As filed with the Securities and Exchange Commission on October 8, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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IDT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 22-3415036
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(State of (I.R.S. Employer
Incorporation) Identification No.)
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000
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(Address of Principal Executive Offices, Including Zip Code)
IDT Corporation 1996 Stock Option and Incentive Plan,
as Amended and Restated
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(Full Title of the Plan)
Howard S. Jonas
Chairman
IDT Corporation
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000
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(Name, Address, and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:
Joyce J. Mason, Esq.
General Counsel and Secretary
IDT Corporation
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Aggregate Offering Registration
Title of Securities to be Registered Registered(1) Per Share Price Fee
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Class B Common Stock, par value $.01 per share 3,000,000 $ 15.425 (2) $ 46,275,000 $ 4,257.30
(1) This Registration Statement shall also cover such additional indeterminate
number of shares of the Registrant's Class B Common Stock as may be
issuable pursuant to the anti-dilution adjustment provisions of the
Registrant's 1996 Stock Option and Incentive Plan, as Amended and Restated
(the "Plan").
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and 457(h) under the Securities
Act of 1933, as amended, based upon the average of the high and low prices
of the shares of Class B Common Stock on the New York Stock Exchange on
October 3, 2002.
EXPLANATORY NOTE
The 3,000,000 shares covered by this Registration Statement represent
additional shares of Class B Common Stock that were reserved for issuance from
time to time under the Plan as a result of an amendment increasing the aggregate
number of shares of Class B Common Stock by 3,000,000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's Form S-8 Registration Statement (File No. 333-19727) filed with the
Securities and Exchange Commission on January 14, 1997 are incorporated by
reference into this Registration Statement.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the Common Stock will be passed
on by Joyce J. Mason, Esq. Ms. Mason is Senior Vice President, Secretary,
General Counsel and a director of the Company and is the beneficial owner of
88,970 shares of Common Stock and 204,470 shares of Class B Common Stock,
including 4,640 shares of Common Stock and 9,215 shares of Class B Common Stock
held by members of her immediate family and 73,950 shares of Common Stock and
183,350 shares of Class B Common Stock issuable upon the exercise of employee
stock options exercisable within 60 days (as adjusted to reflect the Class B
Common Stock dividend effected in May 2001).
Item 8. Exhibits.
Pursuant to General Instruction E to Form S-8, only the following
exhibits are required:
Exhibit Number Description
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5.1 Legal Opinion of Joyce J. Mason, Esq.
23.1 Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Grant Thornton LLP.
24.1 Power of Attorney (included in the Signature Pages to this Registration Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, State of New Jersey, on October 4, 2002.
IDT CORPORATION
By: /s/ James A. Courter
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James A. Courter
Vice Chairman and Chief Executive Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Howard S. Jonas and James A.
Courter, and each of them, each with full power to act without the other, his or
her true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign any amendments to this
registration statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact and agents, or their substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on this 4th day of October, 2002.
Signature Titles
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/s/ Howard S. Jonas Chairman
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Howard S. Jonas
/s/ James A. Courter Vice Chairman and Chief Executive Officer
-------------------------------------------------------- (Principal Executive Officer)
James A. Courter
/s/ Michael Fischberger
-------------------------------------------------------- Chief Operating Officer and Director
Michael Fischberger
/s/ Stephen R. Brown Chief Financial Officer and Director
-------------------------------------------------------- (Principal Financial Officer)
Stephen R. Brown
/s/ Marcelo Fischer Chief Accounting Officer and Controller
-------------------------------------------------------- (Principal Accounting Officer)
Marcelo Fischer
/s/ Joyce J. Mason
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Joyce J. Mason Director
/s/ Marc E. Knoller
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Marc E. Knoller Director
/s/ Moshe Kaganoff
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Moshe Kaganoff Director
/s/ Geoffrey Rochwarger
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Geoffrey Rochwarger Director
/s/ Meyer A. Berman
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Meyer A. Berman Director
Signature Titles
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/s/ J. Warren Blaker
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J. Warren Blaker Director
/s/ Michael J. Levitt
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Michael J. Levitt Director
/s/ Saul K. Fenster
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Saul K. Fenster Director
/s/ William Arthur Owens
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William Arthur Owens Director
/s/ William F. Weld
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William F. Weld Director
/s/ Paul Reichmann
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Paul Reichmann Director
EXHIBIT INDEX
Exhibit Number Description
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5.1 Legal Opinion of Joyce J. Mason, Esq.
23.1 Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Grant Thornton LLP.
24.1 Power of Attorney (included in the Signature Pages to this Registration
Statement).