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Registration No. 333-
As filed with the Securities and Exchange Commission on December 15, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IDT Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3415036
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(State of Incorporation) (I.R.S. Employer Identification No.)
294 State Street
Hackensack, New Jersey 07601
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(Address of Principal Executive Offices, Including Zip Code)
Amended and Restated 1996 Stock Option and Incentive Plan of IDT Corporation
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(Full Title of the Plan)
Howard S. Jonas
Chairman and Chief Executive Officer
IDT Corporation
294 State Street
Hackensack, New Jersey 07601
(201) 928-1000
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(Name, Address and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Joyce S. Mason, Esq.
General Counsel and Secretary
IDT Corporation
294 State Street
Hackensack, New Jersey 07601
(201) 928-1000
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered(1) Registered(1) Per Share Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $21.25 $21,250,000 $6,269
par value
$.01 per share
</TABLE>
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(1) Includes 1,000,000 shares to be registered under an amendment to the
Registrant's Amended and Restated 1996 Stock Incentive Plan, plus such
additional indeterminate number of shares of the Common Stock as may be
issuable pursuant to certain antidilution adjustment provisions thereof.
(2) Estimated pursuant to Rules 457 (c) and (h) under the Securities Act
of 1933, as amended, based on the average of the high and low prices of the
Common Stock on the Nasdaq National Market on December 11, 1997.
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PART II
EXPLANATORY NOTE
This Registration Statement is being filed to register the 1,000,000
additional shares of the Registrant's common stock that have been reserved
for issuance under the Registrant's Amended and Restated 1996 Stock Option
and Incentive Plan (the "Plan") pursuant to an amendment to the Plan that
was authorized by the stockholders of the Company on December 11, 1997.
Except with respect to the Items set forth below, which include additional
information, this Registration Statement incorporates by reference the
contents of the Registrant's Registration Statement on Form S-8 (file no.
333-19727), filed with the Commission on January 14, 1997.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, IDT Corporation, a
Delaware corporation (the "Company"), pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference
in this registration statement.
(a) The Company's Annual Report on Form 10-K/A for the fiscal year
ended July 31, 1997, filed December 4, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended October 31, 1997, filed December 15, 1997;
(c) The description of the common stock, par value $.01 per share (the
"Common Stock"), of the Company set forth as Item 1 under the caption
"Description of Securities" in the Company's Registration Statement on
Form 8-A, dated March 5, 1996, filed pursuant to Section 12(g) of the
Exchange Act and declared effective by the Commission on March 15,
1996, including any amendment or report filed for the purpose of
updating such information.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. 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
registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 5. Interests of Named Experts and Counsel
Certain legal matters with respect to the Common Stock will be passed
on by Joyce J. Mason, Esq. Ms. Mason is Secretary, General Counsel and a
Director of the Company and is the beneficial owner of 41,533 shares of Common
Stock, including 40,200 shares of Common Stock issuable upon the exercise
of options granted pursuant to the plans referred to in this Registration
Statement.
II-1
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Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.01 to the Registration
Statement on Form S-1 of the Company (File No. 333-00204)).
4.2 By-Laws of the Company (incorporated by reference to Exhibit
3.02 to the Registration Statement on Form S-1 of the
Company (File No. 333-00204)).
4.3 Amended and Restated 1996 Stock Option and Incentive Plan of
IDT Corporation (incorporated by reference to Exhibit A of
the Company's Proxy Statement on Schedule 14A, filed with
the Commission on November 14, 1997).
4.4 Form of Stock Option Agreement under the Amended and Restated
1996 Stock Option and Incentive Plan (incorporated by reference
to Exhibit 10.16 to the Registration Statement on Form S-1 of
the Company (File No. 333-18901)).
5.1* Legal Opinion of Joyce J. Mason, Esq.
23.1 Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1
hereto).
23.2* Consent of Ernst & Young llp
24.1 Powers of Attorney (included in signature page)
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*Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hackensack, State of New Jersey,
on this 15th day of December, 1997.
IDT CORPORATION
By /s/ Howard S. Jonas
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Howard S. Jonas
Chairman and Chief Executive Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Howard S. Jonas and Howard
S. Balter, and each of them, each with full power to act without the other,
his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, to sign any amendments to this
registration statement (including post-effective amendments), and to file
the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Titles Date
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/s/ Howard S. Jonas
- -------------------- Chairman and Chief Executive Officer December 15, 1997
Howard S. Jonas (Principal Executive Officer)
/s/ James Courter
- -------------------- President and Director (Principal December 15, 1997
James Courter Executive Officer)
/s/ Howard S. Balter
- -------------------- Chief Operating Officer and Director December 15, 1997
Howard S. Balter (Principal Financial Officer)
/s/ Stephen R. Brown
- -------------------- Chief Financial Officer (Principal December 15, 1997
Stephen R. Brown Accounting Officer)
/s/ Marc E. Knoller
- -------------------- Director December 15, 1997
Marc E. Knoller
/s/ Joyce J. Mason
- -------------------- Director December 15, 1997
Joyce J. Mason
II-3
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Signature Titles Date
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- ------------------- Director December 15, 1997
Meyer A. Berman
- ------------------- Director December 15, 1997
J. Warren Blaker
- ------------------- Director December 15, 1997
James Mellor
- ------------------- Director December 15, 1997
Elmo R. Zumwalt
/s/ Hal Brecher
- ------------------- Director December 15, 1997
Hal Brecher
II-4
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EXHIBIT 5.1
December 12, 1997
IDT Corporation
294 State Street
Hackensack, NJ 07601
Re: IDT Corporation--Registration Statement
Dear Ladies and Gentlemen:
I am the Secretary and General Counsel of IDT Corporation (the
"Company"), and as such I have been asked to render the following opinion
in connection with the Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission (the "SEC") in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate
of 1,000,000 shares of the Company's common stock, par value $.01 (the
"Common Stock"), which will be issuable under the Company's 1996 Stock
Option Incentive Plan (the "Plan").
As your counsel in connection with the Registration Statement, I have
examined the proceedings taken by you in connection with the adoption of
the Plan and the authorization of the issuance of the shares of Common
Stock under the Plan (the "Plan Shares") and such documents as I have
deemed necessary to render this opinion.
Based upon the foregoing, it is my opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plans, will be validly
issued, fully paid and nonassessable shares of Common Stock.
I consent to the use of this Opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Joyce J. Mason
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Joyce J. Mason
Secretary and General Counsel
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference to the Registration Statement
on Form S-8 of IDT Corporation ("IDT") for the registration of 1,000,000
shares of its common stock pertaining to the Amended and Restated 1996
Stock Option and Incentive Plan, of our report dated September 25, 1997,
with respect to the consolidated financial statements and schedule of IDT
included in its Annual Report on Form 10-K/A for the year ended July 31,
1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
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ERNST & YOUNG LLP
New York, New York
December 12, 1997
