0001213900-12-003937.txt : 20120720 0001213900-12-003937.hdr.sgml : 20120720 20120720151450 ACCESSION NUMBER: 0001213900-12-003937 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120719 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120720 DATE AS OF CHANGE: 20120720 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: 12972143 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 f8k071912_idt.htm CURRENT REPORT f8k071912_idt.htm
 
 
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): July 19, 2012
 
 
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
 
IDT Corporation (the “Registrant”) announced yesterday its intention to spin-off its patent and licensing subsidiary, Innovative Communications Technologies, Inc. (“ICTI”) to its shareholders.  A copy of the July 19, 2012 press release relating to the above event is attached hereto 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, this Form 8-K report and Exhibit 99.1 contain forward-looking statements addressing the spinoff, the operation, business and prospects of the Registrant and ICTI following the spinoff and other expectations, prospects, estimates and other matters that are dependent upon future events or developments. These matters are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. These risks and uncertainties include uncertainties regarding the spinoff, including the timing and terms of the spinoff and whether the spinoff will be completed, and uncertainties regarding the impacts on the Registrant and the market for their respective securities if the spinoff is accomplished. In addition, the Registrant and ICTI are subject to additional risks and uncertainties, as described in the Registrant’s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and exhibits to those reports.
 
Item 9.01. Financial Statements and Exhibits
 
(d)
Exhibits.
 
Exhibit No.
  
Document
99.1
  
Press Release of the Registrant dated July 19, 2012.
 
 
 
 
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 and Chairman of the Board
   
Dated:
July 20, 2012
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
  
Document
99.1
  
Press Release of the Registrant dated July 19, 2012.
 
 EX-99.1 2 f8k071912ex99i_idt.htm PRESS RELEASE f8k071912ex99i_idt.htm
Exhibit 99.1
 
 
IDT Announces Spin-Off of Patent and Licensing Subsidiary

Newark, NJ - July 19, 2012:  IDT Corporation (NYSE: IDT) announced today its intention to spin-off its patent and licensing subsidiary, Innovative Communications Technologies, Inc. (ICTI) to its shareholders.  ICTI’s intellectual property portfolio includes patents that principally relate to communications over computer networks.
  
“During the past year, ICTI has pursued active enforcement of its IP while evaluating the burgeoning IP marketplace in order to both realize the value inherent in its extraordinary portfolio and to manage risk,” said Howard Jonas, IDT’s Chairman and Chief Executive Officer.

“Having considered our options in light of current trends, we now believe that a spin-off presents the path to the greatest value for our shareholders,” he added.

“We have carefully compared the opportunities and limitations of continuing the effort to monetize ICTI’s patent portfolio within the IDT corporate structure versus alternative strategies,” said Jeff Ballabon, Chief Executive Officer of ICTI. “After a year of due diligence and market research, it has become evident that separating ICTI completely from IDT is the optimal way to maximize the value in this portfolio.”
 
Completion of the spinoff is subject to various conditions and contingencies, and is subject to changes in the marketplace and the other assumptions underlying the decision.

ICTI will prepare an information statement regarding the proposed spin-off and distribute it to IDT stockholders following completion of review of the proposed spin-off by the Securities and Exchange Commission.
 
About IDT Corporation:
IDT Corporation (NYSE: IDT) through its IDT Telecom division, provides telecommunications and financial services.  IDT Telecom’s retail products allow people to communicate and share financial resources around the world while its carrier services business is a global leader in wholesale voice termination.  For more information, visit www.idt.net.
 
About ICTI:
ICTI is a communications technology company. ICTI’s intellectual property solutions include some of the pioneering patents that relate to communications over computer networks.
 
Investor Relations
IDT Corporation
Bill Ulrey
973-438-3838
invest@idt.net