Current Report Filing (8-k)
October 26 2017 - 5:01PM
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): October 24, 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)
|
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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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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))
|
☐
|
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
o
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
October 24, 2017, IDT Corporation, Straight Path Communications Inc. (“Straight Path”), Straight Path’s subsidiary
Straight Path IP Group. (“SPIP”) and PR-SP IP Holdings LLC, an entity owned by Howard Jonas, the Registrant’s
Chairman (“PR-SP”) entered into a Settlement Agreement and Release (the “Settlement Agreement”) which
provides for, among other things, the settlement and mutual release of potential liabilities and claims that may exist or arise
under the Separation Agreement between the Registrant and Straight Path related to the 2013 spin-off of SPCI by the Registrant
and otherwise related to the prior relationship among the parties (the “Mutual Release”). Consistent with the previously
announced term sheet, in exchange for the Mutual Release, the Registrant paid SPCI an aggregate of $16 million in cash, SPCI transferred
to IDT its majority ownership interest in Straight Path IP Group Holding, Inc. (“New SPIP”), which holds the equity
of SPIP, the entity 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”), and IDT undertook certain funding
and other obligations related to SPIP. The Settlement Agreement 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.
Consistent
with the contemplated arrangement that was previously disclosed, on October 24, 2017, the Registrant sold its majority interests
in New SPIP to PR-SP in exchange for $6 million and the assumption by PR-SP of the funding and other obligations undertaken by
IDT.
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:
October 26, 2017
3
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