-----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, GR1/9uSlSr/UiFpLcwHjk6ew8Umw1BoN/KPdNPYAH1EtB+KwDc37UcXVexIn8Chf 3A5xLVqxvZSV/eBg9Wt2iA== 0001193125-07-072228.txt : 20070402 0001193125-07-072228.hdr.sgml : 20070402 20070402163604 ACCESSION NUMBER: 0001193125-07-072228 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070328 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16371 FILM NUMBER: 07739589 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 8-K 1 d8k.htm FORM 8-K Form 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 28, 2007

 


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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 28, 2007, Marcelo Fischer resigned as Chief Financial Officer and Treasurer of IDT Corporation (the “Registrant”). Mr. Fischer’s resignation was accepted by the Board of Directors on March 29, 2007. Mr. Fischer will assume the role of Senior Vice President—Finance and will focus on accounting and internal reporting matters, assisting the Registrant in its ongoing commitment to financial discipline and to performing an ongoing analysis of its operations towards that end.

(c) On March 29, 2007, in connection with an anticipated restructuring, the Registrant’s Board of Directors elected Stephen R. Brown, 50, to succeed Mr. Fischer as Chief Financial Officer and Treasurer, effective immediately. Mr. Brown joined the Registrant as its Chief Financial Officer in May 1995, a position he held until May 2006, and served as a director of the Registrant from February 2000 through December 2006. From June 2002 through May 2006, Mr. Brown also served as the Treasurer of the Registrant. He served as Co-Chairman of the Board of IDT Entertainment from November 2003, and as President and Treasurer of that division from December 2002, until its sale in August 2006. Mr. Brown was a director of Net2Phone, Inc. from October 2001 to October 2004 and the Chief Financial Officer of IDT Spectrum from June 2005 to November 2005. From 1985 to May 1995, Mr. Brown operated his own public accounting practice. Mr. Brown received a B.A. in Economics from Yeshiva University and a B.B.A. in Business and Accounting from Baruch College.

There are no arrangements or understandings between Mr. Brown and any other person pursuant to which Mr. Brown was appointed Chief Financial Officer and Treasurer nor is there a family relationship between any director or executive officer and Mr. Brown. Mr. Brown has not entered into any related party transactions with the Registrant that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the March 29, 2007 press release relating to the above events is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.  

Document

99.1   Press Release of the Registrant, dated March 29, 2007.

 

2


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: April 2, 2007

 

3


EXHIBIT INDEX

 

Exhibit

Number

 

Document

99.1   Press Release of the Registrant, dated March 29, 2007.

 

4

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

IDT Corporation Appoints Stephen Brown Chief Financial Officer and Treasurer

NEWARK, N.J., March 29, 2007—IDT Corporation (NYSE: IDT, IDT.C) today announced that, effective immediately, Stephen R. Brown has been appointed Chief Financial Officer and Treasurer. Mr. Brown, who served as IDT’s Chief Financial Officer from 1995 through May 2006, will replace Marcelo Fischer, who succeeded Mr. Brown in that position last year. Mr. Brown left the CFO post in order to focus on the development of IDT Entertainment, and led that division during its growth and sale to affiliates of Liberty Media Corporation last year. Mr. Fischer will assume the role of Senior Vice President—Finance and will focus on accounting and internal reporting matters.

“Steve Brown has served IDT well as CFO and as Co-Chairman of IDT Entertainment. He has been a great resource to IDT and its shareholders and we look forward to having him back at our financial helm as CFO again,” said Howard Jonas, IDT’s Chairman and Founder. “I, also, want to thank Marcelo Fischer for his service and the financial insights he brought to our executive team. I look forward to continuing to work together with Marcelo.”

“Steve Brown has been with us since the beginning and was instrumental in creating significant value for our shareholders in developing and selling IDT Entertainment,” said Jim Courter, IDT’s CEO. “We welcome him back to the CFO position. Marcelo was able to step into the position with an absolutely smooth transition and become an excellent CFO.”

Besides his time as CFO and Treasurer, Mr. Brown has also served IDT and its affiliates in various other capacities. He served as a director of IDT from 2000 through 2006, as Co-Chairman of IDT Entertainment from inception through its sale, as a member of the board of directors of Net2Phone from October 2001 through October 2004, and, most recently, as Co-CEO of IDT Capital. Prior to joining IDT, Mr. Brown was a practicing CPA operating his own public accounting practice.

About IDT Corporation

IDT Corporation is an innovative and opportunity seeking multinational company with operations that span various industries. Through its Telecom subsidiary, IDT provides telecommunications services worldwide to the retail and wholesale markets. IDT’s Capital division incubates newer businesses, and the company’s Spectrum subsidiary holds its spectrum license assets.

IDT Telecom provides retail and wholesale telecommunications services and products, including pre-paid and rechargeable calling cards, consumer local, long distance, and wireless phone services, and wholesale carrier services. Under the Net2Phone brand name, the company also provides a range of voice over Internet protocol (VoIP) communications services.


IDT Capital’s operations include an Energy Services Company (ESCO) in New York State, receivables portfolio management and collection, ethnic food distribution, brochure distribution, and other initiatives.

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.

In this press release, all statements that are not purely about historical facts, including, but not limited to, those with the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent IDT’s current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors. These risks and uncertainties include, but are certainly not limited to the specific risks and uncertainties discussed in our reports filed with the SEC. All forward-looking statements and risk factors included in this document are made as of the date hereof, based on information available to IDT as of the date thereof, and IDT assumes no obligation to update any forward-looking statements or risk factors.

Contact:

Investor Contact

Ira Greenstein, 973-438-4012

President, IDT Corporation

or

Media Contact

Gil Nielsen, 973-438-3553

Vice President, IDT Corporate Communications

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