IDT IDT Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

 CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 27, 2015

 

 

IDT CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware		1-16371		22-3415036
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

520 Broad Street Newark, New Jersey		07102
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (973) 438-1000

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01

Other Events.

 

On August 27, 2015, IDT Corporation (the “Registrant) issued a press release announcing that its Board of Directors has approved a plan to reorganize the Registrant into three separate entities by spinning off two business units to its stockholders. The three separate companies will feature IDT Telecom, Zedge, and the Registrant’s other holdings.

 

A copy of the August 27, 2015 press release relating to the above events is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Document
99.1		Press Release of the Registrant dated August 27, 2015.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	IDT CORPORATION
Dated: August 27, 2015	By:	/s/ Shmuel Jonas
	Name:	Shmuel Jonas
	Title:	Chief Executive Officer

  

 

EXHIBIT INDEX

 

Exhibit Number		Document
99.1		Press Release of the Registrant dated August 27, 2015.

 

 

 

4

 

Exhibit 99.1

 

 

IDT Corporation Announces Strategic Reorganization

 

NEWARK, NJ – August 27, 2015: IDT Corporation (NYSE: IDT) today announced that its Board of Directors has approved a plan to reorganize the Company into three separate entities by spinning off two business units to its stockholders. The reorganization marks the next stage in IDT’s tradition of incubating and spinning-off successful businesses.

 

The three separate companies will feature IDT Telecom, Zedge, and IDT’s other holdings:

 

●

IDT Telecom is a global provider of retail and wholesale telecommunications and payment services. IDT Telecom’s retail offerings include prepaid voice and payment services primarily to immigrant communities under the Boss Revolution brand. IDT Telecom’s wholesale carrier business is a leading, global carrier of international long distance voice traffic.

 

●

Zedge provides one of the most popular content platforms for mobile device personalization including ringtones, wallpapers, home screen icons and game recommendations. Its smartphone app, available in both Google Play and iTunes, has been installed over 160 million times and has averaged among the top twenty most popular apps in the Google Play store in the US for the past five years. IDT owns approximately 83% of Zedge.

 

●

IDT’s other holdings comprise a Gibraltar-based bank, real estate holdings including its headquarters building and garage in Newark, NJ and an operations building in Piscataway, NJ as well as interests in other, mainly early stage, business initiatives. This entity will retain cash resources for investment in technology and other ventures.

 

“Throughout its history, IDT has spun-off businesses to accelerate their growth and generate value for our stockholders,” said Howard Jonas, founder and Chairman of IDT Corporation. “Consistent with that tradition, we intend to separate the various businesses and assets within IDT into three companies, provide them with focused management teams, and maximize their potential for long term value creation. We will announce additional details of the spin-offs as developments warrant.”

 

Since 2009, IDT has spun off the following companies to its stockholders, each of which now operates as an independent public company: IDW Media Holdings (f/k/a CTM Media Holdings) (OTC PINK: IDWM), an integrated media company whose holdings include IDW Publishing, the award-winning, San Diego-based comic-book and graphic novel publisher; and CTM Media Group, a distributor of print and digital advertising; Genie Energy (NYSE: GNE, GNEPRA), which holds one of the largest independent energy retailers in the Northeast as well as an exclusive oil and gas exploration license in Northern Israel; and Straight Path Communications Inc., (NYSE MKT: STRP) which holds an extensive portfolio of 39GHz and 28GHz wireless spectrum and an intellectual property portfolio focused on communications over computer networks.

 

 

The reorganization and the specific components are subject to changes and both internal and third party contingencies, and must receive final approval by IDT’s Board of Directors and other bodies. IDT is targeting completion of the reorganization in CY 2016.

 

About IDT Corporation:

IDT Corporation (NYSE: IDT), through its IDT Telecom division, provides retail telecommunications and payment services to help immigrants and the under-banked conveniently and inexpensively communicate and share resources around the world. IDT Telecom’s wholesale business is a leading global carrier of international long distance calls. IDT also holds a majority interest in Zedge (www.zedge.net), developer of the popular eponymous app for a mobile content discovery and acquisition. For more information on IDT, visit www.idt.net.

 

Investor Relations
IDT Corporation
Bill Ulrey

Phone: (973) 438-3838

E-mail: invest@idt.net