As filed with the Securities and Exchange Commission on October 3, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------
IDT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-3415036
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
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. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
================================= ---------------- =================== ------------------ ==================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount of
Offering
Securities to be Registered be Per Share(2) Price(2) Registration Fee
Registered(1)
================================= ---------------- =================== ------------------ ==================
Common Stock, $.01 par value(1) 1,774,871 $16.75 $29,729,089.25 $9,008.81
shares
================================= ---------------- =================== ------------------ ==================
</TABLE>
(1) Includes 1,363,367 shares of Common Stock issuable upon conversion of the
registrant's Convertible Debentures (the "Debentures"). For purposes of
estimating the number of shares of Common Stock to be issued upon conversion of
the Debentures, the Company calculated 150% of the number of shares of Common
Stock issuable (based on a conversion price of $8.25, which was the lowest
closing bid price of the Common Stock reported on the Nasdaq National Market for
the twelve consecutive trading days ending September 5, 1997). In addition to
the shares set forth in the table, the amount to be registered under the
Debentures includes an indeterminate number of shares issuable upon conversion
of or in respect of the Debentures, as such number may be adjusted as a result
of stock splits, stock dividends and anti-dilution provisions (including
floating rate conversion prices) in accordance with Rule 416. The above amount
also includes (i) 312,500 shares delivered to Mr. David Turock and 99,004 shares
of Common Stock issuable upon conversion of two warrants issued to Prime
Leasing, Inc., as such number may be adjusted for antidilution provisions.
(2) Estimated solely for the purpose of computing the amount of the registration
fee, based on the average of the high and low prices for the Common Stock as
reported on the Nasdaq National Market within five days prior to filing, in
accordance with Rule 457(c) promulgated under the Securities Act of 1933.
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.
<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.
SUBJECT TO COMPLETION, DATED OCTOBER 3, 1997
1,774,871 Shares
IDT CORPORATION
Common Stock
This Prospectus relates to the offer and sale from time to time by the
Selling Stockholders (as defined below) of up to 1,774,871 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
(i) a Securities Purchase Agreement, dated as of September 5, 1997, among the
Company, RGC International Investors, LDC, Pangaea Fund Ltd., Special Situations
Private Equity Fund, L.P. and Halifax Fund L.P.(the "Debenture Investors"); (ii)
a Stock Purchase Agreement, dated September 8, 1997, between the Company and Mr.
David Turock and (iii) two Warrants for the Purchase of Common Stock, dated July
2, 1997, between the Company and Prime Leasing, Inc. ("Prime Leasing," and
together with the Debenture Investors and Mr. Turock, the "Selling
Stockholders"). The registration of the Shares does not necessarily mean that
any of the Shares will be offered and sold by the holder thereof. See "Use of
Proceeds."
The Common Stock is listed on the Nasdaq National Market under the symbol
"IDTC." On October 2, 1997, the last reported sales price as reported by the
Nasdaq National Market was $17 1/2 per share. See "Price Range of Common Stock."
---------------
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 Stockholders from time to time may offer and sell the Shares
held by them 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
Stockholders reserve 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 Stockholders and any agents or broker-dealers that participate
with the Selling Stockholder in the distribution of 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 by them 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 Stockholders, but has agreed to bear certain expenses of
registration of the Shares under federal and state securities laws.
The date of this Prospectus is October __, 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 Annual Report on Form 10-K for the fiscal year ended July
31, 1996;
(2) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended October 31, 1996, January 31, 1997 and April 30, 1997;
(3) the Company's Current Report on Form 8-K dated September 19, 1997; and
(4) 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 modified or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement or this
Prospectus.
<PAGE>
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 Stockholders.
SELLING STOCKHOLDERS
Of the 1,774,871 shares of Common Stock that may be offered pursuant to this
Prospectus, 312,500 shares may be offered by Mr. David Turock, who acquired his
shares pursuant to a Stock Purchase Agreement, dated September 8, 1997, with the
Company, and 99,004 shares (subject to anti-dilution adjustments) may be offered
by Prime Leasing, Inc. upon exercise of Warrants, dated July 2, 1997, issued to
Prime Leasing, Inc. by the Company.
In addition, on September 5, 1997, the Company entered into a Securities
Purchase Agreement with the Debenture Investors pursuant to which it issued
Convertible Debentures with an aggregate principal amount of $7,500,000 (the
"Debentures"). The Debentures, including the principal amount and all unpaid
accrued interest, are convertible into Common Stock as the option of each
Debenture Investor at a conversion price (the "Conversion Price") equal to the
lower of $15.16 per share or the lowest closing price on any one trading day
during the twelve consecutive trading day period preceding the date that notice
of conversion is given to the Company. Any principal amount or unpaid accrued
interest outstanding on September 5, 2000 will be automatically converted into
shares of Common Stock.
The number of shares set forth in the table below with respect to each of
the Debenture Investors represents an estimate of the number of shares of Common
Stock that will be offered by each of them. The actual number of shares of
Common Stock issuable upon conversion of the Debentures is indeterminate, is
subject to adjustment, and could be materially less or more than such estimated
number, depending on factors that cannot be predicted by the Company at this
time, including, among other factors, the future market price of the Common
Stock. The actual number of shares of Common Stock offered hereby, and included
in the Registration Statement of which this Prospectus is a part, includes such
additional number of shares of Common Stock as may be issued or issuable upon
conversion of the Debentures by reason of the floating rate conversion price
mechanism or the other adjustment mechanisms described therein, or by reason of
any stock split, stock dividend or similar transaction involving the Common
Stock, in order to prevent dilution, in accordance with Rule 416 under the
Securities Act. Pursuant to the terms of the Debentures, if the Debentures had
actually been converted on ____________, 1997 the conversion price would have
been $_____ (the lowest closing bid price of the Common Stock for the twelve
consecutive trading days immediately preceding such date) at which price the
Debentures would have been converted into approximately ________________ shares
of Common Stock. Pursuant to the terms of the Debentures, the Debentures are
convertible by any holder only to the extent that the number of shares of Common
Stock thereby issuable, together with the number of shares of Common Stock owned
by such holder and its affiliates (but not including shares of Common Stock
underlying unconverted portions of the Debentures) would not exceed 4.9% of the
then outstanding Common Stock as determined in accordance with Section 13(a) of
the Exchange Act.
<PAGE>
Subject to the preceding paragraph, the following table sets forth certain
information known to the Company with respect to the beneficial ownership of the
Selling Stockholders as of _____________, 1997, as to (i) the number of shares
of Common Stock and percentage of outstanding shares of Common Stock
beneficially held by the Selling Stockholder, (ii) the maximum number of Shares
that may be offered pursuant to the Prospectus, (iii) the number of shares of
Common Stock and percentage of outstanding shares of Common Stock that will be
held by the Selling Stockholder after the sale of the Shares, assuming all
shares are sold by the Selling Stockholder. The registration of the Shares does
not necessarily mean that any of the Shares will be offered and sold by the
holder thereof.
<TABLE>
<S> <C> <C> <C> <C> <C>
Number of Shares Number of Shares Beneficially
Beneficially Owned Prior to Number of Owned After the Offering
the Offering Shares
Number Percentage to Be Sold Number Percentage
--------------------------------
Selling Stockholder
--------------------------------
RGC International Investors, LDC
c/o Rose Glen Capital
Management, L.P.
3 Bala Plaza East, Suite 200
251 South Asaphs Road
Bala Cynwyd, PA 19004
--------------------------------
Pangaea Funds Ltd.
Windmere House
404 East Bay Street
P.O. Box SS-6238
Nassau, Bahamas
--------------------------------
Special Situations Private
Equity Fund, L.P.
153 East 53rd Street
New York, NY 10022
--------------------------------
Halifax Fund L.P.
c/o Palladin Group L.P.
40 West 57th Street
New York, NY 10019
--------------------------------
Mr. David Turock
272 Highland Avenue
Upper Montclair, NJ 07043
--------------------------------
Prime Leasing, Inc.
10275 West Higgins Road
Suite 200
Rosemont, IL 60018
</TABLE>
PLAN OF DISTRIBUTION
The Shares offered for sale hereby may be sold from time to time by the
Selling Stockholders in one or more transactions on the Nasdaq National Market,
in the over-the-counter market, in negotiated transactions 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 Stockholders 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 Stockholders
(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.
<PAGE>
At the time a particular offer of Shares is made, a Prospectus Supplement,
to the extent required, will be distributed that will set forth the Shares being
offered by the Selling Stockholders, the purchase price, the amount of expenses
of the offering and the terms of the offering, including the name or names of
any underwriter, dealer or agent, and any discount, commission or other item
constituting compensation from any discounts, commissions or concessions allowed
or reallowed or paid to dealers.
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 Securities Purchase Agreement, the Stock Purchase Agreement and
the Warrants 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 any of the
Selling Stockholders may be deemed to be acting as an underwriter, such Selling
Stockholder may be subject to certain statutory liabilities of the Securities
Act.
In addition, the Selling Stockholders 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, 10b-6 and 10b-7, which provisions may
limit the timing of purchases and sales of any of the Common Stock by the
Selling Stockholders and any other such person. Furthermore, under Rule 10b-6
under the Exchange Act, any person engaged in a distribution of Common Stock may
not simultaneously engage in market-making activities with respect thereto for a
specified period prior to the commencement of such distribution. 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 Securities Purchase Agreement, the Stock Purchase Agreement
and the Warrants, the Company will bear the cost of the preparation of the
Registration Statement, but will not be responsible for underwriting or brokers
discounts or commissions, transfer taxes or legal fees of the Selling
Stockholders. Expenses to be borne by the Company are estimated to be
approximately $_______. 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, 1996
and 1995, and for each of the three years in the period ended July 31, 1996
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.
<PAGE>
================================================================
================================================================
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
Page
The Company........................................
Use of Proceeds ...................................
Selling Stockholders ..............................
Plan of Distribution ..............................
Legal Matters .....................................
__________
=====================================================================
1,774,871 Shares
IDT CORPORATION
Common Stock
__________________________
PROSPECTUS
--------------------------
October , 1997
================================================================
================================================================
<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........................................................ $ 10,175
Nasdaq listing fee.......................................................... *
Printing expenses........................................................... *
Legal fees and expenses..................................................... *
Accounting fees and expenses................................................ *
Blue Sky fees and expenses.................................................. *
Transfer agent fees......................................................... *
Miscellaneous expenses...................................................... *
-------------------
Total............................................................. $
===================
* To be filed by amendment
</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
No. Description
*2.1 Stock Purchase Agreement between the Registrant and Mr. David
Turock.
4.1 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., incorporated by reference
to Exhibit 10.3 to the Registrant's Current Report on Form 8-K
dated September 19, 1997.
*4.2 Warrants for the Purchase of Common Stock between the Registrant
and Prime Leasing, Inc.
*5.1 Legal Opinion of Joyce Mason, General Counsel of the Registrant.
10.1 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., incorporated by
reference to Exhibit 10.1 to the Registrant's Current Report on
Form 8-K dated September 19, 1997.
<PAGE>
10.2 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., incorporated by
reference to Exhibit 10.2 to the Registrant's Current Report on
Form-8-K dated September 19, 1997.
23.1 Consent of Ernst & Young LLP
*23.2 Consent of Joyce Mason (included in Exhibit 5.1)
24.1 Power of Attorney (included on page S-1)
* To be filed by Amendment
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.
<PAGE>
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-3 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 October 1, 1997.
IDT CORPORATION
By: /s/ Howard S. Jonas
Howard S. Jonas
Chairman, Chief Executive
Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Howard S. Jonas and James A. Courter, and each of
them, his attorneys-in-fact, each with the power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
all such attorneys-in-fact and agents or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 on October 1, 1997.
Signature Title
/s/ Howard S. Jonas Chairman, Chief Executive Officer and
Howard S. Jonas Treasurer
(Principal Executive Officer)
/s/ James A. Courter President and Director
James A. Courter (Principal Executive Officer)
/s/ Howard S. Balter Chief Operating Officer
Howard S. Balter (Principal Financial Officer)
/s/ Stephen R. Brown Chief Financial Officer
Stephen R. Brown (Principal Accounting Officer)
/s/ Meyer A. Berman Director
Meyer A. Berman
/s/ J. Warren Blaker Director
J. Warren Blaker
/s/ Bert W. Wasserman Director
Bert W. Wasserman
/s/ Mark E. Knoller Director
Mark E. Knoller
/s/ Elmo R. Zumwalt, Jr. Director
Elmo R. Zumwalt, Jr.
/s/ James Mellor Director
James Mellor
/s/ Hal Brecher Director
Hal Brecher
/s/ Joyce Mason Director
Joyce Mason
<PAGE>
Exhibit 23.1
[ERNST & YOUNG LLP LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of IDT Corporation for
the registration of 1,774,871 shares of its common stock and to the
incorporation by reference therein of our report dated September 30, 1996 except
for note 14 as to which the date is October 14, 1996 with respect to the
consolidated financial statements and schedules of IDT Corporation included in
its Annual Report (Form 10-K) for the year ended July 31, 1996, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
October 1, 1997
