Back to press releasesNEWARK, N.J., December 9, 2002 — IDT Corporation (NYSE: IDT.B, IDT), a multinational carrier, telephone and technology company, is pleased to announce that it will achieve a majority of independent directors on the IDT Corporate Board with the elimination of one inside directorship and with the appointment of one additional outside director. The changes to the board are to be effective following the IDT Board of Directors meeting on December 11, 2002. At that time the IDT Board will have 8 outside directors and 7 inside directors.
In fulfilling the new corporate mandate, IDT Corporation is pleased to welcome former U.S. Senator from Minnesota, Rudy Boschwitz and Marc J. Oppenheimer, President and CEO of Crystallex International Corporation to the IDT Board of Directors. Senator Boschwitz, currently serves on the IDT Media Board. Also, outside director, Meyer Berman, age 68, has announced his retirement from IDT’s board.
“IDT has been moving toward having an independent board for several years now. That has been our goal long before corporate scandals started making daily headlines and long before regulators deemed it necessary. We were moving toward an independent board because it was the right thing to do,” said Jim Courter, IDT’s CEO. “For IDT, just having a majority of outside directors is still not enough. We have built a Board of high caliber, strongly independent and highly distinguished individuals. It is a Board that I believe is the envy of many of America’s largest companies.”
Rudy Boschwitz was first elected to the United States Senate from Minnesota in 1978. He was re-elected in 1984, and served until 1991. Sen. Boschwitz is currently Chairman of the Advisory Committee of the Center for Global Food Issues, and a director of Friends of the World Food Program (a UN agency), the Hudson Institute, and the St. Paul Chamber Orchestra. He is currently Founder and Chairman of HomeValu, Inc.
Marc Oppenheimer has served as President and CEO of Crystallex International Corporation, an emerging gold mining company, since 1995. Previously, Mr. Oppenheimer was Director of Trade and Merchant Banking with Midlantic National Bank. Mr. Oppenheimer was a senior executive in the International Department of the Commodity Financing Division at Chase Manhattan Bank. Mr. Oppenheimer earned an MBA in Finance and a Bachelor of Science degree in Management and Industrial Relations from NYU.
“I have tremendous respect for Rudy Boschwitz and Marc Oppenheimer. They are both individuals with great intelligence, integrity and business acumen,” said Howard Jonas, IDT’s Chairman. “So, if I ever get outvoted on a decision by our outside controlled board, I’ll take some comfort knowing that Rudy and Marc were there and voted their consciences.”
As part of the realignment of the IDT Corporate Board, inside director Geoffrey Rochwarger will leave the Board to become vice chairman of the Board of IDT Winstar, a subsidiary of IDT Corporation.
Also, IDT announced that Senator Frank Lautenberg will resign his position as a member of the IDT Media Board. Mr. Lautenberg was re-elected to the United States Senate and will take office in January, 2003.
IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to its retail and wholesale customers worldwide. IDT Telecom, by means of its own national telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance telephony and prepaid calling cards. IDT and Liberty Media own 95% and 5 % of IDT Telecom, respectively. IDT Media is the IDT subsidiary principally responsible for the Company’s initiatives in media, new video technologies and print media.
Through its various subsidiaries, IDT has interests in several telecom, Internet-related and media companies. IDT acquired assets of Winstar Communications in December 2001. IDT Corporation common shares trade on the New York Stock Exchange under the ticker symbols IDT.B and IDT. As of October 18, 2002, there were about 54.1 million shares of Class B common stock (IDT.B) outstanding, and about 25.0 million shares of common stock (IDT). Of these, approximately 4.0 million shares of Class B common stock and approximately 5.4 million shares of common stock were held by IDT Corporation.
In this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in our most recent report on SEC Form 10-K (under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K. These factors include, but are not limited to, the following: potential declines in prices for our products and services; our ability to maintain and grow our retail telecommunications services, particularly our prepaid calling card business; availability of termination capacity; financial stability of our customers; our ability to maintain carrier agreements with foreign carriers; effectiveness of our marketing and distribution efforts; increased competition, particularly from regional bell operating companies; our ability to manage our growth; competitiveness of our Winstar subsidiary; impact of government regulation; our ability to obtain telecommunications products or services required for our products and services; and general economic conditions, particularly in the telecommunications markets. We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise.
