Current Report Filing (8-k)
July 07 2017 - 12:25PM
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): July 5, 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):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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 ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
On
July 5, 2017, plaintiff JDS1, LLC, on behalf of itself and all other similarly situated stockholders of Straight Path Communications
Inc. (“Straight Path”), and derivatively on behalf of Straight Path as nominal defendant, filed a putative class action
and derivative complaint in the Delaware Chancery Court against IDT Corporation (the “Registrant”), The Patrick Henry
Trust, Howard Jonas, and each of Straight Path’s directors.
The
complaint alleges that IDT aided and abetted Straight Path’s directors and Howard Jonas in his capacity as controlling stockholder
of Straight Path, in breaching their fiduciary duties to Straight Path in connection with a settlement of claims between Straight
Path and the Registrant related to potential indemnification claims concerning Straight Path’s obligations under the Consent
Decree it entered into with the Federal Communications Commission (“FCC”), as well as the proposed sale of Straight Path’s subsidiary Straight Path IP Group, Inc. (“IP Group”) to the Registrant in connection with
that settlement.
The
Registrant and Straight Path entered into a binding term sheet that provides for, among other things, the settlement and
mutual release of the potential indemnification claims asserted by each of the Registrant and Straight Path in connection
with, among other things, liabilities (including but not limited to fines, fees or penalties) that may exist or arise
relating to the subject matter of the investigation by the FCC. Pursuant to the term sheet, in exchange for the mutual
release, the Registrant will pay Straight Path $16,000,000; Straight Path will transfer to Registrant or its designee
Straight Path’s ownership interest in IP Group, which holds intellectual property primarily related to communications
over computer networks; and stockholders of Straight Path will receive 22% of the net proceeds, if any, received by IP Group
from any license, transfer or assignment of any of the patent rights held by IP Group as of the effective date of transfer,
or any settlement, award or judgment involving any of the patent rights (including any net proceeds received following the
effective date of transfer).
The
Plaintiff is seeking, among other things, (i) a declaration that the action may be maintained as a class action or in
the alternative, that demand on the Straight Path board would be futile and is excused; (ii) that the term sheet is
invalid; (iii) awarding damages for the unfair price stockholders are receiving in the merger between StraightPath and
Verizon Communications for their shares of Straight Path’s Class B common stock; and (iii) ordering Howard Jonas,
Davidi Jonas and the Registrant to disgorge any profits for the benefit of the class Plaintiffs.
The
Registrant intends to vigorously defend the action.
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:
July 7, 2017
3
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