-----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, K/8yCM8TfLgwkfUebO0+KERMsEld1ytClEOdm/PgHTrI7WvjLgwZsCunwn41Ak98 lgp3xpsdbROtU4zRVCHpDg== 0001125282-02-002860.txt : 20021008 0001125282-02-002860.hdr.sgml : 20021008 20021008163848 ACCESSION NUMBER: 0001125282-02-002860 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021008 EFFECTIVENESS DATE: 20021008 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDT CORP CENTRAL INDEX KEY: 0001005731 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223415036 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-100424 FILM NUMBER: 02784301 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 b320647_s8.txt REGISTRATION FORM S-8 As filed with the Securities and Exchange Commission on October 8, 2002 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 (I.R.S. Employer Incorporation) Identification No.) 520 Broad Street Newark, New Jersey 07102 (973) 438-1000 ---------------------------------------------------- (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 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 ==================================================================================================================================== Proposed Maximum Proposed Maximum Amount of Amount to be Offering Price Aggregate Offering Registration Title of Securities to be Registered Registered(1) Per Share Price Fee ==================================================================================================================================== Class B Common Stock, par value $.01 per share 3,000,000 $ 15.425 (2) $ 46,275,000 $ 4,257.30
(1) This Registration Statement shall also cover such additional indeterminate number of shares of the Registrant's Class B 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 (the "Plan"). (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 shares of Class B Common Stock on the New York Stock Exchange on October 3, 2002. EXPLANATORY NOTE The 3,000,000 shares covered by this Registration Statement represent additional shares of Class B Common Stock that were reserved for issuance from time to time under the Plan as a result of an amendment increasing the aggregate number of shares of Class B Common Stock by 3,000,000. 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 Senior Vice President, Secretary, General Counsel and a director of the Company and is the beneficial owner of 88,970 shares of Common Stock and 204,470 shares of Class B Common Stock, including 4,640 shares of Common Stock and 9,215 shares of Class B Common Stock held by members of her immediate family and 73,950 shares of Common Stock and 183,350 shares of Class B Common Stock issuable upon the exercise of employee stock options exercisable within 60 days (as adjusted to reflect the Class B Common Stock dividend effected in May 2001). Item 8. Exhibits. Pursuant to General Instruction E to Form S-8, only the following exhibits are required:
Exhibit Number Description -------------- ----------- 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. 23.3 Consent of Grant Thornton 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, as amended, 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 4, 2002. IDT CORPORATION By: /s/ James A. Courter ------------------------------------------- James A. Courter Vice 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, as amended, this registration statement has been signed by the following persons in the capacities indicated on this 4th day of October, 2002.
Signature Titles --------- ------ /s/ Howard S. Jonas Chairman - -------------------------------------------------------- Howard S. Jonas /s/ James A. Courter Vice Chairman and Chief Executive Officer - -------------------------------------------------------- (Principal Executive Officer) James A. Courter /s/ Michael Fischberger - -------------------------------------------------------- Chief Operating Officer and Director Michael Fischberger /s/ Stephen R. Brown Chief Financial Officer and Director - -------------------------------------------------------- (Principal Financial Officer) Stephen R. Brown /s/ Marcelo Fischer Chief Accounting Officer and Controller - -------------------------------------------------------- (Principal Accounting Officer) Marcelo Fischer /s/ Joyce J. Mason - -------------------------------------------------------- Joyce J. Mason Director /s/ Marc E. Knoller - -------------------------------------------------------- Marc E. Knoller Director /s/ Moshe Kaganoff - -------------------------------------------------------- Moshe Kaganoff Director /s/ Geoffrey Rochwarger - -------------------------------------------------------- Geoffrey Rochwarger Director /s/ Meyer A. Berman - -------------------------------------------------------- Meyer A. Berman Director
Signature Titles --------- ------ /s/ J. Warren Blaker - -------------------------------------------------------- J. Warren Blaker Director /s/ Michael J. Levitt - -------------------------------------------------------- Michael J. Levitt Director /s/ Saul K. Fenster - -------------------------------------------------------- Saul K. Fenster Director /s/ William Arthur Owens - -------------------------------------------------------- William Arthur Owens Director /s/ William F. Weld - -------------------------------------------------------- William F. Weld Director /s/ Paul Reichmann - -------------------------------------------------------- Paul Reichmann Director
EXHIBIT INDEX
Exhibit Number Description -------------- ----------- 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. 23.3 Consent of Grant Thornton LLP. 24.1 Power of Attorney (included in the Signature Pages to this Registration Statement).
EX-5.1 3 b320647_ex5-1.txt LEGAL OPINION OF JOYCE J. MASON, ESQ. EXHIBIT 5.1 October 4, 2002 IDT Corporation 520 Broad Street Newark, New Jersey 07102 Re: IDT Corporation--Registration Statement on Form S-8 --------------------------------------------------- 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 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 3,000,000 shares of the Company's Class B common stock, par value $.01 per share (the "Class B Common Stock"), which are 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 Class B Common Stock under the Plan and such other documents as I have deemed necessary to render this opinion. Based upon the foregoing, it is my opinion that the shares of Class B Common Stock to be offered pursuant to the Registration Statement, when issued and sold pursuant to the terms of the Plan or Option Agreements, as applicable, will be validly issued, fully paid and nonassessable shares. I hereby 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 EX-23.2 4 b320647_ex23-2.txt CONSENT OF ERNST YOUNG 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 3,000,000 shares of its Class B Common Stock pertaining to the 1996 Stock Option and Incentive Plan of IDT, as Amended and Restated, of our report dated October 23, 2001, 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, 2001, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP New York, New York October 2, 2002 EX-23.3 5 b320647_ex23-3.txt CONSENT OF GRANT THORNTON LLP. EXHIBIT 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated May 28, 2002 (except for Notes B-6 and H, as to which the date is July 28, 2002), accompanying the statement of assets acquired and liabilities assumed and the related statement of revenue and direct operating expenses of the domestic operating assets previously used by Winstar Communications, Inc. and certain of its subsidiaries and acquired by IDT Corporation to operate a competitive local exchange carrier in multiple jurisdictions using fixed wireless technology, as of December 31, 2000 and for the year then ended included in the current report on Form 8-K/A of IDT Corporation dated December 19, 2001 filed with the Securities and Exchange Commission on August 28, 2002, which is incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference in the Registration Statement of the aforementioned report. /s/ GRANT THORNTON LLP New York, New York October 4, 2002 -----END PRIVACY-ENHANCED MESSAGE-----