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Filed Pursuant to Rule 424B3
Registration No. 333-18901
400,000 SHARES
IDT CORPORATION
COMMON STOCK
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This Prospectus relates to the offer and sale from time to time by Alan M.
Grayson (the "Selling Stockholder") of up to 400,000 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of IDT Corporation
(the "Company"). The Company is registering the Shares pursuant to the grant by
the Company to the Selling Stockholder of certain registration rights with
respect to shares of Common Stock issuable upon exercise of the Warrant (as
defined herein) granted to the Selling Stockholder on January 2, 1996. See
"Selling Stockholder." The registration of the Shares does not necessarily mean
that any of the Shares will be offered and sold by the Selling Stockholder
thereof. See "Use of Proceeds."
The Common Stock is listed on the Nasdaq National Market under the symbol
"IDTC." On December 8, 1997, the last reported sales price as reported by the
Nasdaq National Market was $22 22/32 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The Selling Stockholder may offer and sell the Shares directly or through
agents or broker-dealers on terms to be determined at the time of sale. To the
extent required, the names of any agent or broker-dealer and applicable
commissions or discounts and any other required information with respect to any
particular offer will be set forth in an accompanying Prospectus Supplement. See
"Plan of Distribution." The Selling Stockholder reserves the right to accept or
reject, in whole or in part, any proposed purchase of the Shares to be made
directly or through agents.
The Selling Stockholder and his agents or broker-dealers that participate
with the Selling Stockholder in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any commissions received and any profit on the
resale of the Shares may be deemed to be underwriting commissions or discounts
under the Securities Act.
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The Company will not receive any of the proceeds from the sale of Shares by
the Selling Stockholder, but has agreed to bear certain expenses of registration
of the Shares under federal and state securities laws.
THE DATE OF THIS PROSPECTUS IS DECEMBER 9, 1997
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files annual and quarterly reports, proxy and information statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at its office at Room 1034, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's regional offices at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such materials can be
obtained from the public reference section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a
website (http://www.sec.gov) containing reports, proxy statements and other
information of registrants, including the Company, that file electronically with
the Commission. In addition, the Company's Common Stock is quoted on the Nasdaq
National Market and reports, proxy statements and other information concerning
the Company can be inspected at the National Association of Securities Dealers,
Inc., 9513 Key West Avenue, Rockville, Maryland 20850.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments, schedules and exhibits, referred to as
the "Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement and certain parts are omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock offered hereby, reference is made to
such Registration Statement. Statements contained in this Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete, and in each instance, reference is made to the copy of such contract
or other document filed as an exhibit or incorporated by reference into the
Registration Statement of which this Prospectus forms a part, each such
statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 0-27898) pursuant to the Exchange Act are incorporated herein by
reference:
(1) the Company's Amended Annual Report on Form 10-K/A for the fiscal year ended
July 31, 1997; and
(2) the description of the Company's Common Stock contained in the Company's
Certificate of Incorporation, filed as Exhibit 3.01 to the Company
Registration Statement on Form S-1 filed February 21, 1996 (no. 333-00204).
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Common Stock
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents. The
Company hereby undertakes to provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered, upon
written or oral request of such person a copy of any or all of the foregoing
documents incorporated herein by reference (exclusive of exhibits, unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such documents should be submitted in writing to the Corporate
Secretary at the corporate headquarters of the Company at 294 State Street,
Hackensack, New Jersey 07601 or by telephone at (201) 928-1000.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or
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superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
As used in this Prospectus, unless the context otherwise requires, the terms
the "Company" and "IDT" refer to IDT Corporation, a Delaware corporation, its
predecessor, International Discount Telecommunications, Corp., a New York
corporation, and their subsidiaries, collectively.
THE COMPANY
IDT is an international telecommunications company that offers a broad range
of integrated and competitively priced long-distance telephone and Internet
access services in the U.S. and abroad, and recently began offering Internet
telephony services.
The Company was incorporated in Delaware in December 1995. Its principal
executive offices are located at 294 State Street, Hackensack, New Jersey,
07601, and its telephone number is (201) 928-1000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholder.
SELLING STOCKHOLDER
Alan M. Grayson, the Selling Stockholder hereunder, is the beneficial owner
of 575,000 shares of Common Stock, including the 400,000 Shares being offered
pursuant to this Prospectus. As of November 21, 1997, Mr. Grayson was the
beneficial owner of approximately 2.5% of the Company's Common Stock (assuming
conversion of all shares of the Company's Class A Stock into Common Stock).
Because the Selling Stockholder may offer all or some part of the Shares which
he holds from time to time pursuant to the offering contemplated by this
Prospectus, and because this offering is not being underwritten on a firm
commitment basis, no estimate can be given as to the number of shares that will
be held by the Selling Stockholder upon termination of this offering. See "Plan
of Distribution."
The Shares are being registered for resale solely for the account of the
Selling Stockholder. The Selling Stockholder has not had any material
relationships with the Company within the past three years.
PLAN OF DISTRIBUTION
The Shares offered for sale hereby may be sold from time to time by the
Selling Stockholder in one or more transactions on the Nasdaq National Market,
or such other market on which the Common Stock may from time to time be trading,
in the over-the-counter market in negotiated transactions, through the writing
of options on the shares, short sales or in a combination of such methods of
sale, at fixed prices, at market prices prevailing at the time of sale, at
prices relating to prevailing market prices or at negotiated prices. The Selling
Stockholder may effect such transactions directly to purchasers or to or through
broker-dealers which may act as agents or principals. Such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholder (which compensation as to a particular
broker-dealer may be less than or in excess of customary commissions). In
addition, any Shares covered by this Prospectus that qualify for sale pursuant
to Rule 144 of the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
The Shares were issued to the Selling Stockholder on March 15, 1996, upon
the exercise of the Warrant granted to the Selling Stockholder on January 2,
1996. Pursuant to the Warrant, the Company agreed to file the Registration
Statement of which this Prospectus forms a part with the Commission, and to keep
the Registration Statement effective (subject to suspension under certain
circumstances) until the earlier of (i) the date all the shares registered
hereunder have been sold and (ii) January 2, 1998 plus a period equal to any
Suspension Period (as defined in the Warrant).
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To comply with the securities laws of certain states, if applicable, the
Shares will be sold therein only through brokers or dealers. In addition, in
certain states, the Shares may not be sold unless they have been registered or
qualified for sale in such states or an exemption from registration or
qualification is available and is complied with. The Company is obligated
pursuant to the Warrant described herein to register or qualify the Shares under
the securities or blue sky laws of such jurisdictions, as applicable.
Any broker-dealers who participate in a sale of the Shares may be deemed to
be "underwriters" within the meaning of Sections 11 and 12 of the Securities Act
and Rule 10b-5 of the Exchange Act, and any commissions received by them, and
proceeds of any such sales as principals, may be deemed to be underwriting
discounts and commissions under the Securities Act. To the extent the Selling
Stockholder may be deemed to be acting as an underwriter, the Selling
Stockholder may be subject to certain statutory liabilities of the Securities
Act.
In addition, the Selling Stockholder and any other person participating in
the sale or distribution of the Common Stock will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation Rules 10b-5 and Regulation M (and Rules 100 to 105
thereof), which provisions may limit the timing of purchases and sales of any of
the Common Stock by the Selling Stockholder and any other such person.
Furthermore, pursuant to such regulations, any person engaged in a distribution
of Common Stock may not simultaneously engage in market-making activities with
respect thereto during the period beginning when such person becomes a
distribution participant and ending upon such person's completion of
participation in a distribution, including stabilization activities to effect
syndicate covering transactions, to impose penalty bids or to effect passive
market making bids. All of the foregoing may affect the marketability of the
Common Stock and the ability of any person or entity to engage in market-making
activities with respect to the Common Stock.
Pursuant to the Warrant, the Company shall bear the cost of preparation of
the Registration Statement but shall not be responsible for underwriting or
brokers discounts or commissions, transfer taxes or legal fees of the Selling
Stockholder. Expenses to be borne by the Company are estimated to be
approximately $423,879. As and when the Company is required to update this
Prospectus, it may incur additional expenses in excess of this estimated amount.
LEGAL MATTERS
Certain legal matters with respect to this offering will be passed upon for
the Company by Joyce Mason, Esq., General Counsel.
EXPERTS
The consolidated financial statements of IDT Corporation at July 31, 1997
and 1996, and for each of the three years in the period ended July 31, 1997
incorporated by reference in this Prospectus and the related Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon incorporated herein by reference, and are included
in reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
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NO DEALER, SALES REPRESENTATIVE, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES OTHER THAN THE SHARES OF
COMMON STOCK TO WHICH IT RELATES OR AN OFFER TO, OR A SOLICITATION OF, ANY
PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
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<CAPTION>
PAGE
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Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
The Company............................................................... 3
Use of Proceeds........................................................... 3
Selling Stockholders...................................................... 3
Plan of Distribution...................................................... 3
Legal Matters............................................................. 4
Experts................................................................... 4
</TABLE>
400,000 SHARES
IDT CORPORATION
COMMON STOCK
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PROSPECTUS
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DECEMBER 9, 1997
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