As filed with the Securities and Exchange Commission on June 17, 2003
Registration No. 333-49150
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IDT CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 22-3415036 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000
(Address of Principal Executive Offices, Including Zip Code)
IDT Corporation 1996 Stock Option and Incentive Plan,
as Amended and Restated
(Full Title of the Plan)
James A. Courter
Chief Executive Officer
IDT Corporation
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Joyce J. Mason, Esq.
General Counsel
IDT Corporation
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000
EXPLANATORY NOTE
Upon its effectiveness, the Registrant’s Registration Statement on Form S-8 (File No. 333-49150), originally filed with the Securities and Exchange Commission (the “Commission”) on November 2, 2000, as amended by Post-Effective Amendment No. 1 filed with the Commission on October 8, 2002 (as so amended, the “November Registration Statement”), covered certain shares of Common Stock of the Registrant related to the Registrant’s 1996 Stock Option and Incentive Plan, as Amended and Restated (the “1996 Plan”).
On April 25, 2003, all then outstanding stock options exercisable for shares of Common Stock of the Registrant were amended to entitle the holders thereof to acquire shares of Class B Common Stock of the Registrant instead of Common Stock. As a result, a total of 1,355,109 shares of Common Stock covered by the November Registration Statement are no longer issuable pursuant to the 1996 Plan.
Accordingly, by this Post-Effective Amendment No. 2, the Registrant hereby deregisters 1,355,109 shares of Common Stock covered by the November Registration Statement. These deregistered shares have been registered by the Registrant on a Registration Statement on Form S-8 as shares of Class B Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of New Jersey, on June 17, 2003.
| IDT CORPORATION | ||
| By: |
/s/ JAMES A. COURTER | |
| James A. Courter Vice Chairman and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Form S-8 Registration Statement has been signed by the following persons in the capacities indicated on this 17 day of June, 2003.
| Signature |
Titles | |
| * Howard S. Jonas |
Chairman of the Board | |
| /s/ JAMES A. COURTER James A. Courter |
Vice Chairman and Chief Executive Officer (Principal Executive Officer) | |
| * Stephen R. Brown |
Chief Financial Officer, Treasurer and Director (Principal Financial Officer) | |
| /s/ MARCELO FISCHER Marcelo Fischer |
Chief Accounting Officer and Controller (Principal Accounting Officer) | |
| /s/ MICHAEL FISCHBERGER Michael Fischberger |
Director | |
| * Joyce J. Mason |
Director | |
| * Marc E. Knoller |
Director | |
| * Moshe Kaganoff |
Director | |
| * J. Warren Blaker |
Director | |
| /s/ RUDY BOSCHWITZ Rudy Boschwitz |
Director | |
| * Saul K. Fenster |
Director | |
| Signature |
Titles | |
| /s/ JACK F. KEMP Jack F. Kemp |
Director | |
| /s/ MICHAEL J. LEVITT Michael J. Levitt |
Director | |
| /s/ MARC J. OPPENHEIMER Marc J. Oppenheimer |
Director | |
| * William Arthur Owens |
Director | |
| * William F. Weld |
Director | |
| *By: |
/s/ JAMES A. COURTER | |
| James A. Courter Attorney-in-Fact | ||