Current Report Filing (8-k)
03 June 2016 - 7:09AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 1, 2016
IDT
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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1-16371
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22-3415036
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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520
Broad Street
Newark,
New Jersey
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07102
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(Address
of principal executive offices)
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(Zip
Code)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01
Other Events.
On
June 1, 2016 (the “Distribution Date”), IDT Corporation (“IDT” or the “Registrant”) completed
the previously disclosed tax-free spinoff (the “Spin-Off”) of its subsidiary Zedge, Inc. (“Zedge”), which
prior thereto, was a majority-owned subsidiary of IDT.
The
registration statement on Form 10-12G (the “Registration Statement”) filed by Zedge under the Securities Exchange
Act of 1934 became effective on May 8, 2016. The Registration Statement includes detailed information about Zedge, the Spin-Off
and related matters. An information statement setting forth the details of the Spin-Off (the “Information Statement”)
was being mailed to stockholders of the Registrant on or about June 2, 2016. The Information Statement can be found on the investors
relations page of the Registrant’s website at http://ir.idt.net. Approval of the Spin-Off by the Registrant’s stockholders
was not required.
On
June 1, 2016 the distribution date for the Spin-Off, each of the Registrant’s stockholders received one share of Zedge’s
Class A common stock for every three shares of the Registrant’s Class A common stock and one share of Zedge’ Class
B common stock for every three shares of the Registrant’s Class B common stock, held at 5:00 p.m., New York City time, on
May 26, 2016, which was the record date of the Spin-Off, and cash in lieu of a fractional share of our common stock.
As
of June 2, 2016, there were a total of approximately 1.6 million shares of the Registrant’s Class A common stock and approximately
21.5 million shares of the Registrant’s Class B common stock.
Zedge’s
Class B common stock is listed on the NYSE MKT under the symbol ZDGE.
Prior
to the Spin-Off, the Registrant entered into a Separation and Distribution Agreement and Tax Separation Agreement with Zedge to
effect the separation and provide a framework for the Registrant’s relationship with Zedge after the Spin-off. The Registrant
also entered into a Transition Services Agreement with Zedge which will provide for certain services to be performed by each of
the Registrant and Zedge to facilitate Zedge’ transition into a separate publicly-traded company. These agreements provide,
among other things, for the allocation between the Registrant and Zedge of the assets, liabilities and obligations currently owned
by the Registrant and attributable to periods prior to, at and after Zedge’ separation from the Registrant, services relating
to employee benefits and payroll and/or the allocation of liabilities and responsibilities relating to employee compensation and
benefit plans and programs and other related matters and the administration of insurance claims. Copies of these agreements are
attached as exhibits to the Amendment to the Registration Statement filed by Zedge on June 1, 2016.
SIGNATURE
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.
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IDT CORPORATION
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By:
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/s/ Shmuel Jonas
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Name:
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Shmuel Jonas
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Title:
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Chief Executive Officer
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Dated:
June 2, 2016
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