Current Report Filing (8-k)
December 05 2017 - 4:32PM
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): December 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):
☐
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
December 5, 2017, IDT Corporation (the “Registrant”) issued a press release announcing its results of operations for
its fiscal quarter ended October 31, 2017. A copy of the earnings release concerning the foregoing results is furnished herewith
as Exhibit 99.1 and is incorporated herein by reference.
The
Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 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 unless otherwise expressly stated
in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements”
that are subject to the cautionary statements about forward-looking statements set forth in the press release.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(e)
On December 5, 2017, the Registrant entered into an Agreement (the “Agreement”) with Abilio
“(“Bill”) Pereira, who currently serves as Chief Executive Officer of Registrant subsidiary IDT Telecom,
Inc. (“IDT Telecom”). This Agreement provides for the termination, as of December 31, 2017, of the Amended and
Restated Employment Agreement, dated January 12, 2015, between IDT Telecom and Mr. Pereira. Pursuant to the Agreement, upon
execution of a release, Mr. Pereira will receive $425,000, payable over the course of seven months, and will, commencing on
January 1, 2018, serve as President and Chief Operating Officer of the Registrant. Mr. Pereira will be paid a base salary of
$500,000 per year, and will have a target annual bonus of $300,000, based on performance and as approved by the Compensation
Committee of the Board of Director. Mr. Pereira will also be entitled to participate in any of the Registrant’s
broad-based equity grants to its employees. Should Mr. Pereira’s employment be terminated without Cause or should he
resign for Good Reason (as such terms are defined in the Agreement), the Registrant will be obligated to pay to Mr. Pereira
severance of $800,000. The Agreement has an effective date of January 1, 2018 and continues until it is terminated by either
the Registrant or Mr. Pereira.
The
foregoing summary of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit
10.01 to this report and is incorporated herein by reference.
Item 9.01.
Financial Statements and 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:
December 5, 2017
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