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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
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IDT Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
448947101
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(CUSIP Number)
David L. Turock
InterExchange, Inc.
225 Old New Brunswick Road, Suite 300
Piscataway, New Jersey 08854
Tel. (732) 435-3804
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 6, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 13D Page of Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
DAVID L. TUROCK
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
U.S.
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Number of Shares (7) Sole Voting
Beneficially Owned Power 312,500
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting 1,567,856*
Power *See Item 5(b) below.
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(9) Sole Dispositive
Power 1,880,356
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,880,356
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
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(13) Percent of Class Represented by Amount in Row (11)
8.4%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
Item 1.
The title of the class of equity securities to which this statement
relates is the Common Stock, $.01 par value, of IDT Corporation, having its
principal office located at 190 Main Street, Hackensack, New Jersey 07601
("IDT").
Item 2.
(a) The name of the person filing this statement is David L. Turock.
(b) His business address is: InterExchange, Inc., 225 Old New
Brunswick Road, Suite 300, Piscataway, New Jersey 08854.
(c) Mr. Turock serves as a Director of Technology of InterExchange,
Inc. ("IX"), 225 Old New Brunswick Road, Suite 300, Piscataway,
New Jersey 08854, which is a wholly-owned subsidiary of IDT. Mr.
Turock also serves as Director of Technology for IDT.
(d) Mr. Turock has not, during the last five (5) years, been
convicted in a criminal proceeding.
(e) Mr. Turock has not, during the last five (5) years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as the result of which he was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or found in any violation with
respect to such laws.
(f) Mr. Turock is a citizen of the United States.
Item 3.
The consideration used in acquiring the securities of IDT was the
shares of IX Common Stock owned by Mr. Turock, which were exchanged for shares
of IDT's Common Stock in connection with the merger of IX and ADM Corp., a
wholly-owned subsidiary of IDT, pursuant to which ADM Corp. was merged with
and into IX and IX became a wholly-owned subsidiary of IDT. In addition, of
the shares of IDT common stock beneficially owned by Mr. Turock, 312,500
shares were acquired as part of the consideration received in exchange for
the stock of Rock Enterprises, Inc. owned by Mr. Turock and transferred to
IDT pursuant to an agreement dated September 8, 1997.
Item 4.
The purpose of the transaction was to enable Mr. Turock to liquidate
his investment in IX, a privately held company, and receive in exchange therefor
shares of IDT's Common Stock having certain registration rights. Mr. Turock has
no present plans or proposals which relate to
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or would result in any of the matters set forth in subsections (a) through (j)
of the instructions to Item 4 of Schedule 13D.
Item 5.
(a) The number of IDT shares held by Mr. Turock is 1,880,356 shares,
equaling 8.4 percent of the outstanding shares of the Common
Stock of the Issuer.
(b) Pursuant to a Power of Attorney executed by Mr. Turock, sole
power to vote 1,567,856 shares of the stock has been granted to
Howard Jonas, President of IDT.
Mr. Jonas' power of attorney expires with respect to 1,344,726 of
the shares as are released, from time to time, from the lock-up
provisions of the Agreement and Plan of Merger dated April 7,
1998, pursuant to which the shares of IDT Common Stock were
issued. The Merger Agreement provides that 20% of the total shall
be released from the lock-up on each of the following dates: six
months after closing; 18 months after closing; 30 months after
closing; 42 months after closing and 54 months after closing.
In addition, 223,130 shares are held in a separate escrow to
indemnify IDT in the event of a breach of certain representations
and warranties in the Merger Agreement. Mr. Jonas' power of
attorney expires as to one half of the escrowed shares when they
are released from escrow three (3) years after closing and as to
the other half when they are released 54 months after closing.
(c) Except for the shares of IDT Common Stock received in connection
with the merger, Mr. Turock did not have any transactions in IDT
Common Stock within the past sixty (60) days.
Item 6.
Other than the Power of Attorney granted to Howard Jonas, as more
particularly described in Item 5(b), there are no contracts, arrangements,
understandings or relationships between Mr. Turock and any other person in
respect to the items set forth in the instructions to Item 6 of Schedule 13D.
Item 7.
See Exhibit 7(a) annexed to this Schedule 13D.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
5/8/98
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(Date)
/s/ David Turock
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(Signature)
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EXHIBIT 7(a)
POWER OF ATTORNEY
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IDT CORPORATION
Irrevocable Proxy
The undersigned agrees to, and hereby grants to Howard Jonas an
irrevocable proxy pursuant to the provisions of Section 212 of the Delaware
General Corporation Law to vote, or to execute and deliver written consents or
otherwise act with respect to, all shares of capital stock (the "Stock") of
IDT CORPORATION (the "Corporation") issued to the undersigned pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of
April 7, 1998, by and among the Corporation, and each of InterExchange, Inc.
("IX"), a Delaware corporation, ADM Corp., a Delaware corporation and a
wholly owned subsidiary of the Corporation, and David Turock, Eric Hecht,
Richard Robbins (collectively, "Sellers"), Bradley Turock, Wai Nam Tam, Mary
Jo Altom and Lisa Mikulyrec (collectively, "Technology Sellers") as fully,
to the same extent and with the same effect as the undersigned might or could
do under any applicable laws or regulations governing the rights and powers of
shareholders of a Delaware corporation, including but not limited to the
election of directors of the Corporation. The undersigned hereby affirms that
this proxy is given as a consideration of the Merger Agreement and as such is
coupled with an interest and is irrevocable. It is further understood by the
undersigned that this proxy may be exercised by Howard Jonas for the period
beginning the Effective Time as defined in the Merger Agreement and ending on
the date immediately preceding such date as constitutes the end of the
respective lock-up period for such securities, as set forth in Subsections
(i)-(v) of Section 5.12(a) and Section 5.12(c) and 5.12(d) of the Merger
Agreement.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE
AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this 7th day of April, 1998.
/s/ David Turock
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David Turock
