Current Report Filing (8-k)
June 22 2017 - 9:21AM
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): June 22, 2017
IDT CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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1-16371
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22-3415036
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(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)
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(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):
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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Item 7.01.
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Regulation FD.
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On June 22, 2017, the
Registrant issued a press release announcing its entry into the Agreement described in Item 8.01 below. The Registrant is
furnishing the information contained in this Report, including the press release, pursuant to Item 7.01 of Form 8-K promulgated
by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed”
with the SEC or incorporated by reference into any other filing with the SEC.
On June 22, 2017, IDT
Telecom, Inc. (“IDT Telecom”), a wholly-owned subsidiary of IDT Corporation (the “Registrant”) entered
into a Share Purchase Agreement (the “Agreement”) with JAR Fintech Limited (“Buyer”) and JAR Capital Limited
(“JAR Capital”) to sell the capital stock of IDT Financial Services Holding Limited, a company incorporated under the
laws of Gibraltar and wholly-owned subsidiary of IDT Telecom (“IDT Finance”), to the Buyer. IDT Finance is the sole
shareholder of IDT Financial Services Limited, a Gibraltar-based bank and e-money issuer, providing prepaid card solutions across
the European Economic Area.
The Agreement provides
for an aggregate purchase price for the outstanding equity interests of IDT Finance of approximately £3 million plus an amount
equal to the value of IDT Finance’s net assets (the “Purchase Price”), to be paid at closing, subject to adjustments
relating to customer assets of IDT Finance. The net asset value of IDT Finance is expected to be at closing approximately £11
million. A portion of the purchase price will be placed in escrow and released to IDT Telecom once all of the conditions have been
met under the Agreement. The sale is expected to close in September 2017, subject to regulatory approval of the Gibraltar Financial
Services Commission and the Gibraltar Minister with responsibility for financial services and other customary conditions set forth
in the Agreement.
A copy of the Registrant’s
press release announcing the Agreement is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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: June 22, 2017
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