As
filed with the Securities and Exchange Commission on September 29, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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)
IDT
Corporation 2024 Equity Incentive Plan, As Amended and Restated
(Full
Title of the Plan)
Shmuel
Jonas
Chief
Executive Officer
IDT
Corporation
520
Broad Street
Newark,
New Jersey 07102
(973)
438-1000
(Name,
Address and Telephone Number of Agent for Service)
Copies
to:
Joyce
J. Mason, Esq.
General
Counsel
IDT
Corporation
520
Broad Street
Newark,
New Jersey 07102
(973)
438-1000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☒ |
Accelerated
filer |
☐ |
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| Non-accelerated
filer |
☐ |
Smaller
reporting company |
☐ |
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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 7(a)(2)(B) of the Securities Act. ☐
PART
I
SECTION
10(a) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the IDT Corporation 2024
Equity Incentive Plan, as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”)
under the Securities Act. Such documents are not filed with the Commission, either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 (§230.424). These documents and the documents incorporated by reference in the registration
statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents previously filed with the Securities and Exchange Commission (the “Commission”) by the Registrant, pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration
Statement:
| |
(a) |
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025, filed with the Commission on September 29,
2025; |
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(b) |
The
Registrant’s Current Reports on Form 8-K filed with the Commission on September 22, 2025; and |
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(c) |
The
description of the Class B common stock, par value $.01 per share (the “Class B Common Stock”), of the Registrant set
forth as Item 1 under the caption “Description of Securities” in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on May 4, 2001 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed
for the purpose of updating such information, including Exhibit 4.2 to our 2020 Form 10-K. |
All
documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a above, being hereinafter referred to as “Incorporated Documents”).
Any
statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Certain
legal matters with respect to the Class B Common Stock have been passed on by Joyce J. Mason, Esq. Ms. Mason is Executive Vice President,
Corporate Secretary and General Counsel of the Registrant and is the beneficial owner of 88,411 shares of Class B Common Stock, consisting
of (a) 39,108 shares of Class B Common Stock held directly, (b) 4,482 shares of Class B Common Stock held by Ms. Mason in her 401(k)
plan account as of June 30, 2025, (c) 1,396 shares of Class B Common Stock purchased through the Company’s Employee Stock Purchase
Program, (d) 13,212 shares of Class B Common Stock owned by Ms. Mason’s husband, and (e) 30,213 shares of Class B Common Stock
owned by Ms. Mason’s son. In addition, Ms. Mason directly holds 2,000 deferred stock units (each, a “DSU”). Each
DSU is the right to receive between 1/2 of a share and 4 shares of the Company’s Class B common stock. Vesting is ratably in February
2026, February 2027 and February 2028. The number of shares that will actually be issued for each DSU depends on the market price for
the Class B common stock as of the relevant vesting date. The number of shares of Class B common stock that will be issued depends
on the Market Price on the applicable vesting date as compared to the Grant Price of the DSUs ($50.90), with no less than 0.5 shares
(Market Price less than $25.45) and no more than 4.0 shares (Market Price greater than $101.80) to be issued for each DSU vested. Upon
vesting of all of the DSUs, between 1,000 and 8,000 shares of Class B common stock will have been issued.
Ms.
Mason is the sister of Howard S. Jonas, Chairman of the Board and Chairman of the Registrant, and aunt of Shmuel Jonas, Chief Executive
Officer of the Registrant.
Item
6. Indemnification of Directors and Officers.
The
Registrant’s Certificate of Incorporation provides that, to the extent permitted by the Delaware General Corporation Law (“DGCL”),
directors of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director. Section 102(7) of the DGCL, however, states that such a provision may not eliminate or limit the liability of a director
(i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, relating to unlawful
dividends, distributions or the repurchase or redemption of stock or (iv) for any transaction from which the director derives an improper
personal benefit.
The
Registrant’s By-Laws provide that the Registrant shall indemnify and hold harmless, to the fullest extent permitted by the DGCL,
any person against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred in connection with any threatened, pending or completed legal proceedings in which such person is involved by reason of the
fact that he is or was a director, officer, employee or agent of the Registrant (or serving in any such capacity with another business
organization at the request of the Registrant) if he acted in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, if he had no reasonable cause
to believe that his conduct was unlawful. If the legal proceeding, however, is by or in the right of the Registrant, such director, officer,
employee or agent may not be indemnified in respect of any claim, issue or matter as to which he shall have been adjudged to be liable
to the Registrant unless a court determines otherwise.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| *4.1 |
|
IDT Corporation 2024 Equity Incentive Plan, as Amended and Restated |
| |
|
|
| *5.1 |
|
Legal Opinion of Joyce J. Mason, Esq. |
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|
|
| 23.1 |
|
Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto). |
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| *23.2 |
|
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm. |
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|
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| 24.1 |
|
Power of Attorney (included in the Signature Pages to this Registration Statement). |
| |
|
|
| *107 |
|
Filing Fee Table. |
Item
9. Undertakings.
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(a) |
The
undersigned Registrant hereby undertakes: |
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(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
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(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
and |
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|
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(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement. |
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Securities Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
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(2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
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(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
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(b) |
The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(c) |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. |
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(d) |
The
Registrant undertakes that it will submit the Plan and any amendment thereto to the Internal Revenue Service (“IRS”)
in a timely manner and will make all changes required by the IRS in order to qualify the Plan. |
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 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 September 29, 2025.
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IDT
CORPORATION |
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|
|
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By: |
/s/
Shmuel Jonas |
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|
Shmuel
Jonas |
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|
Chief
Executive Officer |
The
undersigned directors and officers hereby constitute and appoint Shmuel Jonas and Marcelo Fischer, and each of them, with full power
to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power
to execute in our name in the capacities indicated any and all amendments (including post-effective amendments) to this Registration
Statement and to sign any and all additional registration statements relating to the same offering of securities as this Form S-8 that
are filed pursuant to the requirements of the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm that all such attorneys-in fact, or
either of them, or their substitutes shall lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Form S-8 Registration Statement has been signed by the following
persons in the capacities indicated and on the date indicated.
| Signature |
|
Titles |
|
Date |
| |
|
|
|
|
| /s/
Shmuel Jonas |
|
Chief
Executive Officer (Principal Executive Officer) |
|
September
29, 2025 |
| Shmuel
Jonas |
|
|
|
|
| |
|
|
|
|
| /s/
Howard S. Jonas |
|
Chairman
of the Board and Chairman |
|
September
29, 2025 |
| Howard
S. Jonas |
|
|
|
|
| |
|
|
|
|
| /s/
Marcelo Fischer |
|
Chief
Financial Officer (Principal Financial Officer) |
|
September
29, 2025 |
| Marcelo
Fischer |
|
|
|
|
| |
|
|
|
|
| /s/
Mitch Silberman |
|
Chief
Accounting Officer and Controller |
|
September
29, 2025 |
| Mitch
Silberman |
|
(Principal
Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Elaine Yatzkan |
|
Director |
|
September
29, 2025 |
| Elaine
Yatzkan |
|
|
|
|
| |
|
|
|
|
| /s/
Eric F. Cosentino |
|
Director |
|
September
29, 2025 |
| Eric
F. Cosentino |
|
|
|
|
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|
|
|
|
| /s/
Irwin Katsof |
|
Director |
|
September
29, 2025 |
| Irwin
Katsof |
|
|
|
|
| |
|
|
|
|
| /s/
Judah Schorr |
|
Director |
|
September
29, 2025 |
| Judah
Schorr |
|
|
|
|
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| *4.1 |
|
IDT Corporation 2024 Equity Incentive Plan, as Amended and Restated |
| |
|
|
| *5.1 |
|
Legal Opinion of Joyce J. Mason, Esq. |
| |
|
|
| 23.1 |
|
Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto). |
| |
|
|
| *23.2 |
|
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm. |
| |
|
|
| 24.1 |
|
Power of Attorney (included in the Signature Pages to this Registration Statement). |
| |
|
|
| *107 |
|
Filing Fee Table. |
