f8k051209_idt.htm
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): May 12, 2009
IDT
CORPORATION
(Exact
name of registrant as specified in its charter)
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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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¨
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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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Item
2.02 Results of Operations and Financial Condition.
As set
forth more fully below, on May 13, 2009, 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 audited financial
statements of that subsidiary as of and for the two-year period ended July 31,
2008 and unaudited financial statements as of and for the six month period ended
January 31, 2009. The results of operations of the Spun-Off Entities
(as defined below) are or will be included in the Registrant’s financial
results. The financial statements included in the Form 10 disclose
that in the six months ended January 31, 2009, the Registrant recorded estimated
impairment charges of $29.7 million for CTM Media Group, Inc. and $1.8 million
for Idea and Design Works, LLC. Such impairment charges will also be
included in the Registrant’s results of operations for the nine months ended
April 30, 2009. The Registrant’s financial results will be released
on or around June 11, 2009 and its quarterly report filed on Form10-Q for its
third quarter is due on June 15, 2009.
Item
8.01 Other Events.
On May
12, 2009, the board of directors of the Registrant authorized management to
pursue a plan to separate, through a tax-free spinoff (the “Spin-Off”), the
following subsidiaries of the Registrant: (i)CTM Media Holdings, Inc.
(“Holdings”); (ii) CTM Media Group, Inc.; (iii) IDT Local Media, Inc.; (iv) IDT
Internet Mobile Group, which holds the Registrant’s majority interest in Idea
and Design Works, LLC; and (v) Beltway Acquisition Corporation, which holds the
broadcast license of the WMET-AM radio station ((ii), (iii), (iv) and (v)
collectively the “Spun-Off Entities”). Following the effecting of a related
internal restructuring of the Registrant (the “Restructuring”), the Spun-Off
Entities will be held by Holdings, a Delaware corporation, that was formed on
May 8, 2009 for such purpose. The intent is that Holdings will be
spun-off to the Corporation’s stockholders as a new publicly traded
company. Approval of the spinoff by the Registrant’s stockholders is
not required.
The
Registrant’s board of directors believes that the Spin-Off will separate certain
business units whose performance and financial results of the business units to
be separated are more predictable and have different growth characteristics than
the remaining operations. The Registrant also believes that
separating the two groups of operating units will allow management of each of
the Registrant and Holdings to design and implement corporate strategies and
policies that are based primarily on the business characteristics of that
company and its business units, maintain a sharper focus on core business and
growth opportunities, and concentrate their financial resources wholly on their
own operations. Moreover, the separation of Holdings will provide investors with
greater transparency regarding the value of Holdings’ business units. In
addition, the spin-off will separate business units with different risk profiles
and performance characteristics from one another.
The
planned Spin-Off will be accomplished through a pro rata distribution of
Holdings’ common stock to the Registrant’s stockholders of record as of the
close of business on the record date which has yet to be determined by the
Registrant’s board of directors. As a result of the Spin-Off, it is
currently contemplated that each of the Registrant’s stockholders will receive:
(i) one share of Holdings Class A common stock for every three shares of the
Registrant’s common stock; (ii) one share of Holdings Class A common stock for
every three shares of the Registrant’s Class B common stock; (iii) and one share
of Holdings Class B common stock for every three shares of the Registrant’s
Class A common stock; and (iv) cash in lieu of a fractional share of all classes
of Holdings’ common stock.
Completion
of the spinoff is subject to final approval by the Registrant’s board of
directors, confirmation of the tax-free nature of the transaction, as well as
effectiveness of a Form 10 registration statement filed with the SEC. The Form
10 was filed on May 13, 2009 with the SEC and includes detailed information
about Holdings, the spinoff and related matters. Holdings 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 spinoff, the
operation, business and prospects of the Registrant and Holdings following the
spinoff 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 spinoff, including the timing and terms of the
spinoff and whether the spinoff will be completed, and uncertainties regarding
the impacts on the Registrant and the market for their respective securities if
the spinoff is accomplished. In addition, the Registrant and Holdings are
subject to additional risks and uncertainties, as described in the Registrant’s
Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those
reports) and exhibits to those reports.
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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Dated:
May 13, 2009
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By:
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/s/ James
A. Courter |
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Name:
James A. Courter |
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Title:
Chief Executive Officer |
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