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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 12, 1998
IDT CORPORATION
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(Exact name of Registrant as Specified in its Charter)
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<S> <C> <C>
DELAWARE 0-27898 22-3415036
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(State or Other Jurisdiction (Commission File No.) (IRS Employer Identification No.)
of Incorporation)
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190 MAIN STREET, HACKENSACK, NEW JERSEY 07601
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(Address of Principal Executive Offices) (Zip Code)
(201) 928-1000
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(Registrant's Telephone Number, Including Area Code)
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INFORMATION TO BE INCLUDED IN REPORT
ITEM 5. OTHER EVENTS.
On February 12, 1998, the Registrant issued a press release
announcing the private placement of $100,000,000 aggregate principal amount of 8
3/4 % Senior Notes due 2006 pursuant to an Indenture between the Registrant and
First Trust National Association, as trustee thereunder.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
Exhibit Description
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No.
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99.1 IDT Corporation Press Release, dated February 12,
1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IDT CORPORATION
By /s/ Joyce J. Mason
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Joyce J. Mason
Secretary and General Counsel
Date: February 19, 1998
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EXHIBIT INDEX
Exhibit No. Description
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99.1 IDT Corporation Press Release, dated February 12, 1998.
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[IDT Letterhead]
IDT Corporation Completes Rule 144A Offering of $100 Million of Senior Notes
HACKENSACK, NJ - February 12, 1998 - IDT Corporation (NASDAQ: IDTC) today
announced that it has completed an offering of $100 million principal amount
of its 8.75% Senior Notes due 2006. IDT is offering the Senior Notes pursuant
to Rule 144A and Regulation S under the Securities Act of 1933, as amended,
and will not register the Notes upon initial issuance. The closing of the
offering is expected to take place on February 18, 1998.
IDT intends to use the proceeds from the sale of the notes for the expansion
of its international and domestic telecommunications network, product
development expansion of its sales and marketing activities, and working
capital and other general corporate purposes. In addition, the Company may
use the proceeds from the sale of the Notes offered by the Company hereby for
acquisitions of complementary products, technologies or businesses.
The initial purchasers will offer the Notes only to Qualified Institutional
Buyers as permitted under Rule 144A of the Securities Act and to certain
persons in reliance on Regulation S under the Securities Act. The Notes
initially will not be registered under the Securities Act and may not be sold
in the United States absent registration or an exemption from the
registration requirements of the Securities Act. This press release does not
constitute an offer to sell or the solicitation of an offer to buy the Notes.
The offering has been underwritten by BT Alex Brown, Hambrecht & Quist,
Jefferies & Co., and Friedman, Billings, Ramsey & Co. IDT is a leading
emerging multinational carrier that combines its position as an
international telecommunications operator, its experience as an Internet
service provider and its leading position in Internet telephony to provide a
broad range of telecommunications services to its wholesale and retail
customers worldwide. The Company provides its customers with integrated and
competitively priced international and domestic long distance, Internet
access and, through its Net2Phone product offerings, Internet telephony
services.
This release contains forward looking statements, which include IDT's plan to
implement its growth strategy, improve its financial performance, expand its
infrastructure, develop new products and services, expand its sales force,
expand its customer base and enter international markets. Such
forward-looking statements also include IDT's expectations concerning factors
affecting the markets for its products,such as demand for long distance
telecommunications Internet access, and online services and Internet
telephony services. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected. IDT assumes no obligation to update such forward-looking
statements or to update the reasons actual results could differ materially
from those anticipated in any forward-looking statements made by IDT, due to,
among other things, those factors identified in Part I of IDT's Annual Report
on Form 10-K for the fiscal year ended July 31, 1997, as amended.
