8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2006

IDT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-16371	22-3415036
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

520 Broad Street Newark, New Jersey	07102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 438-1000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 13, 2006 (the “Effective Time”), NTOP Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary (“Merger Sub”) of IDT Corporation, a Delaware corporation (the “Registrant”), merged with and into Net2Phone, Inc., a Delaware corporation (“Net2Phone” and, such merger, the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub ceased, and Net2Phone remained as the surviving corporation (“Surviving Corporation”). In the Merger, Merger Sub acquired all of the outstanding shares (the “Shares”) of the common stock, par value $0.01 per share (the “Net2Phone Common Stock”), and the Class A common stock, par value $0.01 per share, of Net2Phone (other than Shares already beneficially owned by IDT), and all such Shares were immediately cancelled. As of the Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub has been cancelled and converted into, and has become, one fully paid and nonassessable share of common stock, par value $0.01 per share (“Surviving Corporation Common Stock”), of Surviving Corporation. As a result of the Merger, IDT now beneficially owns all of the issued and outstanding shares of Surviving Corporation Common Stock.

At the Effective Time, the certificate of incorporation and bylaws of Merger Sub became the certificate of incorporation and bylaws, respectively, of Surviving Corporation. Also at the Effective Time, Net2Phone’s transfer agent closed the books of Net2Phone and, effective as of the close of market trading hours on March 13, 2006, the shares of Net2Phone Common Stock were de-listed from trading on the Nasdaq Stock Market. In addition, on March 13, 2006, Net2Phone filed a Form 15 with the Securities and Exchange Commission terminating the registration of the Net2Phone Common Stock and suspending Net2Phone’s duty to file reports under the Securities Exchange Act of 1934, as amended.

A copy of the press release issued by the Registrant on March 13, 2006 announcing the Merger is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Document
Exhibit 99.1	Press Release issued by the Registrant, dated March 13, 2006.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IDT CORPORATION
By:	/s/ JAMES A. COURTER
Name:	James A. Courter
Title:	Chief Executive Officer

Dated: March 13, 2006

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by the Registrant, dated March 13, 2006.

EX-99.1

Exhibit 99.1

CONTACT:

Gil Nielsen

IDT Corporate Communications

973-438-3553

IDT ANNOUNCES COMPLETION OF ACQUISITION OF NET2PHONE

NEWARK, NJ — March 13, 2006 — IDT Corporation (NYSE: IDT, IDT.C) today announced that its wholly-owned subsidiary, NTOP Acquisition, Inc., has merged with and into Net2Phone, Inc., a leading Voice over IP (VoIP) enabler for service providers. Net2Phone, Inc. is now a wholly-owned subsidiary of IDT.

On Friday, March 10, 2006, Net2Phone stockholders consented to the adoption of the merger agreement and the approval of the merger following a consent solicitation by Net2Phone. As of March 3, 2006, the record date for the consent solicitation, IDT beneficially owned approximately 82.5% of the outstanding equity of Net2Phone and approximately 87.2% of the outstanding voting power of Net2Phone. IDT provided its consent with respect to all of its Net2Phone shares.

The merger was completed pursuant to the Agreement and Plan of Merger previously entered into among IDT, NTOP Acquisition and Net2Phone. The remaining stockholders of Net2Phone will receive the same consideration of $2.05 per share in cash as was received by the Net2Phone stockholders who tendered in the offer. As result of the merger, shares of Net2Phone capital stock are no longer publicly traded.

About IDT

IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for the Company’s initiatives in brochure distribution, retail energy and new technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers.

IDT Corporation’s Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols IDT and IDT.C respectively.

About Net2Phone

Net2Phone provides VoIP PacketCable, SIP and wireless solutions around the world. As a leader in turn-key hosted VoIP telephony services, Net2Phone has routed billions of VoIP minutes globally, servicing more than 100,000 users in the US as well as hundreds of thousands of more overseas. Net2Phone provides partners with a SIP-based broadband telephony solution, calling cards, prefix dialing and enterprise services in over 100 countries. Net2Phone’s PacketCable platform provides cable operators with the ability to deliver a high quality primary line-type service with features such as emergency calling. For more information about Net2Phone’s products and services, please visit www.net2phone.com.