-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PfUIyBZNEJgojBcUA2zaMsipDdabSWfx+dVY5NacoVeXvOBTsE1LjK4MyEJXYg1M 4c25GmoTjWzFU7akfkhVOA== /in/edgar/work/20001102/0000950130-00-005756/0000950130-00-005756.txt : 20001106 0000950130-00-005756.hdr.sgml : 20001106 ACCESSION NUMBER: 0000950130-00-005756 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001102 EFFECTIVENESS DATE: 20001102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDT CORP CENTRAL INDEX KEY: 0001005731 STANDARD INDUSTRIAL CLASSIFICATION: [7373 ] IRS NUMBER: 223415036 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49150 FILM NUMBER: 751562 BUSINESS ADDRESS: STREET 1: 190 MAIN ST CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2019281000 MAIL ADDRESS: STREET 1: 294 STATE STREET CITY: HACKENSACK STATE: NJ ZIP: 07601 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on November 2, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDT CORPORATION ---------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 22-3415036 - ----------------------------- ---------------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 520 Broad Street Newark, New Jersey 07102 ---------------------------------------------------------------- (Address of Principal Executive Offices, Including Zip Code) IDT Corporation 1996 Stock Option and Incentive Plan, as Amended and Restated - -------------------------------------------------------------------------------- (Full Title of the Plan) Howard S. Jonas Chairman and Chief Executive Officer IDT Corporation 520 Broad Street Newark, New Jersey 07102 (973) 438-1000 ------------------------------------------------------------- (Name, Address and Telephone Number, Including Area Code, of Agent for Service) ----------- Copies to: Joyce J. Mason, Esq. General Counsel and Secretary IDT Corporation 520 Broad Street Newark, New Jersey 07102 (973) 438-1000
CALCULATION OF REGISTRATION FEE ==================================================================================================================== Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered (1) Offering Price Aggregate Offering Registration Per Share Price Fee ==================================================================================================================== Common Stock, par value $.01 per share 1,500,000 $31.8125 (2) $47,718,750 $12,597.75 ====================================================================================================================
(1) This Registration Statement shall also cover such additional indeterminate number of shares of the Registrant's Common Stock as may be issuable pursuant to the anti-dilution adjustment provisions of the Registrant's 1996 Stock Option and Incentive Plan, as Amended and Restated. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the Common Stock on the Nasdaq-Amex National Market on October 27, 2000. ================================================================================ EXPLANATORY NOTE The 1,500,000 shares covered by this Registration Statement represent additional shares of the Registrant's common stock, par value $0.01 per share (the "Common Stock"), that have been reserved for issuance from time to time under its 1996 Stock Option and Incentive Plan, as Amended and Restated, as a result of an amendment increasing the number of shares of Common Stock reserved for issuance thereunder from 3,300,000 to 4,800,000. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to General Instruction E to Form S-8, Part I is not filed as part of this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to General Instruction E to Form S-8, the contents of the Registrant's Form S-8 Registration Statement (File No. 333-19727) filed with the Securities and Exchange Commission on January 14, 1997 are incorporated by reference into this Registration Statement. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference 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 herein by reference modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 5. Interests of Named Experts and Counsel Certain legal matters with respect to the Common Stock will be passed on by Joyce J. Mason, Esq. Ms. Mason is a Senior Vice President, Secretary, General Counsel and a Director of the Company and is the beneficial owner of 105,440 shares of Common Stock, including 5,305 shares held by members of her immediate family and 90,200 shares issuable upon the exercise of employee stock options granted pursuant to the plans referred to in this Registration Statement. Item 8. Exhibits. Pursuant to General Instruction E to Form S-8, only the following exhibits are required:
Exhibit Number Description - -------------- ----------- 4.1 Certificate of Amendment to the Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit C of the Schedule 14C of the Company (File No. 000- 27898), filed on June 12, 2000. 5.1 Opinion of Joyce J. Mason, Esq. 23.1 Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto). 23.2 Consent of Ernst & Young LLP 24.1 Power of Attorney (included in the Signature Pages to this Registration Statement)
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 Newark, State of New Jersey, on October 30, 2000. IDT CORPORATION By: /s/ Howard S. Jonas ----------------------------------- Howard S. Jonas Chairman and Chief Executive Officer POWER OF ATTORNEY KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Howard S. Jonas and James A. Courter, and each of them, each with full power to act without the other, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or their or his or her substitute or substitutes, 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 indicated on this 30th day of October, 2000.
Signature Titles --------- ------ /s/ Howard S. Jonas Chairman and Chief Executive Officer - ------------------------------------------ (Principal Executive Officer) Howard S. Jonas /s/ James A. Courter Vice Chairman and President - ------------------------------------------ (Principal Executive Officer) James A. Courter /s/ Hal Brecher Chief Operating Officer and Director - ------------------------------------------ Hal Brecher /s/ Stephen R. Brown Chief Financial Officer and Director - ------------------------------------------ (Principal Financial and Accounting Officer) Stephen R. Brown /s/ Joyce J. Mason Director - ------------------------------------------ Joyce J. Mason /s/ Marc E. Knoller Director - ------------------------------------------ Marc E. Knoller /s/ Moshe Kaganoff Director - ------------------------------------------ Moshe Kaganoff
2 Signature Title --------- ----- /s/ Geoffrey Rochwarger Director - ------------------------------------------ Geoffrey Rochwarger /s/ Meyer A. Berman Director - ------------------------------------------ Meyer A. Berman /s/ J. Warren Blaker Director - ------------------------------------------ J. Warren Blaker /s/ Denis A. Bovin Director - ------------------------------------------ Denis A. Bovin /s/ Saul K. Fenster Director - ------------------------------------------ Saul K. Fenster /s/ William Arthur Owens Director - ------------------------------------------ William Arthur Owens /s/ William F. Weld Director - ------------------------------------------ William F. Weld 3 EXHIBIT INDEX
Exhibit No. Description Page No. - ----------- ----------- -------- 4.1 Certificate of Amendment to the Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit C of the Schedule 14C of the Company (File No. 000-27898), filed on June 12, 2000. 5.1 Legal Opinion of Joyce J. Mason, Esq. 5 23.1 Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto). 5 23.2 Consent of Ernst & Young LLP 6 24.1 Power of Attorney (included in the Signature Pages to this Registration Statement)
4 EX-5.1 2 0002.txt LEGAL OPINION OF JOYCE J. MASON, ESQ. EXHIBIT 5.1 October 30, 2000 IDT Corporation 520 Broad Street Newark, New Jersey 07102 Re: IDT Corporation--Registration Statement on Form S-8 --------------------------------------------------- Dear Ladies and Gentlemen: I am the Secretary and General Counsel of IDT Corporation (the "Company"), and as such I have been asked to render the following opinion in connection with the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "SEC") in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,500,000 shares of the Company's common stock, par value $.01 (the "Shares"), which will be issuable under the Company's 1996 Stock Option and Incentive Plan, as Amended and Restated (the "Plan"). As your counsel in connection with the Registration Statement, I have examined the proceedings taken by you in connection with the adoption of the Plan and the authorization of the issuance of the Shares and such other documents as I have deemed necessary to render this opinion. Based upon the foregoing, it is my opinion that the Shares, when issued and sold pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable shares of Common Stock. I consent to the filing of this Opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Joyce J. Mason ------------------------------------- Joyce J. Mason Secretary and General Counsel 5 EX-23.2 3 0003.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 of IDT Corporation ("IDT") for the registration of 1,500,000 shares of its common stock pertaining to the 1996 Stock Option and Incentive Plan of IDT, as Amended and Restated, of our report dated October 24, 2000 with respect to the consolidated financial statements and schedule of IDT included in its Annual Report on Form 10-K for the year ended July 31, 2000, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP New York, New York October 31, 2000 6 -----END PRIVACY-ENHANCED MESSAGE-----