Some insiders getting ready to dump a few shares. Could they be expecting new highs again?
February 08, 1999 20:29
IDT CORP files for common stock offer.
Excerpted from S-3 filed on 02/08 by IDT CORP:
IDT CORP files for common stock offer.
Subject to Completion, dated February , 1999
173,944 Shares
IDT Corporation
Common Stock
This Prospectus relates to the offer and sale of up to 173,944 shares of
common stock from time to time by certain stockholders of IDT Corporation. The
registration of the shares does not necessarily mean that any of the shares
will be offered and sold by the selling stockholders.
The common stock is listed on the Nasdaq National Market under the symbol
"IDTC." On February 5, 1999, the last reported sales price as reported by the
Nasdaq National Market was $16.125 per share.
Our principal executive offices are located at 190 Main Street, Hackensack,
New Jersey 07601 and our telephone number is (201) 928-1000.
Investing in the common stock involves certain risks. Consider carefully the
"Risk Factors" beginning on page 2.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this Prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The selling stockholders may offer their shares through public or private
transactions, on or off the United States exchanges, at prevailing market
prices, or at privately negotiated prices.
, 1999
(End of Item Excerpt)
THE COMPANY
IDT Corporation (the "Company") is a leading emerging multinational carrier
that combines its position as an international telecommunications operator,
its experience as an Internet service provider and its leading position in
Internet telephony to provide a broad range of telecommunications services to
its wholesale and retail customers worldwide.
Our predecessor corporation, International Discount Telecommunications,
Corp., was incorporated in New York in 1990, and we reincorporated in Delaware
in December 1995. Our principal executive offices are located at 190 Main
Street, Hackensack, New Jersey, 07601, and our telephone number is (201) 928-
1000.
(End of Item Excerpt)
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the common stock
by the selling stockholders.
SELLING STOCKHOLDERS
The shares of common stock that may be offered pursuant to this Prospectus
(other than the shares that may be offered by Mr. Carlos Gomez) were
originally issued pursuant to an Agreement and Plan of Merger, dated April 7,
1998 (the "IX Merger Agreement"), pursuant to which the Company agreed to
acquire all of the issued and outstanding shares of InterExchange, Inc., a
Delaware corporation, and four related companies acquired by InterExchange,
Inc. immediately prior to the transaction contemplated by the IX Merger
Agreement (collectively, "IX"). Pursuant to the Merger Agreement, the former
stockholders of IX received an aggregate of 3,242,323 newly issued shares of
the Company's common stock. A portion of the shares will remain in escrow
until October 2002 in order to satisfy certain indemnification obligations
that the former stockholders of IX may have under the Merger Agreement and may
be returned to us for cancellation. The remainder of these shares will become
eligible for resale in installments between October 1999 and October 2002.
An aggregate of 77,277 of these shares have been held in escrow for the
benefit of certain employees of IX and will be available for sale after April
7, 1999 pursuant to the Prospectus. During the last three years, each of these
employees served IX and/or the Company in various technical and managerial
capacities. These shares will be eligible to be released from escrow to the
employees and eligible for resale, provided, that on April 7, 1999, each of
the employees is employed either by us or, any of our affiliates, or are
incapacitated, has died or has had his or her employment terminated without
cause. Shares that belong to someone who does not fit into one of the above
categories must be returned to the Company.
(End of Item Excerpt)
(End of Item Excerpt)
SELLING STOCKHOLDERS
The shares of common stock that may be offered pursuant to this Prospectus
(other than the shares that may be offered by Mr. Carlos Gomez) were
originally issued pursuant to an Agreement and Plan of Merger, dated April 7,
1998 (the "IX Merger Agreement"), pursuant to which the Company agreed to
acquire all of the issued and outstanding shares of InterExchange, Inc., a
Delaware corporation, and four related companies acquired by InterExchange,
Inc. immediately prior to the transaction contemplated by the IX Merger
Agreement (collectively, "IX"). Pursuant to the Merger Agreement, the former
stockholders of IX received an aggregate of 3,242,323 newly issued shares of
the Company's common stock. A portion of the shares will remain in escrow
until October 2002 in order to satisfy certain indemnification obligations
that the former stockholders of IX may have under the Merger Agreement and may
be returned to us for cancellation. The remainder of these shares will become
eligible for resale in installments between October 1999 and October 2002.
An aggregate of 77,277 of these shares have been held in escrow for the
benefit of certain employees of IX and will be available for sale after April
7, 1999 pursuant to the Prospectus. During the last three years, each of these
employees served IX and/or the Company in various technical and managerial
capacities. These shares will be eligible to be released from escrow to the
employees and eligible for resale, provided, that on April 7, 1999, each of
the employees is employed either by us or, any of our affiliates, or are
incapacitated, has died or has had his or her employment terminated without
cause. Shares that belong to someone who does not fit into one of the above
categories must be returned to the Company.
Carlos Gomez obtained his shares pursuant to a Securities Purchase
Agreement, dated May 1, 1998, which he entered into with Union Telecard
Alliance, LLC ("Union") and the Company. In exchange for a 51% interest in
Union, a prepaid calling card distributor, we agreed to issue up to 200,000
shares of common stock to Mr. Gomez. Of such shares, 100,000 shares were
issued upon execution of the Securities Purchase Agreement and are included in
this Prospectus. Carlos Gomez has served as President and as a Manager of
Union since its formation in 1998. Prior to his current position, Carlos Gomez
operated a different company that served as an independent distributor of our
prepaid calling cards.
The following table sets forth certain information known to us with respect
to the beneficial ownership of each selling stockholder as of January 31,
1999, as to (i) the number of shares of common stock and percentage of
outstanding shares of common stock beneficially held by each selling
stockholder, (ii) the maximum number of shares that may be offered by each
selling stockholder pursuant to this Prospectus, (iii) the number of shares of
common stock and percentage of outstanding shares of common stock that will be
held by each selling stockholder assuming the sale of all such shares and
assuming conversion of each of the shares of our
Company's Class A common stock into shares of common stock. We can provide no
assurance as to the number of shares that will be held by each of the selling
stockholders upon termination of this offering because each of the selling
stockholders may offer all or some part of the shares which he or she holds
from time to time pursuant to the offering contemplated by this Prospectus, and
because this offering is not being underwritten on a firm commitment basis. See
"Plan of Distribution."
Shares
Beneficially
Owned After the
Shares Beneficially Number of Offering
Owned Prior to the Shares Offered -----------------
Selling Stockholder Offering Hereby Number Percentage
John Altom................. 12,000 12,000 0 0
James R. Curnal............ 933 933 0 0
Erica C. Gaffey............ 3,200 3,200 0 0
Steven J. Graham........... 3,733 3,733 0 0
Peter J. Hamilton.......... 933 933 0 0
Nancy C. Henggeler......... 3,200 3,200 0 0
Eva Janaszik............... 3,733 3,733 0 0
Ariel Mario Lukin.......... 18,880 18,880 0 0
Troy S. Model.............. 1,333 1,333 0 0
Timothy Netta.............. 933 933 0 0
Robert J. Reilly........... 933 933 0 0
Larry N. Singleton......... 8,000 8,000 0 0
Yong S. Singleton.......... 933 933 0 0
Walter Urbanski............ 12,000 12,000 0 0
Saul Zimmerman............. 3,200 3,200 0 0
Carlos Gomez(1)............ 104,000 100,000 4,000 *
(End of item excerpt.)
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