-----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, K1s5AObD+IJHW1f63FhJbtZrRXiUtS7dkzPoQAYYQW+AaxT1Xl7jaSUp+pJqo4J/ QYMn6AeBgtN9F1M2qQWOtw== 0001181431-06-017801.txt : 20060314 0001181431-06-017801.hdr.sgml : 20060314 20060314121423 ACCESSION NUMBER: 0001181431-06-017801 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060313 FILED AS OF DATE: 20060314 DATE AS OF CHANGE: 20060314 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NET2PHONE INC CENTRAL INDEX KEY: 0001086472 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223559037 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 9734383111 MAIL ADDRESS: STREET 1: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IDT CORP CENTRAL INDEX KEY: 0001005731 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26763 FILM NUMBER: 06684083 BUSINESS ADDRESS: STREET 1: 520 BROAD ST CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 973 438 1000 MAIL ADDRESS: STREET 1: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 4 1 rrd111081.xml FORM 4 - IDT CORP. X0202 4 2006-03-13 0 0001086472 NET2PHONE INC NTOP 0001005731 IDT CORP 520 BROAD STREET NEWARK NJ 07102 0 0 1 0 Common Stock, par value $0.01 per share 2006-03-13 4 P 0 13725478 2.05 A 78558742 I See Footnote Common Stock, par value $0.01 per share 1523798 D Represents 13,725,478 shares of common stock, par value $0.01 per share (the "Net2Phone Common Stock"), of Net2Phone, Inc. ("Net2Phone") acquired by NTOP Acquisition, Inc. ("NTOP Acquisition"), a wholly-owned subsidiary of the Reporting Person, pursuant to an Agreement and Plan of Merger by and among the Reporting Person, NTOP Acquisition and Net2Phone dated February 17, 2006. On March 13, 2006, the merger was consummated and NTOP Acquisition merged with and into Net2Phone, with Net2Phone remaining as the surviving corporation. Pursuant to the merger NTOP Acquisition acquired all of the issued and outstanding shares (the "Shares") of Net2Phone Common Stock and Class A common stock, par value $0.01 per share, of Net2Phone (the "Net2Phone Class A Common Stock") (except for Shares beneficially owned by IDT or as to which appraisal rights shall be perfected under Delaware law) and all of the Shares were cancelled. (Continued in Footnot e 2.) Each issued and outstanding share of common stock, par value $0.01 per share of NTOP Acquisition (the "TNOP Acquisition Common Stock") was cancelled and converted into and became one fully paid and nonassessable share of Net2Phone Common Stock. Since IDT owned 100 shares of NTOP Acquisition Common Stock prior to the merger, pursuant to the merger it became the owner of 100 shares of Net2Phone Common Stock. In addition, at the conclusion of market trading hours on March 13, 2006, the shares of Net2Phone Common Stock ceased trading on the Nasdaq National Market and, effective March 14, 2006, the registration of the shares of Net2Phone Common Stock under the Securities Exchange Act of 1934, as amended, was terminated. Represents 46,888,194 shares of Net2Phone Common Stock held by NTOP Acquisition, 1,250,000 shares of Net2Phone Common Stock held by IDT LMC-NTP Acquisition III, Inc. and 28,896,750 shares of Class A Common Stock held by NTOP Holdings, L.L.C. Each share of Class A Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration. The Reporting Person disclaims beneficial ownership of these shares and the inclusion of these shares in this statement shall not be deemed an admission that the Reporting Person beneficially owned these shares for purposes of Section 16 of the Securities Exchange Act or for any other purpose. (Continued in Footnote 4.) As noted in footnotes 1 & 2 above, pursuant to the merger all of the shares of Net2Phone Common Stock and Class A Common Stock were cancelled, the shares of Net2Phone Common Stock ceased trading on the Nasdaq National Market and, effective March 14, 2006, the registration of the shares of Net2Phone Common Stock under the Securities Exchange Act of 1934, as amended, was terminated. The Reporting Person beneficially owns all of the outstanding shares of capital stock of IDT LMC-NTP Acquisition III, Inc., and all of the membership interests in NTOP Holdings, L.L.C. are held by direct and indirect subsidiaries of the Reporting Person. Joyce J. Mason, by Power of Attorney 2006-03-14 -----END PRIVACY-ENHANCED MESSAGE-----