<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1998
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
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)
<TABLE>
<S> <C>
DELAWARE 22-3415036
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
</TABLE>
--------------------------
190 MAIN 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
190 MAIN 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:
<TABLE>
<S> <C> <C>
IRA A. GREENSTEIN, ESQ. JOYCE MASON, ESQ. ROBERT W. SMITH, JR., ESQ.
MORRISON & FOERSTER LLP GENERAL COUNSEL PIPER & MARBURY L.L.P.
1290 AVENUE OF THE AMERICAS IDT CORPORATION 36 SOUTH CHARLES STREET
NEW YORK, NEW YORK 10104-0050 190 MAIN STREET BALTIMORE, MARYLAND 21201
(212) 468-8000 HACKENSACK, NEW JERSEY 07601 (410) 539-2530
(201) 928-1000
</TABLE>
------------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
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. / /
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. /X/ 333-43501
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 CHART
<TABLE>
<CAPTION>
NUMBER OF PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SHARES TO BE OFFERING PRICE AGGREGATE OFFERING
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE
<S> <C> <C> <C>
Common Stock, par value $.01 per share 503,750 $24.875(1) $12,530,781
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Common Stock, par value $.01 per share $3,697(2)
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457 promulgated under the Securities Act of
1933.
(2) 4,815,000 shares were previously registered under Registration Statement No.
333-43501, in connection with which the Registrant paid aggregate filing
fees of $28,158.
------------------------------
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information set forth in (i) the Registration Statement on Form S-3
filed by the Company with the Securities and Exchange Commission (File No.
333-43501) pursuant to the Securities Act of 1933, as amended, and (ii) the
related Prospectus filed under Rule 424(b)(4), is incorporated by reference
herein.
<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 January 29, 1998.
IDT CORPORATION
BY: /S/ HOWARD S. BALTER
-----------------------------------------
Howard S. Balter
CHIEF OPERATING OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
<S> <C> <C>
Chairman and Chief
* Executive Officer
- ---------------------------- (Principal Executive January 29, 1998
Howard S. Jonas Officer)
* President and Director
- ---------------------------- (Principal Executive January 29, 1998
James Courter Officer)
/s/ HOWARD S. BALTER Chief Operating Officer and
- ---------------------------- Director (Principal January 29, 1998
Howard S. Balter Financial Officer)
* Chief Financial Officer
- ---------------------------- (Principal Accounting January 29, 1998
Stephen R. Brown Officer)
* Director
- ---------------------------- January 29, 1998
Marc E. Knoller
* Director
- ---------------------------- January 29, 1998
Joyce J. Mason
Director
- ----------------------------
Meyer A. Berman
Director
- ----------------------------
J. Warren Blaker
Director
- ----------------------------
James Mellor
Director
- ----------------------------
Elmo R. Zumwalt
* Director
- ---------------------------- January 29, 1998
Hal Brecher
/s/ HOWARD S. BALTER
- ----------------------------
* By Howard S. Balter, as Attorney-in-fact
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TABLE
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1* Power of Attorney
</TABLE>
- ------------------------
* Incorporated by reference to Registration Statement on Form S-3 (File No.
333-43501).
<PAGE>
Exhibit 5.01
[LETTERHEAD OF MORRISON & FOERSTER LLP]
January 29, 1998
IDT Corporation
190 Main Street
Hackensack, New Jersey 07601
Re: Registration Statement on Form S-3 (File No. 333- )
Dear Ladies and Gentlemen:
At your request, we have examined the Registration Statement (the
"Registration Statement") on Form S-3 filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"), filed by IDT
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission relating to the registration under the Securities Act of
503,750 shares of the Company's common stock, par value $.01 per share (the
"Stock"). The Registration Statement includes (i) up to 478,750 authorized but
unissued shares being offered by the Company and (ii) up to 25,000 shares being
offered by a stockholder of the Company (the "Selling Stockholder") upon
conversion of 25,000 shares of the Company's Class A Stock presently held by
him. The Stock will be sold to certain underwriters for resale to the public.
As counsel to the Company, we have examined the proceedings taken and
proposed to be taken by the Company in connection with the proposed issuance and
sale by the Company of the Stock and the sale of Stock by the Selling
Stockholder. We have also examined (i) the Registration Statement and (ii) the
Registration Statement on Form S-3 (File No. 333-43501) filed by the Company on
December 30, 1997, Amendment No. 1 thereto filed on January 6, 1998, and
Amendment No. 2 thereto filed on January 28, 1998.
We are of the opinion that (a) the shares of Stock to be offered and sold by
the Company have been duly authorized and, when issued and sold by the Company
in the manner described in the Registration Statement and in accordance with the
resolutions adopted by the Board of Directors of the Company, will be validly
issued, fully paid and nonassessable and (b) the shares of Stock to be offered
and sold by the Selling Stockholder have been duly authorized and, upon the
conversion of 25,000 shares of the Company's Class A Stock currently held by him
in accordance with the Company's Restated Certificate of Incorporation, will be
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
Morrison & Foerster LLP
<PAGE>
Exhibit 23.01
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 333- ) of IDT Corporation for the registration of 503,750
shares of common stock 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), as amended, for the year ended July 31, 1997,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
January 28, 1998
