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): August 23, 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 August 23, 2007, Stephen R. Brown resigned as Chief Financial Officer and Treasurer of IDT Corporation (the “Registrant”). Mr. Brown’s resignation, which will be effective on August 27, 2007, was accepted by the Board of Directors on August 23, 2007. Mr. Brown will continue to serve as Chairman of IDT Carmel and be actively involved in the development and operation of various businesses within the Registrant and its subsidiaries.

On August 23, 2007, Marc E. Knoller and Marc J. Oppenheimer resigned as directors of the Registrant. Mr. Knoller’s and Mr. Oppenheimer’s resignation were accepted by the Board of Directors on August 23, 2007. Mr. Knoller will continue to serve as Executive Vice President of the Registrant.

(c) On August 23, 2007, the Registrant’s Board of Directors elected Marc J. Oppenheimer, 50, as Executive Vice President, Chief Financial Officer and Treasurer, effective August 27, 2007. Mr. Oppenheimer served as the Lead Independent Director of the Registrant’s Board of Directors from December 2006 until August 23, 2007 and the financial expert of the Audit Committee of the Registrant’s Board of Directors from April of 2006 until August 23, 2007. Mr. Oppenheimer has been a director of the Registrant since April 2006 and has served on either the Company’s or its subsidiaries’ boards since December 2002. Mr. Oppenheimer has been President of Octagon Associates, Inc., a merchant banking and financial/strategic advisory firm, since 1994. From 2004 through mid-2006, he was Executive Vice President of Kenmar Global Investment Management, Inc., and a Managing Director of Kenmar-Nihon Venture Capital, LLC. Kenmar is a global asset management firm which, during his tenure, managed $2.4 billion in assets. Mr. Oppenheimer was the President and Chief Executive Officer of Crystallex International Corporation, a publicly-traded international natural resources company primarily focused in South America, from February 1995 to September 2003 and served as its Vice Chairman from September 2003 to May 2004. He started his financial career as a Credit Officer at The Chase Manhattan Bank, N.A. specializing in international lending and commodity financing. Mr. Oppenheimer also served as the Director of Trade and Merchant Banking for Midlantic National Bank, an institution with assets of $29 billion. Mr. Oppenheimer currently serves on the Boards of Directors of Crystallex International Corporation (AMEX: KRY) and Vitacost.com. Mr. Oppenheimer has a B.S. with Honors in Management and Industrial Relations from New York University as well as an M.B.A. with Honors in Finance from New York University.

In connection with Mr. Oppenheimer’s appointments and resignation from the Board of Directors, James R. Mellor, a current director of the Registrant, will succeed Mr. Oppenheimer as the lead independent director of the Registrant and the financial expert on the Audit Committee of the Registrant’s board of directors. Mr. Oppenheimer had been the lead independent director of the Registrant since December 2006 and the financial expert on the Audit Committee of the Registrant’s board of directors since April of 2006.

There are no arrangements or understandings between Mr. Oppenheimer and any other person pursuant to which Mr. Oppenheimer was appointed Executive Vice President, Chief Financial Officer and Treasurer nor is there a family relationship between any director or executive officer and Mr. Oppenheimer. Mr. Oppenheimer 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.

The Registrant is currently negotiating the terms of an employment agreement with Mr. Oppenheimer, under which he will (i) receive annual base compensation of $600,000, (ii) receive benefits and perquisites granted to other executive officers of the Registrant and (iii) be eligible to participate in incentive compensation plans applicable to executives of the Registrant.

A copy of the August 23, 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.

2

(d) Exhibits.

Exhibit No.	Document
99.1	Press Release of the Registrant, dated August 23, 2007.

3

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: August 27, 2007

4

EXHIBIT INDEX

Exhibit Number	Document
99.1	Press Release of the Registrant, dated August 23, 2007.

5

EX-99.1

Exhibit 99.1

IDT Appoints Marc J. Oppenheimer as Executive Vice President, Chief Financial Officer and Treasurer

Business and financial executive brings strong track record as business-builder and broad financial, operating and strategic expertise to IDT’s executive team

NEWARK, N.J., August 23, 2007—IDT Corporation (NYSE: IDT, IDT.C), an international telecommunications and technology company, today announced that the Board of Directors has appointed Marc J. Oppenheimer as Executive Vice President, Chief Financial Officer and Treasurer. Mr. Oppenheimer will commence employment with the Company on August 27, 2007. He will replace former CFO and Treasurer Steve Brown. Mr. Brown will continue to serve as Chairman of IDT Carmel and will help develop some of IDT Capital’s other businesses.

Mr. Oppenheimer will be a key member of IDT’s executive team, overseeing and playing a key role in the Company’s finances, operations and mergers and acquisitions. He will report directly to IDT’s CEO Jim Courter.

“Marc has a strong track record of adding value, as well as building and running successful businesses in various industries. His broad financial, operating and strategic experience, which complements the deep financial expertise of our existing team, will make him a valuable addition to IDT’s senior management,” said Jim Courter, CEO of IDT. “Marc will help IDT continue to execute our growth plan and identify emerging opportunities, as well as maintain our tradition of financial excellence and fiscal discipline.”

Prior to this new appointment, Mr. Oppenheimer has held significant operating and financial positions throughout his 28-year career. Mr. Oppenheimer has been the Lead Independent Director of IDT’s Board of Directors since December 2006 and the financial expert of the Audit Committee of IDT’s board since April of 2006. Marc has also served as the Chairman of the Audit Committee and Director of Net2Phone. His financial expertise includes being President of Octagon Associates, Inc., a merchant banking and financial/strategic advisory firm. Until mid-2006, he was Executive Vice President of Kenmar Global Investment Management, Inc., and a Managing Director of Kenmar-Nihon Venture Capital, LLC. Kenmar is a global asset management firm which, during his tenure, managed $2.4 billion in assets. Mr. Oppenheimer’s previous operational expertise includes being the President and Chief Executive Officer of Crystallex International Corporation, a publicly-traded international natural resources company primarily focused in South America, from February 1995 to September 2003. He served as its Vice Chairman from September 2003 to May 2004. He currently serves on the Board of Directors of Crystallex International Corporation (AMEX: KRY). Mr. Oppenheimer started his financial career as a Credit Officer at The Chase Manhattan Bank, N.A. specializing in international lending and commodity financing. Mr. Oppenheimer also served as the Director of Trade and Merchant Banking for Midlantic National Bank, an institution with assets of $29 billion. Mr. Oppenheimer has a B.S. with Honors in Management and Industrial Relations from New York University as well as an MBA with Honors in Finance from New York University.

“I am delighted to be joining IDT to help it achieve a new level of success and I’m excited about joining a management team that has such a broad level of expertise,” said Mr. Oppenheimer. “I believe IDT is well positioned to deliver value to its shareholders. IDT has made significant strides in recent months and I am looking forward to working closely with Howard, Jim and the rest of IDT’s team to continue the Company’s progress as it aggressively executes its growth strategy.”

Mr. Brown, who led IDT Entertainment during its inception and growth and eventual sale to affiliates of Liberty Media, will devote his full attention to building on the recent momentum in IDT Capital and some of its earlier stage businesses. Jim Courter, CEO of IDT commented “I would like to thank Steve for his long-term devotion and financial guidance to IDT. Steve is largely responsible for growing IDT Entertainment from a small start-up into an integrated entertainment company. We are excited to continue having Steve as a valued member of our IDT family.”

Howard Jonas, IDT’s Chairman and founder added, “With Marc’s appointment, we’re continuing to put the right people in the right places to execute our strategy, and adding outside talent to complement an already strong management team. We know that Marc will be instrumental in identifying opportunities and providing the leadership needed in order to enhance shareholder value.”

Important Note: 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.

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, acquisition and collection of charged-off receivables, 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.

Investor Contact:

Michael Rapaport

973-438-4408

Media Contact:

Michael Glassner

973-438-3553