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): July 7, 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
8.01 Other Events.
On May
13, 2009, IDT Corporation (the “Registrant”) reported that 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 Spin-Off by the Registrant’s stockholders is not
required.
Completion
of the Spin-Off 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 U.S. Securities
and Exchange Commission (“SEC”). The Form 10 was originally filed on May 13,
2009 with the SEC. An amendment to the Form 10 (the “Amendment”) was
filed on July 7, 2009 and provides further and more updated information about
Holdings, the Spin-Off and related matters, including Holdings’ results of
operations as of, and for the nine-month period ended, April 30,
2009. 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.
As
delineated in the Amendment, 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 B common stock for every three shares of the Registrant’s Class B common
stock; (iii) one share of Holdings Class C 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.
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:
July 7, 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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