As filed with the Securities and Exchange Commission on March 1, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IDT Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3415036
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(State of Incorporation) (I.R.S. Employer Identification No.)
190 Main Street
Hackensack, New Jersey 07601
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(Address of Principal Executive Offices, Including Zip Code)
1996 Stock Option and Incentive Plan,
as Amended and Restated, of IDT Corporation
- -------------------------------------------------------------------------------
(Full Title of the Plan)
Howard S. Jonas
Chairman and Chief Executive Officer
IDT Corporation
190 Main Street
Hackensack, New Jersey 07601
(201) 928-1000
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(Name, Address and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Joyce J. Mason, Esq.
General Counsel and Secretary
IDT Corporation
190 Main Street
Hackensack, New Jersey 07601
(201) 928-1000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration
Per Share Price Fee
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Common Stock, par value 1,500,000 $12.00(2) $18,000,000.00 $5,004.00
$.01 per share(1)
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</TABLE>
(1) Includes 1,500,000 shares reserved for issuance under the 1996 Stock Option
and Incentive Plan, as Amended and Restated, plus such additional
indeterminate number of shares of the Common Stock as may be issuable
pursuant to certain antidilution adjustment provisions thereof.
(2) Estimated pursuant to Rules 457 (c) and (h) under the Securities Act of
1933, as amended, based upon the average of the high and low prices of the
Common Stock on the Nasdaq National Market on February 25, 1999.
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<PAGE>
PART II
EXPLANATORY NOTE
This Registration Statement is being filed to register the 1,500,000
additional shares of the Registrant's common stock that have been reserved for
issuance under the Registrant's 1996 Stock Option and Incentive Plan, as Amended
and Restated (the "Plan") pursuant to an amendment to the Plan that was
authorized by the stockholders of the Company on December 16, 1998. Except with
respect to the Items set forth below, which include additional information, this
Registration Statement incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (file no. 333-19727), filed with
the Commission on January 14, 1997.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, IDT Corporation, a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this registration
statement.
(a) The Company's Annual Report on Form 10-K/A for the fiscal year
ended July 31, 1998, as amended;
(b) The Company's Quarterly Report on Form 10-Q for the three months
ended October 31, 1998, as amended;
(c) The Company's Report on Form 8-K filed on May 21, 1998, as amended;
and
(d) The description of the common stock, par value $.01 per share (the
"Common Stock"), of the Company set forth as Item 1 under the caption
"Description of Securities" in the Company's Registration Statement on
Form 8-A, dated March 5, 1996, filed pursuant to Section 12(g) of the
Exchange Act and declared effective by the Commission on March 15,
1996, including any amendment or report filed for the purpose of
updating such information.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. 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 registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
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<PAGE>
Certain legal matters with respect to the Common Stock will be passed
on by Joyce J. Mason, Esq. Ms. Mason is Secretary, General Counsel and a
Director of the Company and is the beneficial owner of 100,700 shares of Common
Stock, including 6,000 shares held by members of her immediate family and 85,200
shares issuable upon the exercise of employee stock options granted pursuant to
the plans referred to in this Registration Statement.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides that, to the extent
permitted by the Delaware General Corporation Law ("DGCL"), directors of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director. Section 102(7) of
the DGCL, however, states that such a provision may not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the Company of its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, relating to unlawful dividends, distributions or the
repurchase or redemption of stock or (iv) for any transaction from which the
director derives an improper personal benefit.
The Company's By-Laws provide that the Company shall indemnify and hold
harmless, to the fullest extent permitted by the DGCL, any person against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred in connection with any threatened,
pending or completed legal proceedings in which such person is involved by
reason of the fact that he is or was a director, officer, employee or agent of
the Company (or serving in any such capacity with another business organization
at the request of the Company) if he acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, if he had no
reasonable cause to believe that his conduct was unlawful. If the legal
proceeding, however, is by or in the right of the Company, such director,
officer, employee or agent may not be indemnified in respect of any claim, issue
or matter as to which he shall have been adjudged to be liable to the Company
unless a court determines otherwise.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.01 to the Registration
Statement on Form S-1 of the Company (File No. 333-00204)).
4.2 By-Laws of the Company (incorporated by reference to Exhibit
3.02 to the Registration Statement on Form S-1 of the Company
(File No. 333-00204)).
4.3 1996 Stock Option and Incentive Plan, as Amended and Restated,
of IDT Corporation (incorporated by reference to Exhibit A of
the Company's Proxy Statement on Schedule 14A, filed with the
Commission on November 25, 1998.
4.4 Form of Stock Option Agreement under the Amended and Restated
1996 Stock Option and Incentive Plan (incorporated by
reference to Exhibit 10.16 to the Registration Statement on
Form S-1 of the Company (File No. 333-18901)).
*5.1 Legal Opinion of Joyce J. Mason, Esq.
II-2
<PAGE>
23.1 Consent of Joyce J. Mason, Esq. (included in
Exhibit 5.1 hereto).
*23.2 Consent of Ernst & Young LLP
*23.3 Consent of Amper, Politziner & Mattia P.A.
24.1 Powers of Attorney (included in Signature Pages)
-----------------------------
* Filed herewith.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in the registration statement;
and
(iii) to include any material information 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.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
will not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities
Exchange Commission by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act 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.
(c) 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
II-3
<PAGE>
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange 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.
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<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-8 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 February 26,
1999.
IDT CORPORATION
By: /s/ Howard S. Jonas
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Howard S. Jonas
Chairman and Chief Executive Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Howard S. Jonas and James A.
Courter, and each of them, each with full power to act without the other, his or
her true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign any amendments to this
registration statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact and agents, or their substitute or substitutes,
may do or cause to be done by virtue hereof.
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 Titles Date
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<S> <C> <C>
/s/ Howard S. Jonas Chairman and Chief Executive Officer February 26, 1999
- ---------------------------- (Principal Executive Officer)
Howard S. Jonas
/s/ James A. Courter President and Director (Principal Executive February 26, 1999
- ---------------------------- Officer)
James A. Courter
/s/ Hal Brecher Chief Operating Officer and Director February 26, 1999
- ----------------------------
Hal Brecher
/s/ Stephen R. Brown Chief Financial Officer (Principal Financial February 26, 1999
- ---------------------------- and Accounting Officer)
Stephen R. Brown
/s/ Marc E. Knoller Director February 26, 1999
- ----------------------------
Marc E. Knoller
/s/ Joyce J. Mason Director February 26, 1999
- ----------------------------
Joyce J. Mason
/s/ Howard S. Balter Director February 26, 1999
- ----------------------------
Howard S. Balter
Director
- ----------------------------
Meyer A. Berman
/s/ J. Warren Blaker Director February 26, 1999
- ----------------------------
J. Warren Blaker
/s/ Denis A. Bovin Director February 26, 1999
- ----------------------------
Denis A. Bovin
/s/ James Mellor Director February 26, 1999
- ----------------------------
James Mellor
/s/ Elmo R. Zumwalt, Jr. Director February 26, 1999
- ----------------------------
Elmo R. Zumwalt, Jr.
</TABLE>
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EXHIBIT 5.1
February 26, 1999
IDT Corporation
190 Main Street
Hackensack, New Jersey 07601
Re: IDT Corporation--Registration Statement on Form S-8
Dear 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 in
connection with the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "SEC") in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
1,500,000 shares of the Company's common stock, par value $.01 (the "Common
Stock"), which will be issuable under the Company's 1996 Stock Option and
Incentive Plan, as Amended and Restated (the "Plan").
As your counsel in connection with the Registration Statement, I have
examined the proceedings taken by you in connection with the adoption of the
Plan and the authorization of the issuance of the shares of Common Stock under
the Plan (the "Plan Shares") and such documents as I have deemed necessary to
render this opinion.
Based upon the foregoing, it is my opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable shares of Common Stock.
I consent to the use of this Opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Joyce J. Mason
-------------------------
Joyce J. Mason
Secretary and General Counsel
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of IDT Corporation ("IDT") for the registration of 1,500,000 shares of
its common stock pertaining to the 1996 Stock Option and Incentive Plan of IDT,
as Amended and Restated, of our report dated September 28, 1998 with respect to
the consolidated financial statements and schedule of IDT included in its Annual
Report on Form 10-K/A for the year ended July 31, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
--------------------------
ERNST & YOUNG LLP
New York, New York
February 25, 1999
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of IDT Corporation ("IDT") for the registration of 1,500,000 shares of
its common stock pertaining to the 1996 Stock Option and Incentive Plan, as
Amended and Restated, of our report dated April 28, 1998, with respect to the
financial statements of InterExchange, Inc. and combined affiliates as of
December 31, 1997, 1996, and 1995 and for the three years then ended, which is
included in the Form 8-K/A filed by IDT on May 26, 1998.
Amper, Politziner & Mattia P.A.
Edison, New Jersey
February 25, 1999
