-----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, Q9GuhTd+C9th5BIaR0TpW9hSdJRSzXw20ouHvVxzcRBTebtLEQA8MkQkppE2Hrcs YXwt1wiJS6YYlnXkj8irJg== 0001047469-97-007800.txt : 19971216 0001047469-97-007800.hdr.sgml : 19971216 ACCESSION NUMBER: 0001047469-97-007800 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971215 EFFECTIVENESS DATE: 19971215 SROS: NASD 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: 333-42267 FILM NUMBER: 97738484 BUSINESS ADDRESS: STREET 1: 294 STATE 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 FORM S-8 Registration No. 333- As filed with the Securities and Exchange Commission on December 15, 1997 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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.) 294 State Street Hackensack, New Jersey 07601 ---------------------------------------------------------- (Address of Principal Executive Offices, Including Zip Code) Amended and Restated 1996 Stock Option and Incentive Plan of IDT Corporation --------------------------------------------------------------------------- (Full Title of the Plan) Howard S. Jonas Chairman and Chief Executive Officer IDT Corporation 294 State Street Hackensack, New Jersey 07601 (201) 928-1000 ------------------------------------------------------- (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Joyce S. Mason, Esq. General Counsel and Secretary IDT Corporation 294 State Street Hackensack, New Jersey 07601 (201) 928-1000 CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Aggregate Offering Registration to be Registered(1) Registered(1) Per Share Price(2) Fee - ------------------- ------------- ---------------- ------------------ ------------ Common Stock, 1,000,000 $21.25 $21,250,000 $6,269 par value $.01 per share
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Includes 1,000,000 shares to be registered under an amendment to the Registrant's Amended and Restated 1996 Stock Incentive Plan, 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 on the average of the high and low prices of the Common Stock on the Nasdaq National Market on December 11, 1997. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART II EXPLANATORY NOTE This Registration Statement is being filed to register the 1,000,000 additional shares of the Registrant's common stock that have been reserved for issuance under the Registrant's Amended and Restated 1996 Stock Option and Incentive Plan (the "Plan") pursuant to an amendment to the Plan that was authorized by the stockholders of the Company on December 11, 1997. 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, 1997, filed December 4, 1997; (b) The Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1997, filed December 15, 1997; (c) 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 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 Secretary, General Counsel and a Director of the Company and is the beneficial owner of 41,533 shares of Common Stock, including 40,200 shares of Common Stock issuable upon the exercise of options granted pursuant to the plans referred to in this Registration Statement. II-1 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 Amended and Restated 1996 Stock Option and Incentive Plan of IDT Corporation (incorporated by reference to Exhibit A of the Company's Proxy Statement on Schedule 14A, filed with the Commission on November 14, 1997). 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. 23.1 Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto). 23.2* Consent of Ernst & Young llp 24.1 Powers of Attorney (included in signature page) ------------------------- *Filed herewith. II-2 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 this 15th day of December, 1997. 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 Howard S. Balter, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for such person and in his 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 his 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 date indicated. Signature Titles Date --------- ------ ---- /s/ Howard S. Jonas - -------------------- Chairman and Chief Executive Officer December 15, 1997 Howard S. Jonas (Principal Executive Officer) /s/ James Courter - -------------------- President and Director (Principal December 15, 1997 James Courter Executive Officer) /s/ Howard S. Balter - -------------------- Chief Operating Officer and Director December 15, 1997 Howard S. Balter (Principal Financial Officer) /s/ Stephen R. Brown - -------------------- Chief Financial Officer (Principal December 15, 1997 Stephen R. Brown Accounting Officer) /s/ Marc E. Knoller - -------------------- Director December 15, 1997 Marc E. Knoller /s/ Joyce J. Mason - -------------------- Director December 15, 1997 Joyce J. Mason II-3 Signature Titles Date --------- ------ ---- - ------------------- Director December 15, 1997 Meyer A. Berman - ------------------- Director December 15, 1997 J. Warren Blaker - ------------------- Director December 15, 1997 James Mellor - ------------------- Director December 15, 1997 Elmo R. Zumwalt /s/ Hal Brecher - ------------------- Director December 15, 1997 Hal Brecher II-4 EX-5.1 2 EXHIBIT 5.1 LEGAL OPINION OF J.MASON EXHIBIT 5.1 December 12, 1997 IDT Corporation 294 State Street Hackensack, NJ 07601 Re: IDT Corporation--Registration Statement 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 1,000,000 shares of the Company's common stock, par value $.01 (the "Common Stock"), which will be issuable under the Company's 1996 Stock Option Incentive Plan (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 Plans, 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 ERNST & YOUNG EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference to the Registration Statement on Form S-8 of IDT Corporation ("IDT") for the registration of 1,000,000 shares of its common stock pertaining to the Amended and Restated 1996 Stock Option and Incentive Plan, of our report dated September 25, 1997, 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, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ------------------------ ERNST & YOUNG LLP New York, New York December 12, 1997 -----END PRIVACY-ENHANCED MESSAGE-----