-----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, Lm5JFn8FY0Yy42kkxgGDFeL74xncaB/EqVMHxVgRUf1aZSLEoXhnhZ5XRaTrigRF oVguGPUjIgeWlVbiNUwrjg== 0000950146-99-000372.txt : 19990302 0000950146-99-000372.hdr.sgml : 19990302 ACCESSION NUMBER: 0000950146-99-000372 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990301 EFFECTIVENESS DATE: 19990301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDT CORP CENTRAL INDEX KEY: 0001005731 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 223415036 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-73167 FILM NUMBER: 99554655 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 As filed with the Securities and Exchange Commission on March 1, 1999 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.) 190 Main Street Hackensack, New Jersey 07601 --------------------------------------------------------------- (Address of Principal Executive Offices, Including Zip Code) 1996 Stock Option and Incentive Plan, as Amended and Restated, of IDT Corporation - ------------------------------------------------------------------------------- (Full Title of the Plan) Howard S. Jonas Chairman and Chief Executive Officer IDT Corporation 190 Main Street Hackensack, New Jersey 07601 (201) 928-1000 ----------------------------------------------------------------- (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Joyce J. Mason, Esq. General Counsel and Secretary IDT Corporation 190 Main Street Hackensack, New Jersey 07601 (201) 928-1000
CALCULATION OF REGISTRATION FEE ===================================================================================================== Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered Offering Price Aggregate Offering Registration Per Share Price Fee ===================================================================================================== Common Stock, par value 1,500,000 $12.00(2) $18,000,000.00 $5,004.00 $.01 per share(1) =====================================================================================================
(1) Includes 1,500,000 shares reserved for issuance under the 1996 Stock Option and Incentive Plan, as Amended and Restated, plus such additional indeterminate number of shares of the Common Stock as may be issuable pursuant to certain antidilution adjustment provisions thereof. (2) Estimated pursuant to Rules 457 (c) and (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 National Market on February 25, 1999. =============================================================================== PART II EXPLANATORY NOTE This Registration Statement is being filed to register the 1,500,000 additional shares of the Registrant's common stock that have been reserved for issuance under the Registrant's 1996 Stock Option and Incentive Plan, as Amended and Restated (the "Plan") pursuant to an amendment to the Plan that was authorized by the stockholders of the Company on December 16, 1998. Except with respect to the Items set forth below, which include additional information, this Registration Statement incorporates by reference the contents of the Registrant's Registration Statement on Form S-8 (file no. 333-19727), filed with the Commission on January 14, 1997. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents By Reference The following documents filed with the Securities and Exchange Commission (the "Commission") by the registrant, IDT Corporation, a Delaware corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this registration statement. (a) The Company's Annual Report on Form 10-K/A for the fiscal year ended July 31, 1998, as amended; (b) The Company's Quarterly Report on Form 10-Q for the three months ended October 31, 1998, as amended; (c) The Company's Report on Form 8-K filed on May 21, 1998, as amended; and (d) The description of the common stock, par value $.01 per share (the "Common Stock"), of the Company set forth as Item 1 under the caption "Description of Securities" in the Company's Registration Statement on Form 8-A, dated March 5, 1996, filed pursuant to Section 12(g) of the Exchange Act and declared effective by the Commission on March 15, 1996, including any amendment or report filed for the purpose of updating such information. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or 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. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel II-1 Certain legal matters with respect to the Common Stock will be passed on by Joyce J. Mason, Esq. Ms. Mason is Secretary, General Counsel and a Director of the Company and is the beneficial owner of 100,700 shares of Common Stock, including 6,000 shares held by members of her immediate family and 85,200 shares issuable upon the exercise of employee stock options granted pursuant to the plans referred to in this Registration Statement. Item 6. Indemnification of Directors and Officers The Company's Certificate of Incorporation provides that, to the extent permitted by the Delaware General Corporation Law ("DGCL"), directors of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Section 102(7) of the DGCL, however, states that such a provision may not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Company of its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, relating to unlawful dividends, distributions or the repurchase or redemption of stock or (iv) for any transaction from which the director derives an improper personal benefit. The Company's By-Laws provide that the Company shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person against expenses (including attorney's fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with any threatened, pending or completed legal proceedings in which such person is involved by reason of the fact that he is or was a director, officer, employee or agent of the Company (or serving in any such capacity with another business organization at the request of the Company) if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was unlawful. If the legal proceeding, however, is by or in the right of the Company, such director, officer, employee or agent may not be indemnified in respect of any claim, issue or matter as to which he shall have been adjudged to be liable to the Company unless a court determines otherwise. Item 7. Exemption From Registration Claimed. Not Applicable. Item 8. Exhibits. 4.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.01 to the Registration Statement on Form S-1 of the Company (File No. 333-00204)). 4.2 By-Laws of the Company (incorporated by reference to Exhibit 3.02 to the Registration Statement on Form S-1 of the Company (File No. 333-00204)). 4.3 1996 Stock Option and Incentive Plan, as Amended and Restated, of IDT Corporation (incorporated by reference to Exhibit A of the Company's Proxy Statement on Schedule 14A, filed with the Commission on November 25, 1998. 4.4 Form of Stock Option Agreement under the Amended and Restated 1996 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 of the Company (File No. 333-18901)). *5.1 Legal Opinion of Joyce J. Mason, Esq. II-2 23.1 Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto). *23.2 Consent of Ernst & Young LLP *23.3 Consent of Amper, Politziner & Mattia P.A. 24.1 Powers of Attorney (included in Signature Pages) ----------------------------- * Filed herewith. Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) 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; (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, represents a fundamental change in the information set forth in the registration statement; and (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)(1)(i) and (a)(1)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) 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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing II-3 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 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 and will be governed by the final adjudication of such issue. II-4 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 Hackensack, State of New Jersey, on February 26, 1999. IDT CORPORATION By: /s/ Howard S. Jonas ---------------------------------- Howard S. Jonas Chairman and Chief Executive Officer 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 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 substitute or substitutes, may 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.
Signature Titles Date --------- ------ ---- /s/ Howard S. Jonas Chairman and Chief Executive Officer February 26, 1999 - ---------------------------- (Principal Executive Officer) Howard S. Jonas /s/ James A. Courter President and Director (Principal Executive February 26, 1999 - ---------------------------- Officer) James A. Courter /s/ Hal Brecher Chief Operating Officer and Director February 26, 1999 - ---------------------------- Hal Brecher /s/ Stephen R. Brown Chief Financial Officer (Principal Financial February 26, 1999 - ---------------------------- and Accounting Officer) Stephen R. Brown /s/ Marc E. Knoller Director February 26, 1999 - ---------------------------- Marc E. Knoller /s/ Joyce J. Mason Director February 26, 1999 - ---------------------------- Joyce J. Mason /s/ Howard S. Balter Director February 26, 1999 - ---------------------------- Howard S. Balter Director - ---------------------------- Meyer A. Berman /s/ J. Warren Blaker Director February 26, 1999 - ---------------------------- J. Warren Blaker /s/ Denis A. Bovin Director February 26, 1999 - ---------------------------- Denis A. Bovin /s/ James Mellor Director February 26, 1999 - ---------------------------- James Mellor /s/ Elmo R. Zumwalt, Jr. Director February 26, 1999 - ---------------------------- Elmo R. Zumwalt, Jr.
II-5 EX-5.1 2 EXHIBIT 5.1 February 26, 1999 IDT Corporation 190 Main Street Hackensack, New Jersey 07601 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 "Common Stock"), 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 of Common Stock under the Plan (the "Plan Shares") and such documents as I have deemed necessary to render this opinion. Based upon the foregoing, it is my opinion that the Plan Shares, when issued and outstanding pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable shares of Common Stock. I consent to the use of this Opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Joyce J. Mason ------------------------- Joyce J. Mason Secretary and General Counsel EX-23.2 3 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 September 28, 1998 with respect to the consolidated financial statements and schedule of IDT included in its Annual Report on Form 10-K/A for the year ended July 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP -------------------------- ERNST & YOUNG LLP New York, New York February 25, 1999 EX-23.3 4 EXHIBIT 23.3 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, as Amended and Restated, of our report dated April 28, 1998, with respect to the financial statements of InterExchange, Inc. and combined affiliates as of December 31, 1997, 1996, and 1995 and for the three years then ended, which is included in the Form 8-K/A filed by IDT on May 26, 1998. Amper, Politziner & Mattia P.A. Edison, New Jersey February 25, 1999 -----END PRIVACY-ENHANCED MESSAGE-----