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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 6, 1998
IDT CORPORATION
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(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-27898 22-3415036
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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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EXPLANATORY NOTE
The purpose of this filing is to amend and refile Exhibit 23.1 to Amendment
No. 1 to the Registrant's Current Report on Form 8-K, which was filed with the
Commission on May 26, 1998. Such Current Report relates to the transactions
contemplated by the Agreement and Plan of Merger, dated April 7, 1998, pursuant
to which the parties thereto agreed that a wholly owned subsidiary of the
Registrant would be merged with and into InterExchange, Inc., a Delaware
corporation ("IX"), and that IX would become a wholly owned subsidiary of the
Registrant.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS:
EXHIBIT NO. DESCRIPTION
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2.1* Agreement and Plan of Merger, dated April 7, 1998, by and among
the Registrant, ADM Corp., a wholly owned subsidiary of the
Registrant, IX, David Turock, Eric Hecht, Richard Robbins,
Bradley Turock, Wai Nam Tam, Mary Jo Altom and Lisa Mikulynec.
(incorporated by reference from Exhibit 2.1 of the Registrant's
Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on April 22, 1998).
23.1 Consent of Amper, Politziner & Mattia P.A.
99.1* The Combined Financial Statements of InterExchange, Inc. and
Combined Affiliates as of December 31, 1997, 1996 and 1995 and
for the three years ended December 31, 1997.
99.2* The Unaudited Combined Financial Statements of InterExchange,
Inc. and Combined Affiliates as of March 31, 1998 and March 31,
1997 and for the three months ended March 31, 1998 and March 31,
1997.
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* Previously filed.
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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 Mason
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Joyce Mason
General Counsel and Secretary
Date: September 29, 1998
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Exhibit 23.1
Independent Auditor's Consent
We consent to the filing of our report dated April 28, 1998 on the
financial statements of InterExchange, Inc. and Combined Affiliates as of
December 31, 1997, 1996 and 1995 and for the years then ended, which is included
in Form 8-K/A filed by IDT Corporation (the "Company") on May 26, 1998,
including the incorporation by reference of such report in the Company's
Registration Statements in the manner provided by the Securities Act of 1933, as
amended, and the rules and regulations thereunder, and the reference to our name
under the caption "Experts" in the prospectus filed pursuant to the Company's
Registration Statement on Form S-3, file number 333-37141.
/s/ Amper, Politziner & Mattia P.A.
September 28, 1998
Edison, New Jersey
