March 31, 1999 21:25
IDT CORP amends offer. 0.1 mil common stock.
Excerpted from S-3/A filed on 03/31 by IDT CORP:
IDT CORP amends offer. 0.1 mil common stock.
Subject to Completion, dated March , 1999
174,344 Shares
IDT Corporation
Common Stock
This prospectus relates to the offer and sale of up to 174,344 shares of
common stock from time to time by the stockholders of IDT Corporation that are
listed on page 28. 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 March 26, 1999, the last reported sales price as reported by the
Nasdaq National Market was $17.1875 per share.
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 date of this prospectus is , 1999
(End of Item Excerpt)
THE COMPANY
IDT Corporation 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 a merger agreement, dated April 7, 1998 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. A portion of
the shares will remain in escrow until October 2002 in order to satisfy certain
indemnification obligations that the former stockholders of InterExchange 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.
(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 a merger agreement, dated April 7, 1998 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. A portion of
the shares will remain in escrow until October 2002 in order to satisfy certain
indemnification obligations that the former stockholders of InterExchange 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 InterExchange and will be available for sale
after April 7, 1999 in this Prospectus. During the last three years, each of
these employees served InterExchange and/or IDT 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 is
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 us.
Carlos Gomez obtained his shares by virtue of a securities purchase
agreement, dated May 1, 1998, which he entered into with Union Telecard and us.
In exchange for a 51% interest in Union Telecard, a prepaid calling card
distributor, we agreed to issue up to 200,000 shares of common stock to Mr.
Gomez. 100,000 of these shares were issued upon execution of the securities
purchase agreement and are included in this prospectus. Mr. Gomez has served as
President and as a Manager of Union Telecard since its formation in 1998. Prior
to his current position, Mr. Gomez operated a different company that served as
an independent distributor of prepaid calling cards.
The following table sets forth certain information about the beneficial
ownership of each selling stockholder as of January 31, 1999, as to
. the number of shares of common stock that are beneficially held by each
selling stockholder,
. the maximum number of shares that may be offered by each selling
stockholder in this prospectus,
. 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 assumes 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 pursuant to this
prospectus, and because this offering is not being underwritten on a firm
commitment basis.
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
George K. Mezinis.......... 400 400 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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