Current Report Filing (8-k)
December 20 2016 - 1:48PM
Edgar (US Regulatory)
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): December 14, 2016
IDT
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
|
1-16371
|
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22-3415036
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(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
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520
Broad Street
Newark,
New Jersey
|
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07102
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(Address
of principal executive offices)
|
|
(Zip
Code)
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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)
|
☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e)
The
term of Howard Jonas’ current employment agreement with
IDT Corporation (the “Registrant” or the “Company”)
expires on December 31, 2016.
On December 14, 2016, the Compensation Committee of
the Company’s Board of Directors approved a Fourth Amended and Restated Employment Agreement with Howard Jonas that
will be effective January 1, 2017.
Pursuant to this agreement, Howard Jonas will receive
the following compensation for his role as Chairman of the Board of the Company: An annual cash base salary of $250,000 from January
1, 2017 to December 31, 2019, as well as a restricted stock grant with an aggregate value of $1.35 million. The aggregate number
of shares granted will equal 69,624 based on the closing price of the Company’s Class B common stock on December 13, 2016,
$19.39. The restricted shares will be granted on January 5, 2017 and vest as follows: 23,208 shares on January 5, 2017, 23,208
shares on January 5, 2018 and 23,208 shares on January 5, 2019. Mr. Jonas will be entitled to participate in the executive
bonus program, and receive any other bonuses approved by the
Compensation Committee of the Company’s Board of Directors.
A
copy of the Agreement is attached hereto as Exhibit 10.01 and is incorporated by reference herein as if set forth in full.
Item 9.01.
|
Financial Statements
and Exhibits.
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(d) Exhibits.
Exhibit No.
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Document
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10.01
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Fourth
Amended and Restated Employment Agreement, dated December 14, 2016, between the Registrant and Howard S. Jonas.
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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.
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IDT CORPORATION
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By:
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/s/
Shmuel Jonas
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Name:
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Shmuel
Jonas
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Title:
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Chief
Executive Officer
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Dated:
December 20, 2016
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