0001213900-13-002233.txt : 20130507 0001213900-13-002233.hdr.sgml : 20130507 20130506184345 ACCESSION NUMBER: 0001213900-13-002233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130506 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130507 DATE AS OF CHANGE: 20130506 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: 13817508 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 f8k050613_idt.htm CURRENT REPORT f8k050613_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): May 6, 2013
 
 
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 2.02   Results of Operations and Financial Condition.
 
On May 6, 2013, Straight Path Communications Inc. (“SPCI”), a subsidiary of IDT Corporation (the “Registrant”), filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (“SEC”) that includes the following financial statements: (i) audited consolidated balance sheets of SPCI as of July 31, 2012 and 2011, and audited consolidated statements of operations, equity, and cash flows for each of the years in the two-year period ended July 31, 2012, (ii) unaudited condensed consolidated balance sheets of SPCI as of January 31, 2013 and 2012, (iii) unaudited condensed consolidated statements of operations and cash flows for the six month periods ended January 31, 2013 and 2012, (iv) an unaudited pro forma consolidated balance sheet as of January 31, 2013 and unaudited pro forma consolidated statements of operations for the six months ended January 31, 2013 and for the fiscal year ended July 31, 2012 (the “Financial Statements”). The pro forma balance sheet adjustments assume that SPCI’s spin-off from IDT occurred as of January 31, 2013. The pro forma adjustments to the unaudited consolidated statements of operations for the six months ended January 31, 2013 and for the year ended July 31, 2012 assume that the spin-off occurred as of August 1, 2011.  The Financial Statements included in the Information Statement filed as exhibit 99.1 to the Form 10 are incorporated herein by reference.
 
Item 8.01   Other Events.
 
 On May 6, 2013, the Registrant announced the spin-off of SPCI, a wholly-owned subsidiary of IDT, which holds IDT’s interests in Straight Path Spectrum, Inc. (f/k/a IDT Spectrum, Inc.), and Straight Path IP Group, Inc. (f/k/a Innovative Communications Technologies, Inc.). As previously disclosed, the board of directors of the Registrant authorized management to spin-off SPCI’s subsidiary, Straight Path IP Group to its stockholders.

On May 6, 2013, the Registrant issued a press release announcing that it and SPCI had filed a Form 10 registration statement (containing an initial Information Statement) with the SEC.
 
The intent is that SPCI will be spun-off to the Registrant’s stockholders as a new publicly traded company and SPCI intends to apply to have its Class B common stock listed for trading on the NYSE MKT under the symbol “STRP”. Approval of the spin-off by the Registrant’s stockholders is not required.
 
The Registrant’s board of directors believes that a spin-off of Straight Path Spectrum and Straight Path IP Group presents an opportunity to realize synergies from the overlap of the nature and approach to generate value from those businesses.  The determination is based on the belief that a spin-off of Straight Path Spectrum and Spectrum IP Group as a combined company is the plan with the greatest likelihood of realizing the greatest value to the Registrant’s shareholders.

The spin-off of SPCI will occur by way of a pro rata distribution of SPCI Class A common stock and Class B common stock to the Registrant’s stockholders. In the distribution, on the distribution date, each Registrant stockholder will receive one share of SPCI Class A common stock for every five shares of the Registrant Class A common stock and one share of SPCI Class B common stock for every five shares of Registrant Class B common stock, held at on the record date for the spin-off.
 
Completion of the spin-off is subject to final approval by the Registrant’s board of directors, receipt of a favorable opinion as to the spin-off’s tax-free status, as well as effectiveness of the Form 10 registration statement filed with the SEC. The Form 10 includes detailed information about SPCI, the spin-off and related matters. IDT will distribute an information statement to stockholders following completion of the SEC’s review of the Form 10. The Registrant’s board of directors reserves the right to amend, modify or abandon the spin-off and the related transactions at any time prior to the distribution date.
 
 
 
 
 
This Form 8-K report contains forward-looking statements addressing the spin-off, the operation, business and prospects of the Registrant and SPCI following the spin-off 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 spin-off, including the timing and terms of the spin-off and whether the spin-off will be completed, and uncertainties regarding the impacts on the Registrant and the market for their respective securities if the spin-off is accomplished. In addition, the Registrant and SPCI are subject to additional risks and uncertainties, as described in the Registrant’s Form 10-K, Form 10-Q and Form 8-K reports and the Form 10 referenced above (including all amendments to those reports) and exhibits to those reports.
 
A copy of the Press Release is furnished herewith 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 May 6, 2013.
 
 
 
 
 
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 Jonas
    Name: Howard Jonas
    Title: Chief Executive Officer
Dated: May 6, 2013     
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.   Document
     
99.1
  
Press Release of the Registrant, dated May 6, 2013.
 




 EX-99.1 2 f8k050613ex99i_idt.htm PRESS RELEASE f8k050613ex99i_idt.htm
Exhibit 99.1
 

IDT FILES FOR SPIN-OFF OF SPECTRUM LICENSES
AND COMMUNICATIONS RELATED IP
 
 

Newark, NJ – May 6, 2013:  IDT Corporation (NYSE: IDT) today announced that its subsidiary, Straight Path Communications Inc., (SPCI),  has filed a Form 10 Registration Statement with the Securities and Exchange Commission, which includes an information statement for IDT stockholders.

SPCI is a wholly-owned subsidiary of IDT, and holds IDT’s interests in Straight Path Spectrum, Inc., (f/k/a IDT Spectrum, Inc.), and Straight Path IP Group, Inc., (f/k/a Innovative Communications Technologies, Inc.). Straight Path Spectrum holds 629 spectrum licenses in the 39 GHz band.  It is the largest single holder of 39 GHz licensed auction spectrum in the United States.  It also holds 15 LMDS licenses in the 28 GHz band.  These licenses were originally acquired from the bankruptcy estate of Winstar Communications.  Straight Path IP Group owns a portfolio of patents primarily related to communications over the Internet and the licensing business related to those patents.

 “Creating a single independent business entity to monetize our intangible assets including the spectrum licenses we acquired from Winstar Communications is the best option for our shareholders," said Howard Jonas, IDT’s Chairman and Chief Executive Officer. “Straight Path Communications will benefit from a dedicated management team focused exclusively on realizing the upside potential of these two intangible assets.”

 The spin-off is intended to be tax-free to IDT and its shareholders.  Prior to consummation of the spin-off, IDT expects to receive a legal opinion as to the spin-off’s tax-free status.

In connection with the spin-off, each IDT stockholder will receive one share of SPCI Class A common stock for every five shares of IDT Class A common stock and one share of SPCI Class B common stock for every five shares of IDT Class B common stock.

As of April 30, 2013, there were a total of approximately 1.6 million shares of IDT Class A common stock, and approximately 21.2 million shares of IDT Class B common stock issued and outstanding.

No action is required by IDT stockholders to receive the shares of SPCI common stock.
 
The Form 10 and related materials, including an information statement, are available through the Securities and Exchange Commission’s website at: http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001574460&owner=include&count=40

 
 
 
 
SPCI will apply to have the SPCI Class B common stock listed on the NYSE MKT under the ticker symbol “STRP”.

Shares of IDT Class B Common Stock will continue to trade on the New York Stock Exchange under the symbol “IDT”.

Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling IDT common stock.

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) through its IDT Telecom division, provides telecommunications and payment services.  IDT Telecom’s retail products allow people to communicate and share 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 Straight Path Communications Inc.:
Straight Path Communications holds a significant number of FCC licenses for commercial fixed wireless spectrum and a portfolio of patents primarily related to communications over the Internet.
 
Contact:

Investor Relations
IDT Corporation
Bill Ulrey, 973-438-3838
invest@idt.net