IDT IDT Corporation

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

IDT CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		22-3415036
(State of Incorporation)		(I.R.S. Employer Identification No.)

 

520 Broad Street

Newark, New Jersey 07102

(973) 438-1000

(Address of Principal Executive Offices, Including Zip Code

and Telephone Number)

 

IDT Corporation 2015 Stock Option and Incentive Plan

(Full Title of the Plan)

 

Shmuel Jonas

Chief Executive Officer

IDT Corporation

520 Broad Street

Newark, New Jersey 07102

(973) 438-1000

(Name, Address, including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

 

 Copies to:

Joyce J. Mason, Esq.

General Counsel

IDT Corporation

520 Broad Street

Newark, New Jersey 07102

(973) 438-1000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer	☐	Accelerated filer	þ
	Non-accelerated filer	☐	Smaller reporting company	☐

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered(1)				Proposed Maximum Offering Price Per Share				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Class B Common Stock, par value $.01 per share			100,000	(2)		$	12.68	(3)		$	1,268,000	(3)		$	127.69
Total			100,000							$	1,268,000			$	127.69

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares being registered shall be adjusted to include such additional indeterminate number of shares as may be issuable pursuant to the anti-dilution provisions of the IDT Corporation 2015 Stock Option and Incentive Plan (the “SOP”). In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

(2) Represents shares of Class B Common Stock reserved for issuance pursuant to the SOP.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, and based upon the average of the high and low reported prices of the shares of the Class B Common Stock of the Registrant on the New York Stock Exchange on December 3, 2015.

 

 

PART I

 

SECTION 10(a) PROSPECTUS

 

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the IDT Corporation 2015 Stock Option and Incentive Plan (the “SOP”) as specified by Rule 428(b)(1). Such documents need not be filed with the Commission, either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 (§230.424). These documents and the documents incorporated by reference in the registration statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. See Rule 428(a)(1) (§230.428(a)(1)).

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents By Reference.

 

The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Registrant, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

 

	(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2015, filed with the Commission on October 14, 2015;

	(b)	The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2015, filed with the Commission on December 10, 2015;

	(c)	The Registrant’s Current Reports on Form 8-K filed with the Commission on August 27, 2015, October 13, 2015 and December 3, 2015; and

(d)

The description of the Class B common stock, par value $.01 per share (the “Class B Common Stock”), of the Registrant set forth as Item 1 under the caption “Description of Securities” in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on May 4, 2001 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such information.

 

All documents subsequently filed by the Registrant 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.

 

Certain legal matters with respect to the Class B Common Stock have been passed on by Joyce J. Mason, Esq. Ms. Mason is Executive Vice President, Secretary and General Counsel of the Registrant and is the beneficial owner of 57,453 shares of Class B Common Stock, consisting of (a) 7,500 restricted shares Class B Common Stock, (b) 21,243 shares of Class B Common Stock held directly, (c) 3,202 shares of Class B Common Stock held by Ms. Mason in her 401(k) plan account as of September 30, 2015, (d) 15,555 shares of Class B Common Stock of the Company issuable upon the exercise of stock options exercisable within 60 days, (e) 1,396 shares of Class B Common Stock purchased through the Company’s Employee Stock Purchase Program, (f) 2,182 shares of Class B Common Stock owned by Ms. Mason’s husband, and (g) 6,375 shares of Class B Common Stock owned by Ms. Mason’ daughter. Ms. Mason is the sister of Howard Jonas, Chairman of the Board of the Registrant, and aunt of Shmuel Jonas, Chief Executive Officer of the Registrant.

 

Item 6. Indemnification of Directors and Officers.

 

The Registrant’s Certificate of Incorporation provides that, to the extent permitted by the Delaware General Corporation Law (“DGCL”), directors of the Registrant shall not be personally liable to the Registrant 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 Registrant or 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 Registrant’s By-Laws provide that the Registrant 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 Registrant (or serving in any such capacity with another business organization at the request of the Registrant) 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 Registrant, 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 Registrant, 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 Registrant unless a court determines otherwise.

 

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit No.		Description
4.1(1)		IDT Corporation 2015 Stock Option and Incentive Plan
*5.1		Legal Opinion of Joyce J. Mason, Esq.
23.1		Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto).
*23.2		Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
24.1		Power of Attorney (included in the Signature Pages to this Registration Statement).

*	Filed herewith

(1)	Incorporated by reference to Schedule 14A, filed October 30, 2015.

 

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 of 1933;

	(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, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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 of 1934 that are incorporated by reference in the Registration Statement.

 

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing 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.

(d)

The Registrant undertakes that it will submit the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and will make all changes required by the IRS in order to qualify the Plan.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of New Jersey, on December 10, 2015.

 

	IDT CORPORATION
	By:	/s/ Shmuel Jonas
		Shmuel Jonas
		Chief Executive Officer

 

The undersigned directors and officers hereby constitute and appoint Shmuel Jonas and Marcelo Fischer, and each of them, with full power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power to execute in our name in the capacities indicated any and all amendments (including post-effective amendments) to this Registration Statement and to sign any and all additional registration statements relating to the same offering of securities as this Form S-8 that are filed pursuant to the requirements of the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm that all such attorneys-in fact, or either of them, or their substitutes shall lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-8 Registration Statement has been signed by the following persons in the capacities indicated and on the date indicated.

 

Signature		Titles		Date
/s/    Shmuel Jonas   Shmuel Jonas		Chief Executive Officer (Principal Executive Officer)		December 10, 2015
/s/    Howard S. Jonas   Howard S. Jonas		Chairman of the Board		December 10, 2015
/s/    Marcelo Fischer   Marcelo Fischer		Senior Vice President—Finance (Principal Financial Officer)		December 10, 2015
/s/    Mitch Silberman   Mitch Silberman		Chief Accounting Officer and Controller (Principal Accounting Officer)		December 10, 2015
/s/    Bill Pereira   Bill Pereira		Director		December 10, 2015
/s/    Michael Chenkin   Michael Chenkin		Director		December 10, 2015
/s/    Eric F. Cosentino   Eric F. Cosentino		Director		December 10, 2015
/s/    Judah Schorr   Judah Schorr		Director		December 10, 2015

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
4.1(1)		IDT Corporation 2015 Stock Option and Incentive Plan
*5.1		Legal Opinion of Joyce J. Mason, Esq.
23.1		Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto).
*23.2		Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
24.1		Power of Attorney (included in the Signature Pages to this Registration Statement).

*	Filed herewith

 

(1)	Incorporated by reference to Schedule 14A, filed October 30, 2015.

 

 

6

 

EXHIBIT 5.1

 

December 10, 2015

 

IDT Corporation

520 Broad Street

Newark, New Jersey 07102

Re:

IDT Corporation—Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

I am the General Counsel of IDT Corporation, Inc. (the “Company”), and as such I have been asked to render the following opinion in connection with the registration statement on Form S-8 (the “Registration Statement”) 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 100,000 shares of the Company’s Class B common stock, par value $.01 (the “Class B Common Stock”), which are reserved for issuance pursuant to the IDT Corporation 2015 Stock Option and Incentive Plan (the “SOP”).

 

As your counsel in connection with the Registration Statement, I have examined the SOP, the proceedings taken by you in connection with the adoption of the SOP, the proceedings taken by you in connection with the amendment and restatement of the SOP and such other documents and records as I have deemed necessary or advisable to render this Opinion.

 

Based upon the foregoing, it is my opinion that the shares of Class B Common Stock to be offered pursuant to the Registration Statement, when issued and outstanding pursuant to the terms of the SOP, will be validly issued, fully paid and non-assessable.

 

I hereby consent to the filing of this Opinion as an exhibit to the Registration Statement.

 

	Very truly yours,
	/s/ Joyce J. Mason
	Joyce J. Mason
	General Counsel

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our reports dated October 14, 2015 with respect to the consolidated financial statements and internal control over financial reporting of IDT Corporation (a Delaware Corporation) and subsidiaries included in the Annual Report on Form 10-K for the year ended July 31, 2015, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement. 

 

/s/ GRANT THORNTON LLP
New York, New York December 10, 2015