Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 7, 2009
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

520 Broad Street
Newark, New Jersey
(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 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)
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Item 8.01 Other Events.
On May 13, 2009, IDT Corporation (the “Registrant”) reported that the board of directors of the Registrant authorized management to pursue a plan to separate, through a tax-free spinoff (the “Spin-Off”), the following subsidiaries of the Registrant: (i) CTM Media Holdings, Inc. (“Holdings”); (ii) CTM Media Group, Inc.; (iii) IDT Local Media, Inc.; (iv) IDT Internet Mobile Group, which holds the Registrant’s majority interest in Idea and Design Works, LLC; and (v) Beltway Acquisition Corporation, which holds the broadcast license of the WMET-AM radio station ((ii), (iii), (iv) and (v) collectively the “Spun-Off Entities”). Following the effecting of a related internal restructuring of the Registrant (the “Restructuring”), the Spun-Off Entities will be held by Holdings, a Delaware corporation, that was formed on May 8, 2009 for such purpose.  The intent is that Holdings will be spun-off to the Corporation’s stockholders as a new publicly traded company.  Approval of the Spin-Off by the Registrant’s stockholders is not required. 
 Completion of the Spin-Off is subject to final approval by the Registrant’s board of directors, confirmation of the tax-free nature of the transaction, as well as effectiveness of a Form 10 registration statement filed with the U.S. Securities and Exchange Commission (“SEC”). The Form 10 was originally filed on May 13, 2009 with the SEC.  An amendment to the Form 10 (the “Amendment”) was filed on July 7, 2009 and provides further and more updated information about Holdings, the Spin-Off and related matters, including Holdings’ results of operations as of, and for the nine-month period ended, April 30, 2009.  Holdings will distribute an information statement to stockholders following completion of the SEC’s review of the Form 10. The Registrant’s board of directors reserves the right to amend, modify or abandon the Spin-Off and the related transactions at any time prior to the distribution date.
As delineated in the Amendment, the planned Spin-Off will be accomplished through a pro rata distribution of Holdings’ common stock to the Registrant’s stockholders of record as of the close of business on the record date which has yet to be determined by the Registrant’s board of directors.  As a result of the Spin-Off, it is currently contemplated that each of the Registrant’s stockholders will receive: (i) one share of Holdings Class A common stock for every three shares of the Registrant’s common stock; (ii) one share of Holdings Class B common stock for every three shares of the Registrant’s Class B common stock; (iii) one share of Holdings Class C common stock for every three shares of the Registrant’s Class A common stock; and (iv) cash in lieu of a fractional share of all classes of Holdings’ common stock.

This Form 8-K report contains forward-looking statements addressing the spinoff, the operation, business and prospects of the Registrant and Holdings following the spinoff and other expectations, prospects, estimates and other matters that are dependent upon future events or developments. These matters are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. These risks and uncertainties include uncertainties regarding the spinoff, including the timing and terms of the spinoff and whether the spinoff will be completed, and uncertainties regarding the impacts on the Registrant and the market for their respective securities if the spinoff is accomplished. In addition, the Registrant and Holdings are subject to additional risks and uncertainties, as described in the Registrant’s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and exhibits to those reports.


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.
Dated: July 7, 2009  
/s/ James A. Courter
Name: James A. Courter
Title: Chief Executive Officer