Date: 10/2/2020 Form: 8-K - Current report
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Washington, D.C. 20549









Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 30, 2020





(Exact name of registrant as specified in its charter)




Delaware  1-16371  22-3415036
(State or other jurisdiction
of incorporation)
  (Commission File Number)  (IRS Employer
Identification No.)


520 Broad Street Newark, New Jersey  07102
(Address of principal executive offices)  (Zip Code)


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):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class  Trading Symbol(s)  Name of each exchange on which registered
Class B common stock, par value $.01 per share  IDT  New York Stock Exchange.


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(e) On September 30, 2020, the Compensation Committee of the Board of Directors (the “Board”) of IDT Corporation (the “Registrant”) approved a compensatory arrangement with Howard S. Jonas, the Registrant’s Chairman of the Board, and Shmuel Jonas, the Registrant’s Chief Executive Officer, subject to finalization of the terms of the grants, documentation and approval of the Corporate Governance Committee of the Board. The arrangement would provide for grants to each of Howard Jonas and Shmuel Jonas of restricted equity interests in an entity that will operate the Unified Communications as a Service business of the Registrant’s net2phone segment, consisting of a unified cloud-based communications service for businesses in North America and South America and certain other international markets (the “Business Unit”). The restricted equity will vest only on the satisfaction of both a doubling of the quarterly revenue run rate and achieving a value for the Business Unit of $100 million or more. The restricted equity would entitle the grantees to proceeds only on a sale, spin-off, initial public offering or other monetization of the Business Unit and have certain protection from dilution.






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.


  By: /s/ Shmuel Jonas
  Name:  Shmuel Jonas
  Title: Chief Executive Officer


Dated: October 1, 2020