Post Effective Amendment No. 2 to Form S-8

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