IDT Corporation Stockholders Approve Consolidation of Share Classes
April 04 2011 - 3:50PM
Business Wire
IDT Corporation today announced that, at a Special Meeting of
Stockholders, its stockholders approved an amendment to its
certificate of incorporation automatically converting and
reclassifying each outstanding share of its Common Stock (NYSE:
IDT.C) into one share of its Class B Common Stock (NYSE: IDT).
In connection with the amendment, the Company also said it will
delist its Common Stock from the New York Stock Exchange (NYSE) and
deregister and suspend its reporting obligations with respect to
its Common Stock under the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.
IDT Corporation’s Class B Common Stock will remain listed on the
NYSE under the same “IDT” ticker symbol and will be the Company’s
only publicly traded stock. By virtue of the ownership and
NYSE-listing of its Class B Common Stock, the Company will remain
subject to the reporting obligations under the Exchange Act.
This move simplifies our capital structure,” said Howard Jonas,
Chairman and Chief Executive Officer of IDT. “It is one of a series
of steps we are taking to make IDT a more transparent and easily
understood company.”
IDT Corporation has provided written notice to the NYSE of its
intention to delist its Common Stock, and requested that the NYSE
submit the related Form 25 to the Securities and Exchange
Commission (SEC). Trading of the Common Stock on the NYSE will be
suspended as of the opening of trading on April 5, 2011 and
the Company expects that the delisting will become fully effective
ten days after the Filing of the Form 25.
Once the delisting has become effective and the Company meets
the criteria for deregistration, it intends to file a Form 15 with
the SEC in order to deregister the Common Stock and suspend its
reporting obligations under the Exchange Act. Deregistration is
expected to become effective 90 days after the filing of the Form
15.
Record holders of Common Stock will receive detailed
instructions from American Stock Transfer & Trust Company, LLC,
the exchange agent, on how to exchange their shares of Common Stock
for shares of Class B Common Stock.
In connection with the reclassification and the previously
consummated exchange offer of Class B Common Stock for Common
Stock, Howard Jonas is exchanging 1,698,000 shares of Class A
Common Stock for an equal number of shares of Class B Common Stock
so that his aggregate voting interest does not increase as a result
of those steps.
Forward-Looking Statements
In this press release, all statements that are not purely about
historical facts, including, but not limited to, those in which we
use the words “believe,” “anticipate,” “expect,” “plan,” “intend,”
“estimate, “target” and similar expressions, are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. While these forward-looking statements
represent our current judgment of what may happen in the future,
actual results may differ materially from the results expressed or
implied by these statements due to numerous important factors,
including, but not limited to, those described in our most recent
report on SEC Form 10-K (under the headings “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations”), which may be revised or supplemented in
subsequent reports on SEC Forms 10-Q and 8-K. We are under no
obligation, and expressly disclaim any obligation, to update the
forward-looking statements in this press release, whether as a
result of new information, future events or otherwise.
About IDT Corporation:
IDT Corporation (NYSE: IDT) is a consumer services company with
operations primarily in the telecommunications and energy
industries.
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