VG » Topics » Item 5. Other Information

This excerpt taken from the VG 10-K filed Mar 3, 2009.

ITEM 9B. Other
Information

None.

 



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Table of Contents


 


PART III

 

 

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SIZE="5">ITEM 10. Directors, Executive Officers and Corporate Governance

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:3%" ALIGN="justify">The discussion under the heading “Proposal No. 1 – Election of Directors,” “Section 16(a) Beneficial Ownership Reporting
Compliance,” “Director Nomination Process” and “Corporate Governance – Board Committees – Audit Committee” in our Proxy Statement for the 2009 Annual Meeting of Stockholders and in “Executive Officers and
Directors of the Registrant” in Part I of this Annual Report on the Form 10-K is hereby incorporated by reference.

We have
adopted a Vonage Code of Conduct applicable to all our officers and employees and a Vonage Finance Code of Ethics applicable to our chief financial officer and other
employees in our finance organization. The
Vonage Code of Conduct and Vonage Finance Code of Ethics are posted in the Investor Relations section of our website, www.vonage.com. We will provide you with print copies of our codes free of charge on written request to Vonage Investor
Relations, 23 Main Street, Holmdel NJ, 07733. We intend to disclose any amendments to, or waivers from, provisions of our codes that apply to our principal executive officer, principal financial officer, principal accounting officer or controller,
or any person performing in similar functions, on our website promptly following the date of such amendment or waiver.

 

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This excerpt taken from the VG 10-Q filed Nov 10, 2008.

Item 5.    Other Information

On November 6, 2008, Vonage Holdings Corp. (the “Company”) announced its financial results for the quarter ended September 30, 2008. The full text of a press release issued in connection with the announcement was furnished as Exhibit 99.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2008. This information was released after the Company’s management and independent registered public accountants participated in a discussion of the Company’s quarter-end financial statements with the audit committee of its board of directors. As explained in more detail below, after the release of preliminary financial information and based upon discussions with its independent registered public accountants in connection with finalizing this Form 10-Q, the Company has subsequently made a determination that causes certain amounts reported in the November 6, 2008 press release to be different from amounts reported in the Form 10-Q.

Since November 6, 2008, the Company determined to categorize $8,601 of debt related costs paid in connection with the Company’s recently completed refinancing as cash used in financing operations rather than cash used in operations. These adjustments had the effect of changing the Company’s net cash provided by (used in) operating activities from $(26,524) to $(17,923) for the three months ended September 30, 2008 and from $(2,430) to $6,171 for the nine months ended September 30, 2008. Net cash provided by (used in) financing activities changed from $(245) to $(8,846) for the three months ended September 30, 2008 and from $(633) to $(9,234) for the nine months ended September 30, 2008.

This excerpt taken from the VG 10-Q filed May 12, 2008.

Item 5. Other Information

On May 8, 2008, Vonage entered into a Master Services Agreement with Covad Communications Company (“Covad”) pursuant to which Vonage will purchase DSL services from Covad for resale to Vonage’s customers under its brand name and trademarks. Vonage has committed to pay to Covad an aggregate of not less than (i) $500 in the period from May 8, 2008 to August 7, 2009, (ii) $1,000 in the period from August 8, 2009 to August 7, 2010 and (iii) $3,200 in the period from August 8, 2010 to August 7, 2011. To the extent that payment levels in a commitment period are more than the minimum commitment, such excess amounts will be credited towards the minimum commitment in future commitment periods. Subject to customary rights of termination, the initial term of the agreement expires on August 7, 2011 and thereafter continues month-to-month until terminated upon prior notice.

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