-----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, ICmpAhdv6xrh05wp7p6+KuZ0sOB7OsN39wgUPdRb8p3lcg7wvPe0O0yWw5R+0iUu xCta88zXH2oj82BKyJbWXg== 0001047469-98-002556.txt : 19980130 0001047469-98-002556.hdr.sgml : 19980130 ACCESSION NUMBER: 0001047469-98-002556 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-43501 FILED AS OF DATE: 19980129 EFFECTIVENESS DATE: 19980129 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-3MEF SEC ACT: SEC FILE NUMBER: 333-45199 FILM NUMBER: 98517017 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-3MEF 1 S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1998 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- IDT CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 22-3415036 (State or Other Jurisdiction of (I.R.S. Employer Identification Incorporation or Organization) Number)
-------------------------- 190 MAIN STREET HACKENSACK, NEW JERSEY 07601 (201) 928-1000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ------------------------------ HOWARD S. JONAS CHAIRMAN, CHIEF EXECUTIVE OFFICER AND TREASURER IDT CORPORATION 190 MAIN STREET HACKENSACK, NEW JERSEY 07601 (201) 928-1000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ------------------------------ COPIES TO: IRA A. GREENSTEIN, ESQ. JOYCE MASON, ESQ. ROBERT W. SMITH, JR., ESQ. MORRISON & FOERSTER LLP GENERAL COUNSEL PIPER & MARBURY L.L.P. 1290 AVENUE OF THE AMERICAS IDT CORPORATION 36 SOUTH CHARLES STREET NEW YORK, NEW YORK 10104-0050 190 MAIN STREET BALTIMORE, MARYLAND 21201 (212) 468-8000 HACKENSACK, NEW JERSEY 07601 (410) 539-2530 (201) 928-1000
------------------------------ Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-43501 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -------------------------- CALCULATION OF REGISTRATION FEE CHART
NUMBER OF PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF SHARES TO BE OFFERING PRICE AGGREGATE OFFERING SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE Common Stock, par value $.01 per share 503,750 $24.875(1) $12,530,781 TITLE OF EACH CLASS OF AMOUNT OF SECURITIES TO BE REGISTERED REGISTRATION FEE Common Stock, par value $.01 per share $3,697(2)
(1) Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457 promulgated under the Securities Act of 1933. (2) 4,815,000 shares were previously registered under Registration Statement No. 333-43501, in connection with which the Registrant paid aggregate filing fees of $28,158. ------------------------------ THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The information set forth in (i) the Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission (File No. 333-43501) pursuant to the Securities Act of 1933, as amended, and (ii) the related Prospectus filed under Rule 424(b)(4), is incorporated by reference herein. 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-3 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 January 29, 1998. IDT CORPORATION BY: /S/ HOWARD S. BALTER ----------------------------------------- Howard S. Balter CHIEF OPERATING OFFICER 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 TITLE DATE - ------------------------------ --------------------------- ------------------- Chairman and Chief * Executive Officer - ---------------------------- (Principal Executive January 29, 1998 Howard S. Jonas Officer) * President and Director - ---------------------------- (Principal Executive January 29, 1998 James Courter Officer) /s/ HOWARD S. BALTER Chief Operating Officer and - ---------------------------- Director (Principal January 29, 1998 Howard S. Balter Financial Officer) * Chief Financial Officer - ---------------------------- (Principal Accounting January 29, 1998 Stephen R. Brown Officer) * Director - ---------------------------- January 29, 1998 Marc E. Knoller * Director - ---------------------------- January 29, 1998 Joyce J. Mason Director - ---------------------------- Meyer A. Berman Director - ---------------------------- J. Warren Blaker Director - ---------------------------- James Mellor Director - ---------------------------- Elmo R. Zumwalt * Director - ---------------------------- January 29, 1998 Hal Brecher /s/ HOWARD S. BALTER - ---------------------------- * By Howard S. Balter, as Attorney-in-fact
EXHIBIT NUMBER EXHIBIT TABLE - ----------- -------------------------------------------------------------------------------------------------------- 5.1 Opinion of Morrison & Foerster LLP 23.1 Consent of Ernst & Young LLP 23.2 Consent of Morrison & Foerster LLP (included in Exhibit 5.1) 24.1* Power of Attorney
- ------------------------ * Incorporated by reference to Registration Statement on Form S-3 (File No. 333-43501). EX-5.01 2 OPINION OF MORRISON & FOERSTER Exhibit 5.01 [LETTERHEAD OF MORRISON & FOERSTER LLP] January 29, 1998 IDT Corporation 190 Main Street Hackensack, New Jersey 07601 Re: Registration Statement on Form S-3 (File No. 333- ) Dear Ladies and Gentlemen: At your request, we have examined the Registration Statement (the "Registration Statement") on Form S-3 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), filed by IDT Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission relating to the registration under the Securities Act of 503,750 shares of the Company's common stock, par value $.01 per share (the "Stock"). The Registration Statement includes (i) up to 478,750 authorized but unissued shares being offered by the Company and (ii) up to 25,000 shares being offered by a stockholder of the Company (the "Selling Stockholder") upon conversion of 25,000 shares of the Company's Class A Stock presently held by him. The Stock will be sold to certain underwriters for resale to the public. As counsel to the Company, we have examined the proceedings taken and proposed to be taken by the Company in connection with the proposed issuance and sale by the Company of the Stock and the sale of Stock by the Selling Stockholder. We have also examined (i) the Registration Statement and (ii) the Registration Statement on Form S-3 (File No. 333-43501) filed by the Company on December 30, 1997, Amendment No. 1 thereto filed on January 6, 1998, and Amendment No. 2 thereto filed on January 28, 1998. We are of the opinion that (a) the shares of Stock to be offered and sold by the Company have been duly authorized and, when issued and sold by the Company in the manner described in the Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, will be validly issued, fully paid and nonassessable and (b) the shares of Stock to be offered and sold by the Selling Stockholder have been duly authorized and, upon the conversion of 25,000 shares of the Company's Class A Stock currently held by him in accordance with the Company's Restated Certificate of Incorporation, will be validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Morrison & Foerster LLP Morrison & Foerster LLP EX-23.01 3 CONSENT OF ERNST & YOUNG Exhibit 23.01 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333- ) of IDT Corporation for the registration of 503,750 shares of common stock of our report dated September 25, 1997, with respect to the consolidated financial statements and schedule of IDT Corporation included in its Annual Report (Form 10-K), as amended, 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 January 28, 1998 -----END PRIVACY-ENHANCED MESSAGE-----