<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1997
REGISTRATION NO. 333-37141
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
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. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value(1) 1,774,871 shares(1) $16.75(2) $ 29,729,089.25 (2) $ 9,008.81
Common Stock $.01 par value(3) 75,000 shares $15.5625 (4) $ 1,167,187.50 (4) $ 402.48
Total 1,849,871 shares -- $ 30,896,276.75 $ 9,411.29 (5)
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
(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 (ii) 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 the filing
of the initial Registration Statement, in accordance with Rule 457(c)
promulgated under the Securities Act of 1933.
(3) Includes 75,000 shares of Common Stock issuable upon conversion of certain
warrants issued by the registrant, as such number may be adjusted for
antidilution provisions.
(4) 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 on October 28, 1997, in accordance
with Rule 457(c) promulgated under the Securities Act of 1933.
(5) A registration fee of $9,008.81 was paid by the registrant on or about
October 3, 1997.
----------------------------------
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>
SUBJECT TO COMPLETION, DATED NOVEMBER 3, 1997
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>
1,849,871 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 1,849,871 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) Warrants for the Purchase of Common Stock, dated September 5, 1997, between
the Company, Tanner Unman & Co. ("Tanner Unman") and certain affiliates of
Tanner Unman (collectively, the "Tanner Unman Warrantholders"); (iii) a Stock
Purchase Agreement, dated September 8, 1997, between the Company and Mr. David
Turock and (iv) 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, the Tanner Unman Warrantholders 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 31, 1997, the last reported sales price as reported by the
Nasdaq National Market was $18.00 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 Stockholders or their respective pledgees, donees, transferees
or other successors in interest 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 Stockholders 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 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 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
2
<PAGE>
incorporated by reference herein modifies 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.
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 1,849,871 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 (the "Stock Purchase Agreement"), 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
("the Warrants") and 75,000 shares (subject to anti-dilution adjustments) may be
offered by the Tanner Unman Warrantholders upon exercise of warrants issued by
the Company.
In addition, on September 5, 1997, the Company entered into a Securities
Purchase Agreement (the "Securities Purchase Agreement") with RGC International
Investors, LDC, Pangaea Funds Ltd., Special Situations Private Equity Fund, L.P.
and Halifax Fund L.P. (collectively 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 at 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
3
<PAGE>
Debentures, if the Debentures had actually been converted on September 5, 1997
the conversion price would have been $8.25 (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
909,090 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.
Subject to the preceding paragraph, the following table sets forth certain
information known to the Company with respect to the beneficial ownership of
each Selling Stockholder as of September 5, 1997, as to (i) the number of 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 each 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>
<CAPTION>
SHARES
SHARES NUMBER OF BENEFICIALLY OWNED
BENEFICIALLY OWNED SHARES AFTER THE OFFERING
PRIOR TO THE OFFERED --------------------------
OFFERING HEREBY NUMBER PERCENTAGE
------------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Selling Stockholder
RGC International Investors, LDC................... 727,129 727,129 0 0
Pangaea Funds Ltd.................................. 181,782 181,782 0 0
Special Situations Private Equity Fund, L.P........ 272,674 272,674 0 0
Halifax Fund L.P................................... 181,782 181,782 0 0
Tanner Unman & Co.................................. 35,766 35,766 0 0
Mr. Lucas Tanner................................... 15,000 15,000 0 0
Unman Investments, Inc............................. 12,376 12,376 0 0
Coffin & Sons, Inc................................. 11,858 11,858 0 0
Mr. David Turock................................... 312,500 312,500 0 0
Prime Leasing, Inc................................. 99,004 99,004 0 0
</TABLE>
PLAN OF DISTRIBUTION
The Shares offered for sale hereby may be sold from time to time by the
Selling Stockholders or their respective pledgees, donees, transferees or other
successors in interest in one or more transactions (which may involve block
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 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.
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
4
<PAGE>
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.
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.
5
<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>
The Company............................................................... 3
Use of Proceeds........................................................... 3
Selling Stockholders...................................................... 3
Plan of Distribution...................................................... 4
Legal Matters............................................................. 5
Experts................................................................... 5
</TABLE>
1,849,871 SHARES
IDT CORPORATION
COMMON STOCK
---------------------
PROSPECTUS
---------------------
, 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................................................................................ $ 9,411.29
Nasdaq listing fee.................................................................................. 17,500.00
Printing expenses................................................................................... 3,000.00
Legal fees and expenses............................................................................. 20,000.00
Blue Sky fees and expenses.......................................................................... 500.00
Accounting Fees and Expenses........................................................................ 5,000.00
Transfer agent fees................................................................................. 3,500.00
----------
Total........................................................................................... $58,911.29
----------
----------
</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>
2.1(1) Stock Purchase Agreement between the Registrant and Mr. David Turock.
4.1(2) 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.
4.2(1) Warrants for the Purchase of Common Stock between the Registrant and Prime Leasing, Inc.
4.3 * Form of Warrant Held by Tanner Unman Warrantholders.
5.1 * Legal Opinion of Joyce Mason, General Counsel of the Registrant.
10.1(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.
10.2(1) 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.
</TABLE>
II-1
<PAGE>
ITEM 16. EXHIBITS (CONTINUED)
<TABLE>
<CAPTION>
NO. DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
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)
</TABLE>
- ------------------------
<TABLE>
<C> <S>
* filed herewith
</TABLE>
-- previously filed
(1) incorporated by reference to Form 10-K for the fiscal year ended July
31, 1997 filed October 29, 1997 File No. 000-27898
(2) incorporated by reference to Form 8-K during the fiscal year ended July
31, 1997 File No. 000-27898
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-2
<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 3, 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 on October 30, 1997.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman, Chief Executive
/s/ HOWARD S. JONAS Officer and Treasurer
- ------------------------------ (Principal Executive November 3, 1997
Howard S. Jonas Officer)
* President and Director
- ------------------------------ (Principal Executive November 3, 1997
James A. Courter Officer)
* Chief Operating Officer
- ------------------------------ (Principal Financial November 3, 1997
Howard S. Balter Officer)
* Chief Financial Officer
- ------------------------------ (Principal Accounting November 3, 1997
Stephen R. Brown Officer)
* Secretary and Director
- ------------------------------ November 3, 1997
Joyce Mason
* Vice President and Director
- ------------------------------ November 3, 1997
Mark E. Knoller
Executive Vice President of
- ------------------------------ Operations and Director
Hal Brecher
* Director
- ------------------------------ November 3, 1997
Meyer A. Berman
* Director
- ------------------------------ November 3, 1997
J. Warren Blaker
* Director
- ------------------------------ November 3, 1997
Bert W. Wasserman
* Director
- ------------------------------ November 3, 1997
Elmo R. Zumwalt, Jr.
* Director
- ------------------------------ November 3, 1997
James Mellor
*By: /s/ HOWARD S. JONAS
-------------------------
Howard S. Jonas
ATTORNEY-IN-FACT
II-3
<PAGE>
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND NEITHER THIS WARRANT NOR ANY INTEREST HEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND THE RULES AND
REGULATIONS THEREUNDER. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS
CERTIFICATE REPRESENTS THAT IT IS ACQUIRING THE WARRANT FOR INVESTMENT AND
AGREES TO COMPLY IN ALL RESPECTS WITH PARAGRAPH (D) OF THIS WARRANT.
Void after 5:00 p.m. New York Time on September 4, 2002
Warrant to Purchase 75,000 Shares of Common Stock
WARRANT TO PURCHASE COMMON STOCK
OF
IDT Corporation
This is to Certify that, FOR VALUE RECEIVED, _______________________, or
its registered assigns ("Holder"), is entitled to purchase, subject to the
provisions of this Warrant, from IDT Corporation, a Delaware corporation (the
"Company"), _____________________fully paid, validly issued and nonassessable
shares of Common Stock, par value $.01 per share, of the Company ("Common
Stock") at a price of $15.15626 per share at any time or from time to time
during the period from September 5, 1997 to September 4, 2002, but not later
than 5:00 p.m. New York City Time, on September 4, 2002. The number of shares
of Common Stock to be received upon the exercise of this Warrant and the price
to be paid for each share of Common Stock may be adjusted from time to time as
hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant Shares" and the exercise price of a share of Common Stock in
effect at any time and as adjusted from time to time is hereinafter sometimes
referred to as the "Exercise Price."
(a) EXERCISE OF WARRANT
(1) This Warrant may be exercised in whole or in part at any time or
from time to time on or after September 5, 1997 and until September 4, 2002 (the
"Exercise Period"), provided, however, that (i) if either such day is a day on
which banking institutions in the State of New York are authorized by law to
close, then on the next succeeding day which shall not be such a day, and (ii)
in the event of any merger, consolidation or sale of substantially all the
assets of the Company as an entirety, resulting in any distribution to the
Company's stockholders, prior to September 4, 2002, the Holder shall have the
right to exercise this Warrant commencing at such time through September 4, 2002
into the kind and amount of shares of stock and other securities and property
(including cash) receivable by a holder of the number of shares of Common Stock
into which this Warrant might have been exercisable immediately prior thereto.
This Warrant may be exercised by presentation and surrender hereof to the
Company at its principal office, or at the office of its stock transfer agent,
if any, with the Purchase Form
<PAGE>
annexed hereto duly executed and accompanied by payment of the Exercise Price
for the number of Warrant Shares specified in such form. As soon as
practicable after each such exercise of the warrants, but not later than
seven (7) days from the date of such exercise, the Company shall issue and
deliver to the Holder a certificate or certificate for the Warrant Shares
issuable upon such exercise, registered in the name of the Holder or its
designee. If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the rights of the Holder thereof to purchase the
balance of the Warrant Shares purchasable thereunder. Upon receipt by the
Company of this Warrant at its office, or by the stock transfer agent of the
Company at its office, in proper form for exercise, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such shares of Common
Stock shall not then be physically delivered to the Holder.
(2) At any time during the Exercise Period, the Holder may, at its
option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into
the number of Warrant Shares determined in accordance with this Section (a)(2),
by surrendering this Warrant at the principal office of the Company or at the
office of its stock transfer agent, accompanied by a notice stating such
Holder's intent to effect such exchange, the number of Warrant Shares to be
exchanged and the date on which the Holder requests that such Warrant Exchange
occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the
date specified in the Notice of Exchange or, if later, the date the Notice of
Exchange is received by the Company (the "Exchange Date"). Certificates for the
shares issuable upon such Warrant Exchange and, if applicable, a new warrant of
like tenor evidencing the balance of the shares remaining subject to this
Warrant, shall be issued as of the Exchange Date and delivered to the Holder
within seven (7) days following the Exchange Date. In connection with any
Warrant Exchange, this Warrant shall represent the right to subscribe for and
acquire the number of Warrant Shares (rounded to the next lower integer) equal
to (i) the number of Warrant Shares specified by the Holder in its Notice of
Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to
the quotient obtained by dividing (A) the product of the Total Number and the
existing Exercise Price by (B) the current market value of a share of Common
Stock. Current market value shall have the meaning set forth in Section (c)
below, except that for purposes hereof, the date of exercise, as used in such
Section (c), shall mean the Exchange Date.
(b) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.
(c) FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market value of a share, determined as follows:
(1) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such
exchange or
-2-
<PAGE>
listed for trading on the Nasdaq National Market, the
current market value shall be the last reported sale price of the
Common Stock on such exchange or market on the last business day
prior to the date of exercise of this Warrant or if no such sale
is made on such day, the average closing bid and asked prices for
such day on such exchange or market; or
(2) If the Common Stock is not so listed or admitted to
unlisted trading privileges, but is traded on the Nasdaq SmallCap
Market, the current Market Value shall be the average of the
closing bid and asked prices for such day on such market and if
the Common Stock is not so traded, the current market value shall
be the mean of the last reported bid and asked prices reported by
the National Quotation Bureau, Inc. on the last business day
prior to the date of the exercise of this Warrant; or
(3) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so
reported, the current market value shall be an amount not less
than book value thereof as at the end of the most recent fiscal
year of the Company ending prior to the date of the exercise of
the Warrant, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
(1) Restrictions on Transfer. Neither this Warrant, the Warrant
Shares issuable upon the exercise hereof nor any interest herein
or therein shall be transferable except upon the conditions
specified in this paragraph (d), which conditions are intended to
ensure compliance with the provisions of the Securities Act of
1933, as amended (the "Act"), in respect of any such transfer.
The holder hereof will cause any transferee of this Warrant, the
Warrant Shares or any interest herein or therein held by him to
agree to take and hold the Warrant, the Warrant Shares or an
interest herein or therein subject to the provisions and upon the
conditions specified in this paragraph (d).
2. Restrictive Legend. This Warrant and each Warrant
Share shall (unless otherwise permitted by the provisions of
subparagraph (d)(3)) include a legend in substantially the
following form:
Warrant Legend:
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND NEITHER THIS WARRANT NOR ANY
INTEREST HEREIN
-3-
<PAGE>
MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID
ACT AND THE RULES AND REGULATIONS THEREUNDER. BY ITS ACCEPTANCE
HEREOF, THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS
ACQUIRING THIS WARRANT FOR INVESTMENT AND AGREES TO COMPLY IN ALL
RESPECTS WITH PARAGRAPH (D) OF THIS WARRANT.
Warrant Share Legend:
THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND NEITHER THESE SHARES NOR ANY
INTEREST HEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION THEREFROM UNDER SAID ACT AND THE RULES AND
REGULATIONS THEREUNDER. BY ITS ACCEPTANCE HEREOF, THE
HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING
THESE SHARES FOR INVESTMENT AND AGREES TO COMPLY IN ALL
RESPECT WITH PARAGRAPH (D) OF THE WARRANT DATED AS OF
SEPTEMBER 5, 1997 PURSUANT TO WHICH THESE SHARES WERE
ISSUED.
(3) Notice of Proposed Transfers. The holder of this
Warrant or any Warrant Shares by acceptance hereof or thereof
agrees to comply in all respect with the provisions of this
paragraph (d). Prior to any proposed transfer of this Warrant or
any Warrant Shares which transfer is not made pursuant to an
effective registration statement, the holder hereof or thereof
shall give written notice to the Company of such holder's
intention to effect such transfer. Each such notice shall
describe the manner and circumstance of the proposed transfer in
reasonable detail, and shall be accompanied by (a) a written
opinion of counsel reasonably satisfactory to the Company,
addressed to the Company, to the effect that the proposed
transfer may be effected without registration under the Act or
(b) written assurance from the staff of the Securities and
Exchange Commission (the "Commission") that it will not recommend
that any action be taken by the Commission in the event such
transfer is effected without registration under the Act. Such
proposed transfer may be effected only if the Company shall have
received such notice and such opinion of counsel or written
assurance, whereupon the holder of this
-4-
<PAGE>
Warrant or the Warrant Shares shall be entitled to transfer this
Warrant or the Warrant Shares in accordance with the terms of the
notice delivered by the holder to the Company. Each certificate
evidencing this Warrant or the Warrant Shares transferred as above
provided shall bear the appropriate legend set forth in subparagraph
(d)(2), except that such certificate shall not bear such legend if
the option of counsel or written assurance referred to above is to
the further effect that neither such legend nor the restriction
on transfer in this Article are required to ensure compliance with
the Act.
(4) Termination of Conditions and Obligations. The
conditions precedent imposed by this paragraph (d) upon the
transferability of the Warrant Shares shall terminate as to any
particular Warrant Shares when such Warrant Shares shall have
been effectively registered under the Act and sold or otherwise
disposed of in accordance with the intended method of disposition
by the seller or sellers thereof set forth in the registration
statement covering such Warrant Shares or at such time as an
opinion of counsel as specified in subparagraph (3) shall have
been rendered to the effect set forth in the last sentence of
subparagraph (3).
(5) Upon receipt by the Company of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant,
and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation
of this Warrant, if mutilated, the Company will execute and
deliver a new Warrant of like tenor and date. Any such new
Warrant executed and delivered shall constitute an additional
contractual obligation on the part of the Company, whether or not
this Warrant so lost, stolen, destroyed or mutilated shall be at
any time enforceable by anyone.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time
and the number and kind of securities purchasable upon the exercise of the
Warrants shall be subject to adjustment from time to time upon the happening of
certain events as follows:
(1) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares, or (iii) combine or
reclassify its outstanding shares of Common Stock into a smaller
number of shares, the Exercise Price in effect at the time of the
record date for such dividend or distribution or of the effective
-5-
<PAGE>
date of such subdivision, combination or reclassification shall be adjusted
so that it shall equal the price determined by multiplying the
Exercise Price by a fraction, the denominator of which shall be the
number of shares of Common Stock outstanding after giving effect to
such action, and the numerator of which shall be the number of shares
of Common Stock outstanding immediately prior to such action. Such
adjustment shall be made successively whenever any event listed above
shall occur.
(2) Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Subsection (1) above, the number of
Shares purchasable upon exercise of this Warrant shall simultaneously
be adjusted by multiplying the number of Shares initially issuable
upon exercise of this Warrant by the Exercise Price in effect on the
date hereof and dividing the product so obtained by the Exercise
Price, as adjusted.
(3) No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least five cents
($0.05) in such price; provided, however, that any adjustments which by
reason of this Subsection (3) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment required to be
made hereunder. All calculations under this Section (f) shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case
may be. Anything in this Section (f) to the contrary notwithstanding, the
Company shall be entitled, but shall not be required, to make such changes
in the Exercise Price, in addition to those required by this Section (f),
as it shall determine, in its sole discretion, to be advisable in order
than any dividend or distribution in shares of Common Stock or any
subdivision, reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any Federal income tax liability to
the holders of Common Stock or securities convertible into Common Stock
(including Warrants).
(4) Whenever the Exercise Price is adjusted, as herein provided, the
Company shall promptly but no later than 10 days after any request for such
an adjustment by the Holder, cause a notice setting forth the adjusted
Exercise Price and adjusted number of Shares issuable upon exercise of each
Warrant, and, if requested, information describing the transactions giving
rise to such adjustments, to be mailed to the Holders at their last
addresses appearing in the Warrant Register, and shall cause a certified
copy thereof to be mailed to its transfer agent, if any.
(5) In the event that at any time, as a result of an adjustment made
pursuant to Subsection (1) above, the Holder of this Warrant thereafter
shall become entitled to receive any shares of the Company, other than
Common Stock, thereafter the number of such shares so receivable upon
exercise of this Warrant shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in this Section (f)
above.
-6-
<PAGE>
(6) Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon exercise of this Warrant,
Warrants theretofore or thereafter issued may continue to express the same
price and number and kind of shares as are stated in the similar Warrants
initially issuable pursuant to this Agreement.
(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted
as required by the provisions of the foregoing Section, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common Stock, if
any, and such other facts as shall be necessary to show the reason for and the
manner of computing such adjustment. Each such officer's certificate shall be
made available at all reasonable times for inspection by the holder or any
holder of a Warrant executed and delivered pursuant to Section (a) and the
Company shall, forthwith after each such adjustment, mail a copy by certified
mail of such certificate to the Holder or any such holder.
(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock or (ii) if the Company shall offer to the holders of
Common Stock for subscription or purchase by them any share of any class or any
other rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified mail to the Holder, at least fifteen days prior the
date specified in (x) or (y) below, as the case may be, a notice containing a
brief description of the proposed action and stating the date on which (x) a
record is to be taken for the purpose of such dividend, distribution or rights,
or (y) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution, liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other securities
shall receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.
(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in the case of any consolidation or merger of
the Company with or into another corporation (other than a merger with a
subsidiary in which merger the Company is the continuing corporation and which
does not result in any reclassification, capital reorganization or other change
of outstanding shares of Common Stock of the class issuable upon exercise of
this Warrant) or in the case of any sale, lease or conveyance to another
corporation of the property of the Company as an entirety, the Company shall, as
a condition precedent to such transaction, cause effective provisions to be made
so that the Holder shall have the right thereafter by exercising this Warrant at
any time prior to the expiration of the Warrant, to purchase the kind and amount
of shares of stock and other securities and property receivable upon such
-7-
<PAGE>
reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance.
Any such provision shall include provision for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Warrant. The foregoing provisions of this Section (i) shall similarly apply to
successive reclassifications, capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances.
In the event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection (1) of Section (f) hereof.
(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933.
(1) If at any time or from time to time, the Company shall determine
to register any of its securities, for its own account or the account of
its stockholders, other than a registration relating solely to employee
benefit plans, or a transaction relating solely to a transaction conducted
pursuant to Rule 145 under the Act, a transaction relating to solely the
sale of debt or convertible debt instruments or a registration on any form
(other than Form S-1, S-2 or S-3, or their successor forms) that does not
include substantially the same information s would be required to be
included in a registration statement covering the sale of shares of Common
Stock, the Company will: give to the Holder written notice thereof as soon
as practicable prior to filing the registration statement; and include in
such registration and in any underwriting involved therein, all the Warrant
Shares as shall have been requested by any other holders of the Common
Stock.
If the registration is for a registered underwritten public offering,
the Company shall so advise the Holder as part of the written notice given
pursuant to the preceding paragraph. In such event, the right of the
Holder to register pursuant to this paragraph (j) shall be condition upon
Holder's participation in such underwriting and the inclusion of such
Holder's Warrant Shares in the underwriting to the extent provided herein.
The Holder and other holders of the Company's Common Stock, to the extent
not in violation of any pre-existing rights of other holders of the
Company's Common Stock, shall, enter into an underwriting agreement along
with the Company in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other
provision of this paragraph (j), if the managing underwriter determines
that marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may limit the number of securities
in the offering to be included in the registration and underwriting. The
Company shall so advise the Holder and all other holders distributing their
securities through such underwriting pursuant to piggyback registration
rights similar to this paragraph (j), and the number of shares of Common
Stock and other securities that may be included in the registration and
8
<PAGE>
underwriting shall be allocated among the Holder and the holders in
proportion, as nearly as practicable, to the respective amounts of
registrable shares of Common Stock or other securities held by such
Holder and holders, and other securities held by other holders at the
time of filing the registration statement. If the Holder disapproves of
the terms of any such underwriting, he may elect to withdraw therefrom by
written notice to the Company and the managing underwriter. Any such
Warrant Shares excluded or withdrawn from such underwriting shall be
withdrawn from such registration.
The Company shall supply prospectuses and other documents as the
Holder may request in order to facilitate the public sale or other
disposition of the Warrants or Warrant Shares, qualify the Warrants and the
Warrant Shares for sale in such states as any such holder designates and do
any and all other acts and things which may be necessary or desirable to
enable such Holders to consummate the public sale or other disposition of
the Warrants or Warrant Shares, and furnish indemnification in the manner
as set forth in Subsection (2)(C) of this Section (j). Such holders shall
furnish information and indemnification as set forth in Subsection(2)(C) of
this Section (j), except that the maximum amount which may be recovered
from the Holder shall be limited to the amount of proceeds received by the
Holder from the sale of the Warrant Shares.
(2) The following provision of this Section (j) shall also be
applicable:
(A) Following the effective date of such Registration Statement,
the Company shall upon the request of any owner of Warrants and/or
Warrant Shares forthwith supply such a number of prospectuses meeting
the requirements of the Act, as shall be requested by such owner to
permit such holder to make a public offering of all Warrant Shares
forthwith supply such a number of prospectuses meeting the
requirements of the Act, as shall be requested by such owner to permit
such holder to make a public offering of all Warrant Shares from time
to time offered or sold to such holder, provided that such holder
shall from time to time furnish the Company with such appropriate
information (relating to the intentions of such holder) in connection
therewith as the Company shall request in writing. The Company shall
also use its best efforts to qualify the Warrant Shares for sale in
such states as such holder shall reasonably designate.
(B) The Company shall bear the entire cost and expense of any
registration of securities initiated by it under Subsection (1) of
this Section (J) notwithstanding that Warrants Shares subject to this
Warrant may be included in any such registration. Any holder whose
Warrant Shares are included in any such registration statement
pursuant to this Section (j) shall, however, bear the fees of his own
counsel and any registration fees, transfer taxes or underwriting
discounts or commissions applicable to the Warrant Shares sold by him
pursuant thereto.
(C) The Company shall indemnify and hold harmless each such
holder and each underwriter, within the meaning of the Act, who may
purchase from or
-9-
<PAGE>
sell for any such holder any Warrants and/or Warrant Shares from and
against any and all losses, claims, damages and liabilities caused by
any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any prospectus included
therein required to be filed or furnished by reason of this Section
(j) or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any such untrue statement
or alleged untrue statement or omission or alleged omission based upon
information furnished or required to be furnished in writing to the
Company by such holder or underwriter expressly for use therein, which
indemnification shall include each person, if any, who controls any
such underwriter within the meaning of such Act provided, however,
that the Company will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in said registration statement, said
preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information
furnished by such Holder or any other Holder, specifically for use in
the preparation thereof.
(D) Neither the giving of any notice by any holder nor making of
any request for prospectus shall impose upon such holder or owner
making such request any obligation to sell any Warrant Share, or
exercise any Warrants.
The Company's agreements with respect to Warrants in this Section (j) shall
continue in effect regardless of the exercise and surrender of this Warrant.
IDT Corporation
By: _____________________
Title:
[SEAL]
Dated As Of: September 5, 1997
Attest:
_______________________________
Secretary
-10-
<PAGE>
PURCHASE FORM
Dated __________, 19___
The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing ____ shares of Common Stock and hereby makes payment of
______ in payment of the actual price thereof.
____________________________
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name ______________________________________
(Please typewrite or print in block letters)
Address:___________________________________
Signature _________________________________
-11-
<PAGE>
ASSIGNMENT FORM
FOR VALUE RECEIVED, ______________ hereby sells, assigns and transfers unto
Name _________________________________
(Please typewrite or print in block letters)
Address ______________________________
the right to purchase Common Stock represented by this Warrant to the extent of
_____ shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint ________ as attorney, to transfer the same on the books
of the Company with full power of substitution in the premises.
Date __________, 19___
Signature ____________
-12-
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EXHIBIT 5.1
[LETTERHEAD OF IDT CORPORATION]
November 3, 1997
IDT Corporation
294 State Street
Hackensack, NJ 07601
RE: IDT CORPORATION FORM S-3 REGISTRATION STATEMENT (NO. 333-37141)
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 with respect to
the 1,849,871 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 the Debenture Investors
(as defined in the Registration Statement), Mr. David Turock and Prime Leasing,
Inc. 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
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to Registration Statement No. 333-37141 on Form S-3 and related
Prospectus of IDT Corporation for the registration of 1,849,871 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
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Ernst & Young LLP
New York, New York
October 27, 1997
