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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NET2PHONE, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
64108N10
-------------------------------------------------------------
(CUSIP Number)
JOYCE J. MASON, ESQ.
GENERAL COUNSEL AND SECRETARY
IDT CORPORATION
520 BROAD STREET
NEWARK, NEW JERSEY 07102
(201) 928-4484
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 11, 2000
-------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d- 1(g), check
the following box [x].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*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.
<PAGE>
------------------ ------------------
CUSIP No. 64108N10 Page 2 of 11 Pages
------------------ ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. IDT INVESTMENTS INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 88-0469107
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
________________________________________________________________________________
7 SOLE VOTING POWER 9,996,750
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 28,896,750*
OWNED BY See Items 4 and 6
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER 9,996,750
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 28,896,750*
See Items 4 and 6
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750*
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.8%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
________________________________________________________________________________
* All of the subject shares, including such shares beneficially owned by
ITelTech, LLC may be deemed to be beneficially owned, for the purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), by IDT Investments Inc. by virtue of the Voting Agreement (as defined
herein) referred to in this statement on Schedule 13D. The filing of this
Statement on Schedule 13D shall not be construed as an admission by IDT
Investments Inc. that it is, for the purposes of Section 13(d) of the Exchange
Act, the beneficial owner of the subject shares as to which it does not have
sole voting and dispositive power.
** All the shares beneficially held by the Reporting Person are shares of Class
A Common Stock, par value $0.01 per share, of the Issuer ("Class A Stock"). Each
share of Class A Stock is convertible into one share of Common Stock, par value
$0.01 per share, of the Issuer ("Common Stock") without consideration being paid
therefor. Each share of Class A Stock has two votes per share and each share of
Common Stock has one vote per share.
<PAGE>
------------------ ------------------
CUSIP No. 64108N10 Page 3 of 11 Pages
------------------ ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. IDT CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 22-3415036
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
________________________________________________________________________________
7 SOLE VOTING POWER 9,996,750
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 28,896,750*
OWNED BY See Items 4 and 6
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER 9,996,750
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 28,896,750*
See Items 4 and 6
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750*
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.8%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
________________________________________________________________________________
* All of the subject shares, including such shares beneficially owned by
ITelTech, LLC may be deemed to be beneficially owned, for the purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), by IDT Corporation by virtue of the Voting Agreement (as defined herein)
referred to in this statement on Schedule 13D. The filing of this Statement on
Schedule 13D shall not be construed as an admission by IDT Corporation that it
is, for the purposes of Section 13(d) of the Exchange Act, the beneficial owner
of the subject shares as to which it does not have sole voting and dispositive
power.
** All the shares beneficially held by the Reporting Person are shares of Class
A Stock. Each share of Class A Stock is convertible into one share of Common
Stock without consideration being paid therefor. Each share of Class A Stock has
two votes per share and each share of Common Stock has one vote per share.
<PAGE>
------------------ ------------------
CUSIP No. 64108N10 Page 4 of 11 Pages
------------------ ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. HOWARD S. JONAS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
________________________________________________________________________________
7 SOLE VOTING POWER 9,996,750
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 28,896,750*
OWNED BY See Items 4 and 6
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER 9,996,750
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 28,896,750*
See Items 4 and 6
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750*
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.8%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
________________________________________________________________________________
* All of the subject shares, including such shares beneficially owned by
ITelTech, LLC may be deemed to be beneficially owned, for the purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), by Howard S. Jonas by virtue of the Voting Agreement (as defined herein)
referred to in this statement on Schedule 13D. The filing of this Statement on
Schedule 13D shall not be construed as an admission by Howard S. Jonas that he
is, for the purposes of Section 13(d) of the Exchange Act, the beneficial owner
of the subject shares as to which he does not have sole voting and dispositive
power.
** All the shares beneficially held by the Reporting Person are shares of Class
A Stock. Each share of Class A Stock is convertible into one share of Common
Stock without consideration being paid therefor. Each share of Class A Stock has
two votes per share and each share of Common Stock has one vote per share.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock, par value $0.01 per
share ("Common Stock"), of Net2Phone, Inc., a Delaware corporation
("Net2Phone"). The principal executive offices of Net2Phone are located at 171
Main Street, Hackensack, New Jersey 07601.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(b) IDT Investments Inc. is a Nevada corporation ("IDT
Investments"). IDT Investments is a holding company and a wholly owned
subsidiary of IDT. The address of its principal office and principal place of
business is 2325B Renaissance Drive, Las Vegas, Nevada 89119.
IDT Corporation is a Delaware corporation ("IDT"), which provides
telecommunications and Internet services to wholesale and retail customers. The
address of its principal office and principal place of business is 520 Broad
Street, Newark, New Jersey 07102.
Howard S. Jonas is the Chief Executive Officer, Chairman of the Board
of Directors and Treasurer of IDT. The address of his principal office and
principal place of business is 520 Broad Street, Newark, New Jersey 07102.
(c) The name, business address, and principal occupation of each
executive officer and director of IDT Investments and IDT is set forth in
Exhibits 1 and 2 hereto and incorporated herein by reference.
(d) During the last five years, neither of the Reporting Persons, nor
to the best of IDT Investments's knowledge, any of IDT Investments' directors
or executive officers, nor to the best of IDT's knowledge, any of IDT's
directors or executive officers has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither of the Reporting Persons, nor
to the best of IDT Investments' knowledge, any of IDT Investments' directors
or executive officers, nor to the best of IDT's knowledge, any of IDT's
directors or executive officers has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws, and which judgment, decree or final
order was not subsequently vacated.
(f) To the best of IDT Investments' knowledge, each of the executive
officers and directors of IDT Investments named in Exhibit 1 is a United States
citizen.
To the best of IDT's knowledge, each of the executive officers and
directors of IDT named in Exhibit 2 is a United States citizen.
Howard S. Jonas is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
IDT Investments currently holds its interest in Net2Phone for
investment purposes.
Page 5 of 11
<PAGE>
STOCK PURCHASE AGREEMENT AND SUBSCRIPTION AGREEMENT. On August 11,
2000, AT&T Corp. ("AT&T"), through a newly formed business entity, ITelTech,
LLC, a Delaware limited liability Company ("ITelTech"), purchased (i) from
Net2Phone four million newly-issued shares of Class A Stock at a price of $75
per share and (ii) from IDT Investments 14.9 million shares of Class A Stock at
a price of $75 per share.
Pursuant to the stock purchase agreement between AT&T, IDT and IDT
Investments (the "Stock Purchase Agreement") and the subscription agreement
between Net2Phone and AT&T (the "Subscription Agreement"), (i) Howard S. Jonas
resigned from Net2Phone's Board of Directors and instead was appointed as an
observer to Net2Phone's Board of Directors and (ii) two designees of AT&T, John
Petrillo and Rick Roscitt, were elected to serve on Net2Phone's Board of
Directors. AT&T has the right to designate one more member to serve on
Net2Phone's Board of Directors. IDT Investments also granted ITelTech a right of
first refusal to purchase its remaining shares of Class A Stock and an option to
convert them into shares of Common Stock. Shares of Class A Stock have two votes
per share, while shares of Common Stock have one vote per share. In addition,
for a period of 18 months, if ITelTech buys shares of Class A Stock from another
holder of shares of Class A Stock, IDT Investments has the option to cause
ITelTech to purchase up to 5 million additional shares of its Class A Stock on
the same terms and conditions.
VOTING AGREEMENT. On August 11, 2000, in connection with the sale of
shares of Class A Stock to ITelTech, IDT Investments and ITelTech entered into a
voting agreement (the "Voting Agreement") pursuant to which IDT Investments and
ITelTech agreed that until August 1, 2003 or such earlier time as IDT
Investments ceases to own two million or more shares of Class A Stock or Common
Stock, they will vote or cause to be voted all of their shares in favor of
nominees to the Board of Directors of Net2Phone who are mutually acceptable to
IDT Investments and ITelTech. The parties further agreed to vote or cause to be
voted all of their shares consistent with the result of having two designees
from IDT Investments reasonably acceptable to ITelTech on the Board of Directors
of Net2Phone and three designees from ITelTech reasonably acceptable to IDT
Investments on the Board of Directors of Net2Phone. In the event that they are
unable to agree on acceptable nominees, they agreed to abstain from voting on
such nominees as to which they are unable to agree. The parties also agreed to
use their reasonable best efforts to assure that at least five members of the
Board of Directors of Net2Phone will be members not employed by, providing
material services for compensation to or otherwise affiliated with, IDT, IDT
Investments, ITelTech or AT&T or any of their respective affiliates. This
obligation terminates at such time as IDT Investments or ITelTech, as the case
may be, becomes the beneficial owner of more than 85% or less than 15% of the
voting power of Net2Phone.
STOCKHOLDERS AGREEMENT. Pursuant to a stockholders agreement, dated May
13, 1999 (the "Stockholders Agreement"), IDT agreed to vote all of its shares of
capital stock in Net2Phone in favor of the election of, and take all other
actions necessary to cause the election of, a director nominated by SOFTBANK
Technology Ventures IV, L.P. and a director nominated by GE Capital Equity
Investments, Inc., in each case for as long as either entity holds a majority of
the shares of Series A convertible preferred stock of Net2Phone originally
purchased by them or the Class A Stock into which they were converted in August
1999.
The descriptions of the Stock Purchase Agreement, Subscription
Agreement, Voting Agreement and Stockholders Agreement throughout this Schedule
13D are qualified by reference to such Stock Purchase Agreement, Subscription
Agreement, Voting Agreement and Stockholders Agreement, copies of which are
filed as Exhibits 3, 4, 5 and 6 hereto and are incorporated herein by reference.
Each of the Reporting Persons intends to continuously review their
investment in Net2Phone, and may in the future determine, either alone or as
part of a group (i) to acquire additional securities of Net2Phone, through open
market purchases, private agreements or otherwise, (ii) to dispose of all or a
portion of the securities of Net2Phone owned by it or (iii) to take any other
available course of action, which could involve one or more of the types of
transactions or have one or more of the results described in paragraphs (a) -
(j) of Item 4 of Schedule
Page 6 of 11
<PAGE>
13D. Notwithstanding anything contained herein, each of the Reporting Persons
specifically reserves the right to change its intention with respect to any or
all of such matters. In reaching any decision as to its course of action (as
well as to the specific elements thereof), each of the Reporting Persons
currently expects that it would take into consideration a variety of factors,
including, but not limited to, Net2Phone's business and prospects, other
developments concerning Net2Phone and its businesses generally, other business
opportunities available to the reporting Persons, developments with respect to
the business of IDT, changes in law and government regulations, general economic
conditions and money and stock market conditions, including the market price of
the securities of Net2Phone.
Other than the transactions described above, the Reporting Persons have
no plans or proposals with respect to Net2Phone or its securities that relate
to, or would result in, any of the transactions described in paragraphs (a) -
(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) IDT Investments directly beneficially owns 9,996,750 shares of
Class A Stock representing approximately 26.4% of the outstanding shares of the
Class A Stock, approximately 16.8% of the total outstanding shares of Net2Phone
and approximately 20.6% of the combined voting power of Net2Phone. Each share of
Class A Stock is convertible into one share of Common Stock without
consideration being paid therefor.
IDT does not directly beneficially own any shares of Net2Phone. IDT
Investments is a wholly- owned subsidiary of IDT.
Howard S. Jonas does not directly beneficially own any shares of
Net2Phone. As of August 18, 2000, Mr. Jonas beneficially owned 951,605 shares of
Common Stock, par value $0.01 per share, of IDT and 9,934,692 shares of Class A
Common Stock, par value $0.01 per share, of IDT, representing approximately
31.6% of the outstanding shares of IDT and approximately 54.3% of the combined
voting power of IDT.
The filing of this 13D shall not be construed as an admission by the
Reporting Persons that they are, for purposes of Section 13(d) of the Exchange
Act, the beneficial owner of shares of Net2Phone owned by other parties.
(b) Subject to the Voting Agreement and the Stockholders Agreement, the
Reporting Persons and ITelTech, LLC may be deemed to share the power to vote, or
dispose of, the 9,996,750 shares of Class A Stock owned by IDT Investments as
well as the 18,900,000 shares of Class A Stock owned by ITelTech, LLC, equaling
an aggregate amount of 28,896,750 shares of Class A Stock and representing
approximately 76.8% of the total outstanding shares of Class A stock,
approximately 48.7% of the total outstanding shares of Net2Phone and
approximately 59.4%% of the combined voting power of Net2Phone.
By virtue of his ownership of shares of IDT, representing approximately
54.3% of the combined voting power of IDT, Mr. Jonas has the power to direct
IDT's and IDT Investments' power to vote, or dispose of, the shares of Net2Phone
owned by IDT Investments.
(c) On June 7, 2000, IDT transferred 7,500 shares of Class A Stock to
Jewish Communal Fund, without consideration being paid therefor.
Page 7 of 11
<PAGE>
On August 9, 2000, IDT transferred 24,896,750 shares of Class A Stock
to IDT Investments in consideration for the issuance to IDT of 1,000 shares of
Common Stock, par value $0.01 per share, of IDT Investments, representing all
the outstanding capital stock of IDT Investments as of such date.
On June 14, 2000, Steve Brown, Chief Financial Officer of IDT, sold
5,000 shares of Common Stock at a price of $36.795 per share, in the open
market.
Other than the transactions described in the preceding sentences, no
transactions in the shares of Common Stock or Class A Stock have been effected
by the Reporting Persons or, to the best of IDT Investments' knowledge, by any
of the executive officers and directors of IDT Investments named in Exhibit 1,
or, to the best of IDT's knowledge, by any of the executive officers and
directors of IDT named in Exhibit 2 during the past 60 days.
(d) None.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Except as described in this Item and in Item 4, none of the Reporting
Persons has any contracts, arrangements, understandings, or relationship (legal
or otherwise) with respect to any securities of Net2Phone.
Pursuant to the Stock Purchase Agreement and Subscription Agreement,
(i) Howard S. Jonas resigned from Net2Phone's Board of Directors and was
appointed as an observer to Net2Phone's Board of Directors and (ii) two
designees of AT&T, John Petrillo and Rick Roscitt, were elected to serve on
Net2Phone's Board of Directors. AT&T has the right to designate one more member
to serve on Net2Phone's Board of Directors. IDT Investments also granted to
ITelTech a right of first refusal to purchase its remaining shares of Class A
Stock and an option to require IDT to convert such remaining shares into shares
of Common Stock. In addition, for a period of 18 months, if ITelTech buys shares
of Class A Stock from another holder of shares of Class A Stock, IDT Investments
has the option to cause ITelTech to purchase up to 5 million additional shares
of its Class A Stock on the same terms and conditions.
Pursuant to the Voting Agreement, IDT Investments and ITelTech agreed
that until August 1, 2003 or such earlier time as IDT Investments ceases to own
two million or more shares of Class A Stock or Common Stock, they will vote or
cause to be voted all of their shares in favor of nominees to the Board of
Directors of Net2Phone who are mutually acceptable to IDT Investments and
ITelTech. The parties further agreed to vote or cause to be voted all of their
shares consistent with the result of having two designees from IDT Investments
reasonably acceptable to ITelTech on the Board of Directors of Net2Phone and
three designees from ITelTech reasonably acceptable to IDT Investments on the
Board of Directors of Net2Phone. In the event that they are unable to agree on
acceptable nominees, they agreed to abstain from voting on such nominees as to
which they are unable to agree. The parties also agreed to use their reasonable
best efforts to assure that at least five members of the Board of Directors of
Net2Phone will be members not employed by, providing material services for
compensation to or otherwise affiliated with IDT, IDT Investments, ITelTech or
AT&T or any of their respective affiliates. This obligation terminates at such
time as IDT Investments or ITelTech, as the case may be, becomes the beneficial
owner of more than 85% or less than 15% of the voting power of Net2Phone.
Pursuant to a Stockholders Agreement, IDT agreed to vote all of its
shares of Net2Phone in favor of the election of a director nominated by SOFTBANK
Technology Ventures IV, L.P. and a director nominated by GE Capital Equity
Investments, Inc., in each case for as long as either entity holds a majority of
the shares of Series
Page 8 of 11
<PAGE>
A convertible preferred stock of Net2Phone originally purchased by them or Class
A Stock into which they were converted.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Name, business address and principal occupation of each executive
officer and director of IDT Investments.
Exhibit 2 Name, business address and principal occupation of each executive
officer and director of IDT.
Exhibit 3 Stock Purchase Agreement, dated as of August 11, 2000, by and
between AT&T, IDT and IDT Investments.
Exhibit 4 Subscription Agreement, dated as of August 11, 2000, by and
between Net2Phone, Inc., a Delaware corporation, and AT&T Corp.,
a New York corporation.
Exhibit 5 Voting Agreement, dated as of August 11, 2000, by and between
ITelTech and IDT Investments.
Exhibit 6 Stockholders Agreement, dated as of May 13, 1999, by and among
IDT, Clifford M. Sobel, Net2Phone and the additional investors
listed on Schedule A thereto. (Incorporated by reference to Form
S-1/A of Net2Phone filed June 20, 1999.)
Exhibit 7 Letter Agreement, dated as of March 28, 2000, between IDT and
AT&T. (Incorporated by reference to Form 8-K of IDT filed March
31, 2000.)
Exhibit 8 Letter Agreement, dated as of March 30, 2000, between IDT, AT&T
and Net2Phone. (Incorporated by reference to Form 8-K of IDT
filed March 31, 2000.)
Exhibit 9 Joint Filing Agreement, dated as of August 21, 2000, between IDT
Investments, IDT and Howard S. Jonas.
Page 9 of 11
<PAGE>
SIGNATURES
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.
Dated: August 21, 2000 IDT INVESTMENTS INC.
By: /s/ Howard Millendorf
--------------------------------
Howard Millendorf
President
IDT CORPORATION
By: /s/ Howard S. Jonas
--------------------------------
Howard S. Jonas
Chief Executive Officer and
Chairman of the Board of
Directors
/s/ Howard S. Jonas
-----------------------------------
Howard S. Jonas
Page 10 of 11
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
Exhibit 1 Name, business address and principal occupation of each executive
officer and director of IDT Investments.
Exhibit 2 Name, business address and principal occupation of each executive
officer and director of IDT.
Exhibit 3 Stock Purchase Agreement, dated as of August 11, 2000, by and
between AT&T, IDT and IDT Investments.
Exhibit 4 Subscription Agreement, dated as of August 11, 2000, by and
between Net2Phone, Inc., a Delaware corporation, and AT&T Corp.,
a New York corporation.
Exhibit 5 Voting Agreement, dated as of August 11, 2000, by and between
ITelTech and IDT Investments.
Exhibit 6 Stockholders Agreement, dated as of May 13, 1999, by and among
IDT, Clifford M. Sobel, Net2Phone and the additional investors
listed on Schedule A thereto. (Incorporated by reference to Form
S-1/A of Net2Phone filed June 20, 1999.)
Exhibit 7 Letter Agreement, dated as of March 28, 2000, between IDT and
AT&T. (Incorporated by reference to Form 8-K of IDT filed March
31, 2000.)
Exhibit 8 Letter Agreement, dated as of March 30, 2000, between IDT, AT&T
and Net2Phone. (Incorporated by reference to Form 8-K of IDT
filed March 31, 2000.)
Exhibit 9 Joint Filing Agreement, dated as of August 21, 2000, between IDT
Investments, IDT and Howard S. Jonas.
Page 11 of 11
