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): June 20, 2011

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 7.01 Regulation FD Disclosure.

On June 21, 2011, IDT Corporation (the “Registrant”) posted the attached questions and answers to the investor relations page of its website (www.idt.net). The questions were received from interested parties in response to the Registrant’s request in the management’s presentation of results and the earnings release for the quarter ended April 30, 2011. A copy of the questions and answers posting is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC. In addition, the questions and answers posting contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the question and answers posting.

Item 8.01 Other Events

On June 20, 2011, the Registrant issued a press release, a copy of which is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Document
99.1 99.2	Questions and Answers Posting, dated June 21, 2011. Press Release of the Registrant dated June 20, 2011.

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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/ Howard S. Jonas
Name:	Howard S. Jonas
Title:	Chief Executive Officer

Dated: June 21, 2011

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EXHIBIT INDEX

Exhibit No.	Document
99.1 99.2	Questions and Answers Posting, dated June 21, 2011. Press Release of the Registrant dated June 20, 2011.

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EX-99.1

Exhibit 99.1

IDT Corporation

Third Quarter Fiscal 2011 - Management’s Answers to Investor Questions

June 21, 2011

     IDT Corporation

Third Quarter Fiscal 2011 Results - Questions and Answers

Within its 3Q11 earnings release and during management’s discussion of results for the quarter, IDT Corporation (NYSE: IDT) offered to respond in writing to questions from investors and other interested persons.

We asked questioners to e-mail questions to invest@idt.net  by the close of business on Friday, June 17, 2011.  We said that, in those instances where we could provide a constructive answer, we would post the questions received along with the name of the questioner and the questioner’s business affiliation – if any – and our answers on IDT Corporation’s website.  This document was prepared and posted on the IDT website to fulfill that commitment.  It is also being filed with the SEC in a Form 8-K.

Thank you for your continued interest in IDT Corporation.

In this document, all statements that are not purely about historical facts, including, but not limited to, those in which we use 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 our 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, including, but not limited to, those described in our most recent report on SEC Form 10-K (under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K.  These factors include, but are not limited to, the following: potential declines in prices for our products and services; our ability to maintain and grow our calling card business, our wholesale telecommunication businesses and our retail energy business; availability of termination capacity to particular destinations; our ability to maintain carrier agreements with foreign carriers; our ability to obtain telecommunications products or services required for our products and services; the business and regulatory evolution of and competition and unfair business practices in, the energy services business in New York State, New Jersey and Pennsylvania; the regulatory, legal and political factors relating to our Genie Oil and Gas segment;  financial stability of our major customers; our ability to maintain our income and improve our cash flow; impact of government regulation; effectiveness of our marketing and distribution efforts; our ability to operate our telecommunications network; our ability to maintain our key members of our management team; our ability to use and develop our technology without infringing the rights of third parties; our ability to produce shale oil; and general industry and economic conditions.  We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise.

IDT Corporation

Third Quarter Fiscal 2011 - Management’s Answers to Investor Questions

June 21, 2011

Question from Caroline Yu, Breithorn Capital Management

1.   What do you anticipate the higher operating costs for IEI to be in future quarters?

Genie Oil and Gas’s total costs and expenses for the first nine months of fiscal 2011 totaled $7.9 million, of which $5.8 million was research and development expense, compared to total costs and expenses of $4.6 million for the first nine months of fiscal 2010 including $3.7 million in research and development expense.  Nearly all of these costs are attributable to IEI, as we account for AMSO using the equity method.

We anticipate that IEI’s costs will increase significantly in fiscal 2012 once IEI completes permitting of its pilot and begins construction of its pilot test facilities.

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EX-99.2

Exhibit 99.2

PRESS RELEASE

IDT CORPORATION RAISES QUARTERLY DIVIDEND, ANNOUNCES STOCK PURCHASE AND UPDATES SPIN-OFFS

Newark, N.J. – June 20, 2011:   The Board of Directors of IDT Corporation (NYSE: IDT) today raised IDT’s cash dividend by approximately five percent from $0.22 per share to $0.23 for the third quarter of IDT’s 2011 fiscal year.

“IDT’s Board made a commitment to pay dividends commensurate with the Company's operational performance, financial resources and capital requirements,” commented IDT’s Chairman and CEO, Howard Jonas. “Our businesses have continued to generate consistent earnings and cash-flow and our liquidity and balance sheet have continued to improve even as we have paid dividends at the prior levels and invested in key growth opportunities. We are pleased to increase our dividend and continue sharing profits with our investors.”

The dividend will be paid on July 12, 2011 to shareholders of record of IDT Corporation Class A Common Stock and Class B Common Stock as of the close of business on July 1st. The ex-dividend date will be June 29th.

In addition, a Special Committee of the Board has approved the purchase by the Company of 302,000 shares of Class B Common stock from Howard Jonas at $24.83 per share – the closing price for the Class B stock on Monday, June 20, 2011. Following this purchase, Mr. Jonas will own or control 1,574,327 shares of IDT Class A Stock and 3,795,859 shares of IDT Class B Stock, together representing 23.67% of the total outstanding capital stock of the Company.

“In 2008, Howard Jonas agreed to take his base salary in stock in lieu of cash for a five-year period,” said the Reverend Eric Cosentino, Chairman of the Corporate Governance and Special Committees. “His decision to forego a cash salary provided a timely vote of confidence in the Company. The Board felt that buying shares directly from Howard Jonas now was in the best interest of the stockholders. It will avoid the disruption of having those shares sold into the market while increasing the relative equity of all shareholders.”

The Company recently disclosed that it was evaluating certain issues with respect to the previously announced intent to spin-off Innovative Communications Technologies, Inc, (ICTI).  ICTI was to be the holder of certain patents and the related licensing business of the Company covering communications over computer networks including Voice over Internet Protocol (VoIP) communications. On Monday, the Board determined not to proceed with the spin-off, expressing concern that placing the enforcement of the patents with an independent entity not under the Company’s control would increase risks. The Company will continue to explore options for maximizing the potential returns from the IP while minimizing the associated risks to create the greatest overall value.

Finally, the Company re-affirmed its current plan to proceed with the spin-off of Genie Energy (comprising IDT Energy and Genie Oil and Gas). The Company recently filed a private letter ruling request, seeking the IRS’ concurrence that a spin-off of Genie Energy would be tax free to the Company and its shareholders.  The Company is awaiting the IRS ruling and will continue to monitor developments in the markets and the business units to ensure that a spin-off remains in the best interests of shareholders. The Company expects the spin-off to go effective in the fall.

In this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use 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 our 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, including, but not limited to, those described in our most recent report on SEC Form 10-K (under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K.  We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise.

About IDT Corporation:

IDT Corporation (NYSE:IDT) is a consumer services company with operations primarily in the telecommunications and energy industries. Find out more at www.idt.net.

Investor Relations

IDT Corporation

Bill Ulrey

Phone:  (973) 438-3838

E-mail:  invest@idt.net