<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1997
REGISTRATION NO. 333-18901
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-3 TO FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
IDT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 22-3415036
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
</TABLE>
------------------------
294 STATE STREET
HACKENSACK, NEW JERSEY 07601
(201) 928-1000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
------------------------
HOWARD S. JONAS
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND TREASURER
IDT CORPORATION
294 STATE STREET
HACKENSACK, NEW JERSEY 07601
(201) 928-1000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
------------------------
Copies to:
JOYCE MASON, ESQ.
GENERAL COUNSEL
IDT CORPORATION
294 STATE STREET
HACKENSACK, NEW JERSEY 07601
(201) 928-1000
------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 26, 1997
400,000 SHARES
IDT CORPORATION
COMMON STOCK
------------------
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 November 25, 1997, the last reported sales price as reported by the
Nasdaq National Market was $22 5/32 per share.
------------------------
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.
------------------------
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.
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 NOVEMBER , 1997
<PAGE>
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 for the fiscal year ended
July 31, 1997;
(2) the Company's Current Report on Form 8-K dated September 19, 1997; and
(3) 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
2
<PAGE>
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).
3
<PAGE>
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.
4
<PAGE>
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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.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents........................................ 2
The Company............................................................... 3
Use of Proceeds........................................................... 3
Selling Stockholder....................................................... 3
Plan of Distribution...................................................... 3
Legal Matters............................................................. 4
Experts................................................................... 4
</TABLE>
400,000 SHARES
IDT CORPORATION
COMMON STOCK
---------------------
PROSPECTUS
---------------------
, 1997
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates except
the SEC registration fee and Nasdaq listing fee.
<TABLE>
<S> <C>
SEC registration fee................................................................................ $ 1,379
Nasdaq listing fee.................................................................................. 8,000
Printing and engraving expenses..................................................................... 87,000
Legal fees and expenses............................................................................. 253,000
Accounting fees and expenses........................................................................ 56,000
Transfer agent fees................................................................................. 3,500
Miscellaneous....................................................................................... 15,000
----------
Total........................................................................................... $ 423,879
----------
----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the DGCL, which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain circumstances. Article
Sixth of the Certificate of Incorporation of the Company eliminates the personal
liability for monetary damages of directors under certain circumstances and
provides indemnification to directors and officers of the Company to the fullest
extent permitted by the DGCL. Among other things, these provisions provide
indemnification for officers and directors against liabilities for judgments in
and settlements of lawsuits and other proceedings and for the advance and
payment of fees and expenses reasonably incurred by the director or officer in
defense of any such lawsuit or proceeding.
ITEM 16. EXHIBITS
(a) Exhibits
<TABLE>
<CAPTION>
NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<C> <S>
3.01(1) Restated Certificate of Incorporation of the Registrant.
3.02(1) By-laws of the Registrant.
4.01(2) Specimen Certificates for shares of the Registrant's Common Stock and Class A Stock.
4.02(1) Description of Capital Stock (contained in the Certificate of Incorporation of the Registrant, filed
as Exhibit 3.01).
4.03* Warrant to Purchase Common Stock issued by the Registrant to Alan M. Grayson, dated January 2, 1996.
5.01* Legal Opinion of Joyce J. Mason, Esq.
10.01(3) Employment Agreement between the Registrant and Howard S. Jonas.
10.02(3) Employment Agreement between the Registrant and Howard S. Balter.
10.04(4) Amended and Restated 1996 Stock Option and Incentive Plan of IDT Corporation.
</TABLE>
II-1
<PAGE>
ITEM 16. EXHIBITS (CONTINUED)
<TABLE>
<CAPTION>
NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<C> <S>
10.05(5) Network Service Provider Agreement between Netscape Communications Corporation and the Registrant.
10.06(3) Marketing Services and Independent Contractor Services Agreement between Lermer Overseas
Telecommunications, Inc. and the Registrant.
10.07(6) Rebiller Service Agreement between WorldCom, Inc. (formerly LDDS Communications, Inc.) and the
Registrant.
10.08(2) Form of Registration Rights Agreement between the Company's stockholders and the Company.
10.09(1) Lease of 294 State Street.
10.11(7) Form of Registration Rights Agreement between Howard S. Jonas and the Registrant.
10.12(8) Employment Agreement between the Registrant and James Courter.
10.13(5) Access Agreement between PSINet Inc. and the Registrant.
10.14(5) Restated Sales Agreement between International Computer Systems, Inc. and the Registrant.
10.15(4) Form of Stock Option Agreement under the 1996 Stock Option and Incentive Plan.
10.16(9) Form of Debenture between the Registrant, RGC International Investors, LDC, Pangaea Fund Ltd.,
Special Situations Private Equity Fund, L.P. and Halifax Fund L.P.
10.17(9) Securities Purchase Agreement among the Registrant, RGC International Investors, LDC, Pangaea Fund
Ltd., Special Situations Private Equity Fund, L.P. and Halifax Fund L.P.
10.18(9) Registration Rights Agreement among the Registrant, RGC International Investors, LDC, Pangaea Fund
Ltd., Special Situations Private Equity Fund, L.P. and Halifax Fund L.P.
10.19(10) Stock Purchase Agreement between the Registrant and Mr. David Turock.
10.20(10) Employment Agreement between the Registrant and Mr. Hal Brecher.
21.01(10) Subsidiaries of the Registrant.
23.01* Consent of Ernst & Young LLP.
23.02* Consent of Joyce J. Mason, Esq. (contained in Exhibit 5.01)
24.01** Power of Attorney
</TABLE>
- ------------------------
* filed herewith
** previously filed
(1) incorporated by reference to Form S-1 filed February 21, 1996 file No.
333-00204
(2) incorporated by reference to Form S-1 filed March 8, 1996 file No.
333-00204
(3) incorporated by reference to Form S-1 filed January 9, 1996, file No.
333-00204
(4) incorporated by reference to Form S-8 filed January 14, 1996, file No.
333-19727
(5) incorporated by reference to Form 10-K for the fiscal year ended July
31, 1996 filed October 29, as amended November 21, 1996
(6) incorporated by reference to Form S-1 filed January 22, 1996, file No.
333-00204
(7) incorporated by reference to Form S-1 filed March 14, 1996, file No.
333-00204
II-2
<PAGE>
ITEM 16. EXHIBITS (CONTINUED)
(8) incorporated by reference to Form S-1 filed December 27, 1996, file No.
333-18901
(9) incorporated by reference to Form 8-K filed September 19, 1997
(10) incorporated by reference to Form 10-K filed October 29, 1997
(11) incorporated by reference to Form 10-K/A filed November 25, 1997
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to include any material with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
The undersigned registrant hereby undertakes that:
(1) For the purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) For purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hackensack,
State of New Jersey, on November 26, 1997.
IDT CORPORATION
BY: /S/ HOWARD S. JONAS
------------------------------------------
Howard S. Jonas
CHAIRMAN, CHIEF EXECUTIVE
OFFICER AND TREASURER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 26, 1997.
SIGNATURE TITLE
- ------------------------------ ---------------------------
Chairman, Chief Executive
/s/ HOWARD S. JONAS Officer and Treasurer
- ------------------------------ (Principal Executive
Howard S. Jonas Officer)
* President and Director
- ------------------------------ (Principal Executive
James A. Courter Officer)
* Chief Operating Officer and
- ------------------------------ Director (Principal
Howard S. Balter Financial Officer)
* Chief Financial Officer
- ------------------------------ (Principal Accounting
Stephen R. Brown Officer)
* Secretary and Director
- ------------------------------
Joyce J. Mason
* Vice President and Director
- ------------------------------
Marc E. Knoller
Executive Vice President of
- ------------------------------ Operations and Director
Hal Brecher
Director
- ------------------------------
Meyer A. Berman
* Director
- ------------------------------
J. Warren Blaker
Director
- ------------------------------
Bert W. Wasserman
Director
- ------------------------------
Elmo R. Zumwalt, Jr.
Director
- ------------------------------
James Mellor
*By: /s/ HOWARD S. JONAS
-------------------------
Howard S. Jonas
ATTORNEY-IN-FACT
II-4
<PAGE>
Exhibit 4.03
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER
JURISDICTION, AND MAY NOT BE OFFERED OR SOLD IN CONTRAVENTION OF SECTION 5 OF
SUCH ACT OR THE LAWS OF ANY APPLICABLE JURISDICTION.
Warrant to Purchase
Common Stock
of
International Discount Telecommunications, Corp.,
a New York corporation
International Discount Telecommunications, Corp., a New York
corporation ("IDT") certifies that ALAN M. GRAYSON ("Grayson") is the owner
of a Warrant which shall automatically be exercised upon the earliest to occur
of the three events set forth below (each a "Triggering Event") into shares
(the "Shares") of IDT common stock, no par value, representing
three-and-one-eighth (3 1/8) percent of the issued and outstanding common
stock of IDT as of January 2, 1996. The Triggering Events are as follows:
(i) the time immediately prior to the reincorporation merger of IDT into IDT
Corporation, a Delaware corporation and wholly-owned subsidiary of IDT, (ii)
immediately prior to the consummation of an inital public offering by IDT of
its common stock for aggregate proceeds of at least $15 million (an "IPO"),
and (iii) March 31, 1996. The exercise price of this Warrant is $1.00,
payment of which has been made previously to IDT. The number of shares due to
Grayson shall be computed on a fully diluted basis, after giving effect to
the issuance of stock to Grayson. In the event of a reincorporation merger,
18.4 million shares of IDT Corporation will be outstanding on a fully diluted
basis, including the Shares, and this Warrant shall carry the right to
acquire 575,000 shares of Common Stock of IDT Corporation for the exercise
price stated above. Grayson shall have the right to review IDT's stock
ledgers and stock transfer books to confirm that the correct number of shares
has been issued to him. IDT shall provide Grayson with notice of the
occurrence of a Triggering Event and, upon exercise of the Warrant by virtue
of the occurrence of such Triggering Event, shall deliver to Grayson
certificates representing the Shares.
IDT shall file with the Securities and Exchange Commission ("SEC")
on a date 180 days following the consummation of the IPO, a
shelf-registration statement ("Shelf Registration Statement") covering the
Shares, and to use its best efforts to have the Shelf Registration Statement
be declared effective by the SEC as soon thereafter as practicable. The
registration of the Shares shall comply with applicable securities laws,
including Blue Sky laws. IDT shall maintain the effectiveness of the Shelf
Registration Statement until the earlier of (i) all the Shares having been
sold
<PAGE>
and (ii) January 2, 1998 plus a period equal to any Suspension Period (as
defined below); provided that IDT may delay or suspend the effectiveness of
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the Shelf Registration Statement or, without suspending such effectiveness,
instruct Grayson not to sell any Shares included in the Shelf Registration
Statement, if IDT shall have determined upon advice of counsel that it
would be required to disclose any actions taken or proposed to be taken by
IDT in good faith and for valid business reasons, including without
limitation, the acquisition or divestiture of assets, which disclosure would
have a material effect on IDT or on such actions (a "Suspension Period") by
providing written notice to Grayson. The Suspension Period shall not exceed
ninety (90) days in any one hundred eighty (180) day period during which the
Shelf Registration Statement would otherwise be effective. IDT shall bear
the cost of preparation of the Shelf Registration Statement but shall not be
responsible for underwriting commissions, transfer taxes or legal fees of
Grayson.
The Shares shall be entitled to the benefit of piggyback
registration rights no less favorable than those held by any stockholder of
IDT on the date of this Warrant.
Dated as of January 2, 1996
INTERNATIONAL DISCOUNT
TELECOMMUNICATIONS, CORP.
By:
----------------------------------
Name: Howard S. Jonas
Title: President and Chief
Executive Officer
<PAGE>
EXHIBIT 5.01
January 3, 1997
IDT Corporation
294 State Street
Hackensack, NJ 07601
RE: IDT CORPORATION FORM S-1 REGISTRATION STATEMENT (NO. 333-18901)
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 with respect to
the 400,000 shares of the Company's Common Stock, par value $.01 per share (the
"Shares"), being registered with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. All of the Shares being so registered
will be offered and sold from time to time by Alan M. Grayson, a stockholder of
the Company. I have examined the proceedings relating to the issuance of the
Shares.
It is my opinion that all of the Shares, upon the sale thereof in the manner
referred to in the Registration Statement, will be legally issued Shares and
will be fully paid and non-assessable.
I consent to the use of this Opinion as an exhibit to the Registration
Statement, and I further consent to the use of my name under the caption "Legal
Matters" in the Prospectus which is part thereof.
Very Truly Yours,
/s/ Joyce J. Mason
Joyce J. Mason
Secretary and General Counsel
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 1 to Registration Statement No. 333-18901 on Form
S-3 and related Prospectus of IDT Corporation for the registration of 400,000
shares of its common stock and to the incorporation by reference therein of our
report dated September 25, 1997 with respect to the consolidated financial
statements and schedule of IDT Corporation included in its Annual Report (Form
10-K) for the year ended July 31, 1997 filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
--------------------------------------
Ernst & Young LLP
New York, New York
November 24, 1997
