Current Report Filing (8-k)
April 13 2017 - 5:16PM
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): April 9, 2017
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
8.01 Other Events.
On April 9, 2017, IDT Corporation (the
“Registrant”) entered a binding term sheet (the “Term Sheet”) with Straight Path Communications Inc. (“SPCI”)
providing for the settlement and mutual release of potential liabilities and claims that may exist or arise under the Separation
Agreement between the Registrant and SPCI related to the 2013 spin-off of SPCI by the Registrant and otherwise related to the
prior relationship among the parties (the “Mutual Release”). Pursuant to the Term Sheet, in exchange for the Mutual
Release, the Registrant will pay SPCI an aggregate of $16 million, and SPCI will transfer to IDT its majority ownership interest
in Straight Path IP Group, Inc. (“SPIP”), a subsidiary of SPCI that holds intellectual property primarily related
to communications over computer networks, subject to the right to receive 22 percent of the net proceeds, if any, received by
SPIP from licenses, settlements, awards or judgments involving any of the patent rights and certain transfers of the patents or
related rights, that will be retained by SPCI’s stockholders (such equity interest, subject to the retained interest right,
the “IP Interest”). The Term Sheet allocates (i) $10 million of the payment and the retained interest right to the
settlement of claims and the Mutual Release and (ii) $6 million to the transfer of the IP Interest.
On April 10, 2017, the Board of Directors
of the Registrant and its Corporate Governance Committee approved the sale by the Registrant of 728,332 shares of Class B common
stock to Howard Jonas, the Registrant’s Chairman, for aggregate consideration of $10 million. The price per share of $13.73
was based on the closing price of the Class B common stock on the date the sale was approved.
On April 10, 2017, the Board of Directors
of the Registrant and its Corporate Governance Committee also approved the transfer by the Registrant of the IP Interest to an
entity to be organized by Howard Jonas in exchange for $6 million (which is the price to be paid by the Registrant to SPCI for
the IP Interest). The transfer is permitted under the Term Sheet and the entity will assume the Registrant’s obligations
to SPCI and its stockholders with respect to the IP Interest.
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:
April 13, 2017
3
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