or reports filed for the purpose of updating such description.
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All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to the registration statement which indicates that all securities offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of such documents. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not
deemed filed with the Commission or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.
For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification of Directors and Officers.
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The Registrants amended and restated certificate of incorporation contains provisions permitted under Delaware law relating to the liability of directors. These provisions eliminate a
directors personal liability for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving wrongful acts, such as:
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any breach of the directors duty of loyalty;
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acts or omissions which involve a lack of good faith, intentional misconduct or a knowing violation of the law;
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payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law; or
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any transaction from which the director derives an improper personal benefit.
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These provisions do not limit or eliminate the registrants rights or any stockholders rights to seek non-monetary relief,
such as an injunction or rescission, in the event of a breach of directors fiduciary duty. These provisions will not alter a directors liability under federal securities laws.
As permitted by Section 145 of the Delaware General Corporation Law, the Registrants amended and restated bylaws require the
registrant to indemnify its directors and executive officers to the fullest extent permitted under Delaware law. The registrant may limit the extent of such indemnification by individual contracts with its directors and executive officers. Further,
the Registrant may decline to indemnify any director or executive officer in connection with any proceeding initiated by such person or any proceeding by such person against the Registrant or its directors, officers, employees or other agents,
unless such indemnification is expressly required to be made by law or the proceeding was authorized by the registrants board of directors.
The Registrant has entered into indemnity agreements with each of its current and former directors and certain of its executive officers to give these directors and officers additional contractual
assurances regarding the scope of the indemnification set forth in the Registrants amended and restated certificate of incorporation and bylaws and to provide additional procedural protections.
The Registrant has the power to indemnify its other officers, employees and other agents, as permitted by Delaware law, but the
registrant is not required to do so.
The Registrant maintains a directors and officers insurance and Registrant
reimbursement policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses the Registrant for those losses for which the registrant has
lawfully indemnified the directors and officers. The policy contains various exclusions.
The Registration Rights Agreement,
dated October 1, 2010, by and among the Registrant and certain former shareholders of Dialogic Corporation, a British Columbia company, and the Amended and Restated Registration Rights Agreements dated March 22, 2012 and April 11,
2012 by and among the Registrant and the investors signatory thereto provide for cross-indemnification in connection with the registration of the Registrants Common Stock.
Item 7.
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Exemption from Registration Claimed.
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Not applicable.
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Exhibit Number
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Exhibits
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3.1(1)
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Amended and Restated Certificate of Incorporation of the Registrant.
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3.2(2)
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Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant.
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3.3(2)
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Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant.
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3.4(3)
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Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant.
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3.5(4)
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Amended and Restated Bylaws of the Registrant.
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3.6(5)
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Amendment to the Amended and Restated Bylaws of the Registrant.
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4.1
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Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4 and 3.6 above.
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4.2(6)
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Specimen stock certificate.
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4.3(7)
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Registration Rights Agreement, dated October 1, 2010, by and among the Registrant and the parties listed on Exhibit A thereto.
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4.4(8)
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Amended and Restated Registration Rights Agreement, dated March 22, 2012, by and among Dialogic Inc. and the investors signatory thereto.
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4.5(9)
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Registration Rights Agreement, dated April 11, 2012, by and among Dialogic Inc. and the investors signatory thereto.
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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23.3
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Consent of Cooley LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page).
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99.1(10)
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2006 Equity Incentive Plan, as amended.
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99.2(11)
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Forms of 2006 Equity Incentive Plan agreements.
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99.3(12)
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2006 Employee Stock Purchase Plan, as amended.
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Keys to Exhibits:
(1)
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Incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-138121), filed with the SEC on
January 22, 2007.
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(2)
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Incorporated by reference to the like-numbered exhibits to the Registrants Current Report on Form 8-K (File No. 001-33391), filed with the SEC on
October 6, 2010.
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(3)
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Incorporated by reference to the like-numbered exhibit to the Registrants Registration Statement on Form S-1, as amended (File No. 333-138121), filed with
the SEC on October 20, 2006.
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(4)
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Incorporated by reference to Exhibit 3.4 to the Registrants Current Report on Form 8-K (File No. 001-33391), filed with the SEC on October 6, 2010.
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(5)
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Incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K (File No. 001-33391), filed with the SEC on September 14, 2012.
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(6)
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Incorporated by reference to the like-numbered exhibit to the Registrants Registration Statement on Form S-1/A (File No. 333-138121), filed with the SEC on
March 30, 2007.
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(7)
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Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 001-33391), filed with the SEC on October 6, 2010.
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(8)
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Incorporated by reference to Exhibit 4.3 to the Registrants Annual Report on Form 10-K (File No. 001-33391), filed with the SEC on April 16, 2012.
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(9)
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Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 001-33391), filed with the SEC on April 13, 2012.
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(10)
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Incorporated by reference to Exhibit 10.3 to the Registrants Annual Report on Form 10-K (File No. 001-33391), filed with the SEC on April 16, 2012.
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(11)
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Incorporated by reference to Exhibit 10.16 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-138121), filed with the SEC on
October 20, 2006.
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(12)
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Incorporated by reference to Exhibit 10.5 to the Registrants Annual Report on Form 10-K (File No. 001-33391) , filed with the SEC on April 16, 2012.
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1.
The undersigned registrant hereby undertakes:
(a)
To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the effective registration statement.
(iii)
To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however
, that paragraphs (a)(i) and (a)(ii) of this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b)
That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)
To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
2.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plans annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
3.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of San Jose, State of California, on this 14th day of December 2012.
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D
IALOGIC
I
NC
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By:
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/s/ KEVIN COOK
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Kevin Cook
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kevin Cook and John Hanson as their true and lawful attorneys-in-fact and agents, with
full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
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/s/ KEVIN COOK
Kevin Cook
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Chief Executive Officer
(Principal Executive Officer)
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December 14, 2012
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/s/ JOHN HANSON
John Hanson
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Chief Financial Officer
(Principal Financial Officer and Principal
Accounting
Officer)
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December 14, 2012
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/s/ PATRICK S. JONES
Patrick S. Jones
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Director
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December 14, 2012
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/s/ NICK JENSEN
Nick Jensen
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Director
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December 14, 2012
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/s/ NICHOLAS DEROMA
Nicholas DeRoma
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Director
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December 14, 2012
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/s/ RICHARD PIASENTIN
Richard Piasentin
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Director
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December 14, 2012
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/s/ DION JOANNOU
Dion Joannou
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Director
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December 14, 2012
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/s/ RAJNEESH VIG
Rajneesh Vig
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Director
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December 14, 2012
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/s/ W. MICHAEL WEST
W. Michael West
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Director
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December 14, 2012
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EXHIBIT INDEX
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Exhibit Number
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Exhibits
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3.1(1)
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Amended and Restated Certificate of Incorporation of the Registrant.
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3.2(2)
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Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant.
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3.3(2)
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Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant.
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3.4(3)
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Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant
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3.5(4)
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Amended and Restated Bylaws of the Registrant.
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3.6(5)
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Amendment to the Amended and Restated Bylaws of the Registrant.
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4.1
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Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4 and 3.6 above.
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4.2(6)
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Specimen stock certificate.
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4.3(7)
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Registration Rights Agreement, dated October 1, 2010, by and among the Registrant and the parties listed on Exhibit A thereto.
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4.4(8)
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Amended and Restated Registration Rights Agreement, dated March 22, 2012, by and among Dialogic Inc. and the investors signatory thereto.
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4.5(9)
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Amended and Restated Registration Rights Agreement, dated April 11, 2012, by and among Dialogic Inc. and the investors signatory thereto.
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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23.3
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Consent of Cooley LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page).
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99.1(10)
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2006 Equity Incentive Plan, as amended.
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99.2(11)
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Forms of 2006 Equity Incentive Plan agreements.
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99.3(12)
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2006 Employee Stock Purchase Plan, as amended.
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Keys to Exhibits:
(1)
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Incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-138121), filed with the SEC on
January 22, 2007.
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(2)
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Incorporated by reference to the like-numbered exhibits to the Registrants Current Report on Form 8-K (File No. 001-33391), filed with the SEC on
October 6, 2010.
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(3)
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Incorporated by reference to the like-numbered exhibit to the Registrants Registration Statement on Form S-1, as amended (File No. 333-138121), filed with
the SEC on October 20, 2006.
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(4)
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Incorporated by reference to Exhibit 3.4 to the Registrants Current Report on Form 8-K (File No. 001-33391), filed with the SEC on October 6, 2010.
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(5)
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Incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K (File No. 001-33391), filed with the SEC on September 14, 2012.
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(6)
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Incorporated by reference to the like-numbered exhibit to the Registrants Registration Statement on Form S-1/A (File No. 333-138121), filed with the SEC on
March 30, 2007.
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(7)
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Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 001-33391), filed with the SEC on October 6, 2010.
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(8)
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Incorporated by reference to Exhibit 4.3 to the Registrants Annual Report on Form 10-K (File No. 001-33391), filed with the SEC on April 16, 2012.
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(9)
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Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 001-33391), filed with the SEC on April 13, 2012.
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(10)
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Incorporated by reference to Exhibit 10.3 to the Registrants Annual Report on Form 10-K (File No. 001-33391), filed with the SEC on April 16, 2012.
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(11)
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Incorporated by reference to Exhibit 10.16 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-138121), filed with the SEC on
October 20, 2006.
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(12)
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Incorporated by reference to Exhibit 10.5 to the Registrants Annual Report on Form 10-K (File No. 001-33391), filed with the SEC on April 16, 2012.
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