10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

☒ Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 for the fiscal year ended July 31, 2020.

or

☐ Transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934.

Commission File Number: 1-16371

IDT Corporation

(Exact name of registrant as specified in its charter)

Delaware	22-3415036
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

520 Broad Street, Newark, New Jersey 07102
(Address of principal executive offices, zip code)

(973) 438-1000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class B common stock, par value $0.01 per share	IDT	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, based on the adjusted closing price on January 31, 2020 (the last business day of the registrant’s most recently completed second fiscal quarter) of the Class B common stock of $7.56 per share, as reported on the New York Stock Exchange, was approximately $145.9 million.

As of December 17, 2020, the registrant had outstanding 23,942,301 shares of Class B common stock and 1,574,326 shares of Class A common stock. Excluded from these numbers are 2,083,306 shares of Class B common stock and 1,698,000 shares of Class A common stock held in treasury by IDT Corporation.

DOCUMENTS INCORPORATED BY REFERENCE

The definitive proxy statement relating to the registrant’s Annual Meeting of Stockholders, held on December 16, 2020, is incorporated by reference into Part III of this Form 10-K to the extent described therein.

IDT CORPORATION

Explanatory Note

IDT Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Company’s annual report on Form 10-K for the year ended July 31, 2020 (the “Form 10-K”), filed with the Securities and Exchange Commission on October 14, 2020 (the “Original Filing Date”), solely to furnish Exhibit 4.2 to the Form 10-K in accordance with Item 601(b)(4) of Regulation S-K. Exhibit 4.2 provides a description of each class of securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934.

No other changes have been made to the Form 10-K. Except as indicated otherwise herein, this Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K.

Part IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this Report:

1. Report of Management on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Reports of Independent Registered Public Accounting Firms on Consolidated Financial Statements

Consolidated Financial Statements covered by Reports of Independent Registered Public Accounting Firms

2. Financial Statement Schedule.

All schedules have been omitted since they are either included in the Notes to Consolidated Financial Statements or not required or not applicable.

3. Exhibits. Exhibit Numbers 10.01, 10.02, 10.03, 10.04, 10.05 and 10.06 are management contracts or compensatory plans or arrangements.

The exhibits listed in paragraph (b) of this item are filed, furnished, or incorporated by reference as part of this Form 10-K.

Certain of the agreements filed as exhibits to this Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:

■ may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

■ may apply standards of materiality that differ from those of a reasonable investor; and

■ were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

(b) Exhibits.

Exhibit Number	Description of Exhibits
3.01(1)	Third Restated Certificate of Incorporation of the Registrant.
3.02(2)	Sixth Amended and Restated By-laws of the Registrant.
4.2*	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
10.01(3)	Fifth Amended and Restated Employment Agreement by and between the IDT Corporation and Howard S. Jonas.
10.02(4)	2005 Stock Option and Incentive Plan, as amended and restated, of IDT Corporation.
10.03(5)	2015 Stock Option and Incentive Plan of IDT Corporation.
10.04(6)	Employment Agreement, dated January 12, 2015, between IDT Telecom and Bill Pereira.
10.05(7)	Agreement, dated December 5, 2017, between IDT Corporation, Bill Pereira and IDT Telecom.

1

Exhibit Number	Description of Exhibits
10.06(8)	Stock Option Agreement between the Registrant and Howard Jonas, dated May 2, 2017.
10.07(8)	Assignment Agreement between the Registrant and Howard Jonas, dated September 19, 2017.
21.01(9)	Subsidiaries of the Registrant.
23.01(9)	Consent of BDO USA, LLP
23.02(9)	Consent of Grant Thornton, LLP
31.01(9)	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02(9)	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01(9)	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02(9)	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH(9)	XBRL Taxonomy Extension Schema Document
101.CAL(9)	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF(9)	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB(9)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE(9)	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* filed herewith.

(1) Incorporated by reference to Form 8-K, filed April 5, 2011.

(2) Incorporated by reference to Form 8-K, filed April 7, 2020.

(3) Incorporated by reference to Form 8-K, filed December 21, 2020.

(4) Incorporated by reference to Schedule 14A, filed November 5, 2013.

(5) Incorporated by reference to Form S-8, filed October 14, 2016.

(6) Incorporated by reference to Form 8-K, filed January 14, 2015.

(7) Incorporated by reference to Form 8-K, filed December 5, 2017

(8) Incorporated by reference to Form 10-K for the fiscal year ended July 31, 2017, filed October 16, 2017.

(9) Incorporated by reference to Form 10-K, filed October 14, 2020.

2

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

IDT CORPORATION
By:	/s/ Shmuel Jonas
	Shmuel Jonas Chief Executive Officer

Date: December 22, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Titles	Date
/s/ Shmuel Jonas	Chief Executive Officer	December 22, 2020
Shmuel Jonas	(Principal Executive Officer)
/s/ Marcelo Fischer	Chief Financial Officer	December 22, 2020
Marcelo Fischer	(Principal Financial Officer)
/s/ Mitch Silberman	Chief Accounting Officer and Controller	December 22, 2020
Mitch Silberman	(Principal Accounting Officer)
/s/ Bill Pereira	Director	December 22, 2020
Bill Pereira
/s/ Michael Chenkin	Director	December 22, 2020
Michael Chenkin
/s/ Eric F. Cosentino	Director	December 22, 2020
Eric F. Cosentino
/s/ Judah Schorr	Director	December 22, 2020
Judah Schorr
/s/ Liora Stein	Director	December 22, 2020
Liora Stein

 3

EX-4.2

Exhibit 4.2

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

IDT Corporation has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Class B common stock, par value $0.01 per share.

Our authorized capital stock consists of (i) 35.0 million shares of Class A common stock, (ii) 200.0 million shares of Class B common stock, and (iii) 10.0 million shares of Preferred Stock.

The following description of our classes of authorized stock does not purport to be complete and is subject to and qualified in its entirety by reference to our charter and bylaws, copies of which are filed as exhibits to the Annual Report on Form 10-K to which this Exhibit 4.2 is a part.

Class A Common Stock

Holders of shares of our Class A common stock are entitled to three votes for each share on all matters to be voted on by the stockholders. Holders of our Class A common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor. Each share of our Class A common stock may be converted, at any time and at the option of the holder, and automatically converts upon transfers to unaffiliated parties, into one fully paid and non-assessable share of our Class B common stock.

As of December 17, 2020, there were 1,574,326 of our shares of Class A common stock outstanding.

Class B Common Stock

Holders of shares of our Class B common stock are entitled to one-tenth of one vote for each share on all matters to be voted on by the stockholders. Holders of our Class B common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor.

As of December 17, 2020, there were 23,942,301 shares of Class B common stock outstanding.

Preferred Stock

The Board of Directors has the authority to fix the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders.

As of December 17, 2020, there were no shares of our preferred stock were outstanding.

Anti-Takeover Effects of Our Charter and By-Laws

Some provisions of Delaware law and our Certificate of Incorporation and By-Laws could make the following more difficult:

● acquisition of us by means of a tender offer;

● acquisition of us by means of a proxy contest or otherwise; or

● removal of our incumbent officers and directors.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions also are designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us and outweigh the disadvantages of discouraging those proposals because negotiation of them could result in an improvement of their terms.

Certificate of Incorporation; By-Laws

Our Certificate of Incorporation and By-Laws contain provisions that could make more difficult the acquisition of us by means of a tender offer, a proxy contest or otherwise. Certain of these provisions are summarized below.

Undesignated Preferred Stock. The authorization of our undesignated preferred stock makes it possible for our Board of Directors to issue our preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes of control of our management.

Size of Board and Vacancies. Our Certificate of Incorporation provides that the number of directors on our Board of Directors will be between three and seventeen. Newly created directorships resulting from any increase in our authorized number of directors or any vacancies in our Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause will be filled solely by the vote of our remaining directors in office.

XML

Document And Entity Information - USD ($)	12 Months Ended
	Jul. 31, 2020	Dec. 17, 2020	Jan. 31, 2020
Document Information Line Items
Entity Registrant Name	IDT CORP
Trading Symbol	IDT
Document Type	10-K/A
Current Fiscal Year End Date	--07-31
Entity Public Float			$ 145,900,000
Amendment Flag	true
Amendment Description	IDT Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Company’s annual report on Form 10-K for the year ended July 31, 2020 (the “Form 10-K”), filed with the Securities and Exchange Commission on October 14, 2020 (the “Original Filing Date”), solely to furnish Exhibit 4.2 to the Form 10-K in accordance with Item 601(b)(4) of Regulation S-K. Exhibit 4.2 provides a description of each class of securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934.No other changes have been made to the Form 10-K. Except as indicated otherwise herein, this Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K.
Entity Central Index Key	0001005731
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Jul. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	1-16371
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-3415036
Entity Address, Address Line One	520 Broad Street
Entity Address, City or Town	Newark
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07102
City Area Code	(973)
Local Phone Number	438-1000
Title of 12(g) Security	Class B common stock, par value $0.01 per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Class B common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		23,942,301
Class A common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1,574,326