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As filed with the Securities and Exchange Commission on November 2, 2000
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.)
520 Broad Street
Newark, New Jersey 07102
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(Address of Principal Executive Offices, Including Zip Code)
IDT Corporation 1996 Stock Option and Incentive Plan, as Amended and Restated
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(Full Title of the Plan)
Howard S. Jonas
Chairman and Chief Executive Officer
IDT Corporation
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000
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(Name, Address and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:
Joyce J. Mason, Esq.
General Counsel and Secretary
IDT Corporation
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Offering Registration
Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share 1,500,000 $31.8125 (2) $47,718,750 $12,597.75
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(1) This Registration Statement shall also cover such additional indeterminate
number of shares of the Registrant's Common Stock as may be issuable
pursuant to the anti-dilution adjustment provisions of the Registrant's
1996 Stock Option and Incentive Plan, as Amended and Restated.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and 457(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-Amex National Market on October 27, 2000.
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EXPLANATORY NOTE
The 1,500,000 shares covered by this Registration Statement represent
additional shares of the Registrant's common stock, par value $0.01 per share
(the "Common Stock"), that have been reserved for issuance from time to time
under its 1996 Stock Option and Incentive Plan, as Amended and Restated, as a
result of an amendment increasing the number of shares of Common Stock reserved
for issuance thereunder from 3,300,000 to 4,800,000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to General Instruction E to Form S-8, Part I is not filed as part
of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's Form S-8 Registration Statement (File No. 333-19727) filed with the
Securities and Exchange Commission on January 14, 1997 are incorporated by
reference into this Registration Statement.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 5. Interests of Named Experts and Counsel
Certain legal matters with respect to the Common Stock will be passed on
by Joyce J. Mason, Esq. Ms. Mason is a Senior Vice President, Secretary, General
Counsel and a Director of the Company and is the beneficial owner of 105,440
shares of Common Stock, including 5,305 shares held by members of her immediate
family and 90,200 shares issuable upon the exercise of employee stock options
granted pursuant to the plans referred to in this Registration Statement.
Item 8. Exhibits.
Pursuant to General Instruction E to Form S-8, only the following exhibits
are required:
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Exhibit Number Description
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<S> <C>
4.1 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company (incorporated by reference to
Exhibit C of the Schedule 14C of the Company (File No. 000-
27898), filed on June 12, 2000.
5.1 Opinion of Joyce J. Mason, Esq.
23.1 Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included in the Signature Pages to this Registration Statement)
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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 Newark, State of New Jersey, on October 30, 2000.
IDT CORPORATION
By: /s/ Howard S. Jonas
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Howard S. Jonas
Chairman and Chief Executive Officer
POWER OF ATTORNEY
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 all 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 or his or her substitute or substitutes,
may lawfully 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 indicated on this 30th day of October, 2000.
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Signature Titles
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<S> <C>
/s/ Howard S. Jonas Chairman and Chief Executive Officer
------------------------------------------ (Principal Executive Officer)
Howard S. Jonas
/s/ James A. Courter Vice Chairman and President
------------------------------------------ (Principal Executive Officer)
James A. Courter
/s/ Hal Brecher Chief Operating Officer and Director
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Hal Brecher
/s/ Stephen R. Brown Chief Financial Officer and Director
------------------------------------------ (Principal Financial and Accounting Officer)
Stephen R. Brown
/s/ Joyce J. Mason Director
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Joyce J. Mason
/s/ Marc E. Knoller Director
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Marc E. Knoller
/s/ Moshe Kaganoff Director
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Moshe Kaganoff
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2
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Signature Title
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/s/ Geoffrey Rochwarger Director
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Geoffrey Rochwarger
/s/ Meyer A. Berman Director
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Meyer A. Berman
/s/ J. Warren Blaker Director
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J. Warren Blaker
/s/ Denis A. Bovin Director
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Denis A. Bovin
/s/ Saul K. Fenster Director
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Saul K. Fenster
/s/ William Arthur Owens Director
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William Arthur Owens
/s/ William F. Weld Director
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William F. Weld
3
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Page No.
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<S> <C> <C>
4.1 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company (incorporated by reference to Exhibit
C of the Schedule 14C of the Company (File No. 000-27898), filed
on June 12, 2000.
5.1 Legal Opinion of Joyce J. Mason, Esq. 5
23.1 Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto). 5
23.2 Consent of Ernst & Young LLP 6
24.1 Power of Attorney (included in the Signature Pages to this Registration Statement)
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