As filed with the Securities and Exchange Commission on October 8, 2002
Registration No. 333-49150
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
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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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement
(this "Registration Statement") is being filed by IDT Corporation, a Delaware
corporation (the "Registrant" or the "Company"), to correct a typographical
error (with respect to the aggregate number of shares of the Registrant's common
stock, par value $0.01 per share (the "Common Stock"), reserved for issuance
under the Registrant's 1996 Stock Option and Incentive Plan, as Amended and
Restated (the "Plan")) contained in the section captioned "Explanatory Note" of
the Registrant's Registration Statement on Form S-8 (File No. 333-49150) filed
with the Securities and Exchange Commission on November 2, 2000. Such
"Explanatory Note" is hereby amended and restated in its entirety as follows:
"EXPLANATORY NOTE
The 1,500,000 shares covered by this Registration Statement represent
additional shares of 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 Common Stock reserved for issuance thereunder from 4,800,000 to
6,300,000 (as of the date of such amendment)."
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 and Class B
Common Stock have been 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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4.1 Certificate of Amendment to the Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.03 to Form 10-Q for the three months ended October 31,
2000 (File No. 000-27898), filed on December 15, 2000).
5.1 Opinion of Joyce J. Mason, Esq. (previously filed).
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 (previously filed).
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
Post-Effective Amendment No. 1 to Form S-8 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
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Form S-8 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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* 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
* Chief Financial Officer and Director
-------------------------------------------------------- (Principal Financial Officer)
Stephen R. Brown
/s/ Marcelo Fischer Chief Accounting Officer and Controller
-------------------------------------------------------- (Principal Accounting Officer)
Marcelo Fischer
*
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Joyce J. Mason Director
*
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Marc E. Knoller Director
*
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Moshe Kaganoff Director
*
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Geoffrey Rochwarger Director
*
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Meyer A. Berman Director
*
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J. Warren Blaker Director
*
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Saul K. Fenster Director
*
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William Arthur Owens Director
Signature Titles
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*
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William F. Weld Director
/s/ Michael J. Levitt
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Michael J. Levitt Director
/s/ Paul Reichmann
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Paul Reichmann Director
* By: /s/ James A. Courter
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James A. Courter
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Number Description
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4.1 Certificate of Amendment to the Restated Certificate
of Incorporation of the Company (incorporated by
reference to Exhibit 3.03 to Form 10-Q for the three
months ended October 31, 2000 (File No. 000-27898),
filed on December 15, 2000).
5.1 Legal Opinion of Joyce J. Mason, Esq. (previously filed).
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 (previously filed).
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* Filed herewith