Attached files
| file | filename |
|---|---|
| EX-10.01 - AGREEMENT - IDT CORP | f8k121609a1ex10i_idt.htm |
| EX-10.02 - WARRANT TO PURCHASE COMMON STOCK - IDT CORP | f8k121609a1ex10ii_idt.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 16, 2009
IDT
CORPORATION
(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/A 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)
|
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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 5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On a Form
8-K filed with the Securities and Exchange Commission on September 23, 2009 (the
“Original 8-K”), IDT Corporation (the “Registrant” or the “Company”) announced
the general terms of the Registrant’s verbal understanding with James A.
Courter, the Registrant’s former Chief Executive Officer (“CEO”) (as of the date
of the Original 8-K, Mr. Courter was the Registrant’s CEO – a position he held
through October 21, 2009), that had been approved by the Compensation Committee
of the Registrant’s Board of Directors. On December 16, 2009, the
Registrant entered into an agreement (the “Agreement”) with Mr. Courter, which
is effective as of October 21, 2009, finalizing the terms of Mr. Courter’s
ongoing relationship with the Company. As was noted on the Original
8-K and pursuant to the Agreement, Mr. Courter will continue to serve as Vice
Chairman of the Company and as Vice Chairman of Genie Energy Corporation.
Mr. Courter will be paid $250,000 per annum throughout his lifetime so long as
he fulfills the responsibilities and fulfills his service obligations as
required in the Agreement. As was noted on the Original 8-K and is set
forth in the Agreement, Mr. Courter surrendered options to purchase 943,268
shares of Class B Common Stock of the Company and in return was issued 281,411
shares of Class B Common Stock of the Company (the
“Shares”). The Shares were issued pursuant to the Company’s
2005 Stock Option and Incentive Plan. Pursuant to a Warrant to
Purchase Common Stock (the “Warrant”) executed by the Registrant and Mr.
Courter, for a period of five years from the effective date of the Agreement,
and subject to certain conditions, Mr. Courter will have the right to exchange
225,129 shares of Class B Common Stock of the Company for 1,000 shares of common
stock of Genie Energy Corporation owned by the Company (representing 1% of the
outstanding equity of Genie Energy Corporation as of the date of the
Warrant). Pursuant to the Agreement, Mr. Courter received a special bonus
of $542,059.71. On December 20, 2009, Mr. Courter also received a
performance-based bonus of $350,000 for his employment as CEO during Fiscal
2009.
Copies of
the Agreement and the Warrant are attached hereto as Exhibit 10.01 and 10.02,
respectively, and are incorporated by reference herein as if set forth in full.
The descriptions of the terms and conditions of the Agreement and the Warrant
set forth above are qualified in their entirety by reference to such
exhibits.
The
Original 8-K also disclosed grants of common stock and Class B common stock to
Howard S. Jonas, the Registrant’s current CEO, made pursuant to an employment
agreement (the “Grants”). The numbers used in the Original 8-K did
not reflect the 1-for-3 reverse stock split that the Registrant effected on
February 24, 2009 (the “Reverse Split”). Pursuant to the employment
agreement, and taking into account the Reverse Split, Mr. Jonas was granted
1,176,427 restricted shares of the Registrant’s Class B Common Stock and 883,333
restricted shares of the Registrant’s Common Stock.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Document
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10.01
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Agreement,
entered into as of October 21, 2009, between the Registrant and James A.
Courter.
|
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10.02
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Warrant
to Purchase Common Stock, entered into as of October 21, 2009, between the
Registrant and James A. Courter.
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2
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.
|
IDT
CORPORATION
|
||
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By:
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/s/
Howard S. Jonas
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Name:
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Howard
S. Jonas
|
|
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Title:
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Chief
Executive Officer
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Dated:
December 22, 2009
3
EXHIBIT
INDEX
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Exhibit
Number
|
|
Document
|
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10.01
|
|
Agreement,
entered into as of October 21, 2009, between the Registrant and James A.
Courter.
|
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10.02
|
Warrant
to Purchase Common Stock, entered into as of October 21, 2009, between the
Registrant and James A. Courter.
|