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): February 1, 2017
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 4.01 |
Changes in Registrant’s Certifying Accountant. |
(a) On
February 1, 2017, IDT Corporation (the “Registrant”) notified Grant Thornton LLP (“GT”) that the Registrant
was dismissing GT as its independent registered public accounting firm, effective February 1, 2017. The Registrant’s
Audit Committee of the Board of Directors approved the dismissal of GT as the Registrant’s independent registered public
accounting firm.
GT’s
report on the Registrant’s consolidated financial statements as of July 31, 2016 and 2015 and for the fiscal years ended
July 31, 2016 and July 31, 2015 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified
as to uncertainty, audit scope or accounting principles.
During
the fiscal years ended July 31, 2016 and July 31, 2015 and the subsequent interim period through February 1, 2017, there were
no disagreements between the Registrant and GT on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of GT, would have caused
GT to make reference to the subject matter of the disagreements in connection with its report on the Registrant’s financial
statements for such periods.
During
the fiscal years ended July 31, 2016 and July 31, 2015 and the subsequent interim period through February 1, 2017, there were
no “reportable events”, as defined in Regulation S-K Item 304(a)(1)(v).
The
Registrant has provided GT with a copy of the above disclosures and requested that GT furnish the Registrant with a letter
addressed to the Securities and Exchange Commission stating whether it agrees with the foregoing statements and, if not, stating
the respects in which it does not agree. A copy of GT’s letter, dated February 6, 2017, is attached as Exhibit 16.1 to this
Form 8-K.
(b) On
February 1, 2017, the Registrant appointed BDO USA, LLP (“BDO”) to serve as the Registrant’s independent registered
public accounting firm for the remainder of the fiscal year ending July 31, 2017, and to issue a report on the audit of the Registrant’s
financial statements for fiscal 2017. The decision to engage BDO was approved by the Registrant’s Audit Committee
of the Board of Directors and was made after a competitive bidding process and evaluation. During the Registrant’s two most
recent fiscal years and the subsequent interim period through February 1, 2017, the Registrant did not consult BDO with respect
to any of the matters or events listed in Regulation S-K Item 304(a)(2).
| Item 9.01. |
Financial Statements and Exhibits. |
(d)
Exhibits.
Exhibit No.
|
|
Document
|
| 16.1 |
|
Letter
from Grant Thornton LLP, dated February 6, 2017.
|
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/
Shmuel Jonas |
| |
Name: |
Shmuel
Jonas |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
February 6, 2017 |
|
|
EXHIBIT
INDEX
Exhibit
Number
|
|
Document
|
| 16.1 |
|
Letter
from Grant Thornton LLP, dated February 6, 2017.
|
4
