Current Report Filing (8-k)
November 01 2017 - 08:41AM
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 31, 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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☐
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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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☐
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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. ☐
Item
2.02 Results of Operations and Financial Condition.
On
October 31, 2017, Rafael Holdings, Inc. (“Rafael”), a subsidiary of IDT Corporation (the “Registrant”),
filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (“SEC”) that includes the
following financial statements: (i) combined balance sheets of Rafael as of July 31, 2017 and 2016, and combined statements of
comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended July 31, 2017, (iv) an
unaudited pro forma condensed combined balance sheet as of July 31, 2017 and unaudited pro forma combined statements of comprehensive
income for the fiscal year ended July 31, 2017 (the “Financial Statements”). The pro forma adjustments to the combined
financial statements assume that Rafael’s spin-off from IDT occurred as of August 1, 2016. The Financial Statements included
in the Information Statement filed as exhibit 99.1 to the Form 10 are incorporated herein by reference.
Item
8.01 Other Events.
On November 1, 2017, the
Registrant issued a press release announcing that Rafael had filed a Form 10 registration statement (containing a preliminary
Information Statement for IDT stockholders) with the SEC.
The
intent is that Rafael will be spun-off to the Registrant’s stockholders, so that Rafael will be a separate publicly traded
company. Rafael intends to apply to have its Class B common stock listed for trading on the NYSE American under the symbol “RFL”.
Approval of the spin-off by the Registrant’s stockholders is not required.
The
Registrant’s board of directors believes that the spin-off will allow Rafael to better focus on its strategic mission and
that its potential can be better realized as an independent entity.
The
spin-off of Rafael will occur by way of a pro rata distribution of Rafael Class A common stock and Class B common stock to the
Registrant’s stockholders. On the distribution date, each Registrant stockholder as of the record date for the distribution
will receive one share of Rafael Class A common stock for every two shares of the Registrant Class A common stock and one share
of Rafael Class B common stock for every two shares of the Registrant Class B common stock.
Completion
of the spin-off is subject to final approval by the Registrant’s board of directors, receipt of a favorable opinion as to
the spin-off’s tax-free status, as well as effectiveness of the Form 10 registration statement filed with the SEC. The Form
10 includes detailed information about Rafael, the spin-off and related matters. IDT will distribute an information statement
to stockholders following completion of the SEC’s review of the Form 10. The Registrant’s board of directors reserves
the right to amend, modify or abandon the spin-off and the related transactions at any time prior to the distribution date.
This
Form 8-K report contains forward-looking statements addressing the spin-off, the operation, business and prospects of the Registrant
and Rafael following the spin-off and other expectations, prospects, estimates and other matters that are dependent upon future
events or developments. These matters are subject to risks and uncertainties that could cause actual results to differ materially
from those projected, anticipated or implied. These risks and uncertainties include uncertainties regarding the spin-off, including
the timing and terms of the spin-off and whether the spin-off will be completed, and uncertainties regarding the impacts on the
Registrant and the market for their respective securities if the spin-off is accomplished. In addition, the Registrant and Rafael
are subject to additional risks and uncertainties, as described in the Registrant’s Form 10-K, Form 10-Q and Form 8-K reports
and the Form 10 referenced above (including all amendments to those reports) and exhibits to those reports.
A
copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(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: Shmuel
Jonas
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Title: Chief
Executive Officer
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Dated:
November 1, 2017
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