H, and All
Any interpretation of what this IPO filing bodes for our IDTC come Monday, as well as for all of next week?? And other than the fact that the merger with InterExchange,Inc. occurred a little more than a year ago, why are they filing now??
Jules
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May 14, 1999 18:59
IDT CORP files prospectus for common stock.
Excerpted from 424B4 filed on 05/14 by IDT CORP:
IDT CORP files prospectus for common stock.
Filed Pursuant to Rule 424(b)(4)
Registration No. 333-77395
370,899 Shares
IDT Corporation
Common Stock
This prospectus relates to the offer and sale of up to 370,899 shares of common stock from time to time by David Turock and Richard Robbins, stockholders of IDT Corporation.
The common stock is listed on the Nasdaq National Market under the symbol "IDTC." On April 27, 1999, the last reported sales price as reported by the Nasdaq National Market was $28.25 per share.
Investing in the common stock involves a high degree of risk. 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 date of this prospectus is May 12, 1999
(End of Item Excerpt)
SELLING STOCKHOLDERS
The shares of common stock that may be offered 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 670,043 shares were previously registered for resale. Under the terms of an agreement that we entered into in April 1999 with David Turock and Richard Robbins, two of the former stockholders of InterExchange, we agreed to register the 370,899 shares covered by this prospectus and we will also register an additional 370,899 shares on or before September 15, 1999. The remainder of these shares will become eligible for resale in installments between October
1999 and October 2002, although up to 143,419 of these shares will remain subject to claims for indemnification that we may be entitled to raise against the former stockholders of InterExchange, and may be returned to us for cancellation.
Dr. Turock has served as our Director of Technology since November 1997. During 1992 through 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.
Mr. Robbins is the former President of InterExchange. Prior to that, Mr. Robbins served as the Chief Financial Officer of InterExchange from its inception in 1995 until May of 1998.
The following table sets forth information about the beneficial ownership of each selling stockholder as of April 24, 1999, as to
Item. the number of shares of common stock that are beneficially held by each selling stockholder,
Item. the maximum number of shares that may be offered by each selling stockholder in this prospectus,
Item. the number of shares of common stock and the percentage of outstanding shares of common stock that will be held by each selling stockholder if he or she sells all of the shares that can be sold under this prospectus.
The percentages in the table assume that each share of our class A common stock has been converted 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 after this offering because each of the selling stockholders may offer all or some part of the shares which he or she holds by means of this prospectus, and because this offering is not being underwritten on a firm commitment basis.
Shares Beneficially Owned/ Shares Beneficially Number of After the Offering Owned/ Prior to the Shares Offered
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Selling Stockholder Offering Hereby Number Percentage
David L. Turock(1)........ 1,156,508 258,797 7,711 3.84%
Richard Robbins........... 432,328 112,102 320,226 *
(End of item excerpt.)
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ifn.com
---------------------------------------------------------------------IDT CORP - IDTC
Price 27 3/8
Net Change -11/16
Volume (000) 850
Day High 27 5/8
Day Low 26 1/2
as of
05/15/99 07:24 AM EDT |
