Over 1 million shares filed to sell on IDTC from insiders. Hmmmm, what do they know?
Up to 876,702 shares of common stock that may be offered by David Turock,
Richard Robbins, Eric Hecht, Bradley Turock, Lisa Mikulynec, Wai Nam Tam and
Mary Jo Altom by means of this prospectus were originally issued under a merger
agreement, dated April 7, 1998, in which we agreed to acquire all of the issued
and outstanding shares of InterExchange, Inc., a Delaware corporation, including
four related companies. In accordance with the merger agreement, the former
stockholders of InterExchange received an aggregate of 3,242,323 newly issued
shares of our common stock, of which 1,258,290 shares were previously registered
for resale. The remainder of these shares will become eligible for resale in
installments between September 1999 and October 2002, although up to 210,605 of
these shares will remain subject to claims for indemnification that we may be
entitled prior to September 15, 1999 to raise against the former stockholders of
InterExchange, and may be returned to us for cancellation. Of the 865,837 shares
currently being registered pursuant to the merger agreement, an aggregate of
588,247 shares become eligible to be sold on September 15, 1999 and 288,455
shares on become eligible for sale on October 15, 1999.
Dr. David Turock has served as our Director of Technology since November
1997. From 1992 to 1997, Dr. Turock provided consulting services to IDT through
Rock Enterprises, Inc., a telecom engineering firm, which we acquired from Dr.
Turock in September 1997. Richard Robbins served as the President of
InterExchange, Inc. between May 1998 and April 1999, and served as
InterExchange's Chief Financial Officer from its inception in 1995 until May
1998. Eric Hecht has served as the Vice President of New Business Development
since June 1999, and
23
<PAGE>
between June 1999 and May 1998 he served as the Chief Executive Officer of
InterExchange. Mr. Hecht also served as the President of InterExchange from its
inception in 1995 until May 1998.
Bradley Turock has served as a Senior Development Engineer of InterExchange
since May 1998. Between 1995 and May 1998, Mr. Turock provided consulting
services to InterExchange, and provided consulting services to IDT between 1993
and May 1998. Wai Nam Tam has also served as a Senior Development Engineer of
InterExchange since May 1998, and between 1993 and May 1998, Mr. Tam provided
consulting services to InterExchange and to IDT. Lisa Mikulynec has served as
InterExchange's Vice President of Operations since May 1998, and served as
InterExchange's Director of Network Services from 1996 to 1998. Ms. Mikulynec
provided consulting services to InterExchange and IDT between 1994 and 1996.
Mary Jo Altom has served as our Vice President of Telecommunications Operations
since May 1998, and provided consulting services to IDT between June 1996 and
May 1998.
In connection with the transactions contemplated by the merger agreement,
each of Bradley Turock, Lisa Mikulynec and Wai Nam Tam entered into employment
agreements with InterExchange and ceased to act as consultants to InterExchange.
Similarly, Mary Jo Altom entered into an employment agreement with IDT and
ceased to act as consultant to us.
Option Shares.
A total of 200,000 shares of our common stock that may be offered by James
A. Courter and Hal Brecher are shares that are issuable under employee stock
option agreements dated March 1, 1999, which grant options to purchase shares of
our common stock. Messrs. Courter and Brecher were granted options to purchase
300,000 shares of common stock of our company which vest over a three year
period that began on March 1, 1999. This prospectus only includes the portion
of these options that will vest on or prior to January 31, 2000.
James A. Courter has served as the President of IDT since October 1996, and
has been a director of IDT since March 1996. He was appointed Vice Chairman of
the Board in March 1999. Mr. Courter has been a senior partner in the New
Jersey law firm of Courter, Kobert, Laufer & Cohen since 1972, which provides
legal services to our company. Hal Brecher was appointed as our Chief Operating
Officer in March 1999. Between November 1996 and March 1999, Mr. Brecher served
as our Executive Vice President of Operations, and became a director of IDT in
April 1997. |
