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IDT Corporation today announced that, at a Special Meeting of
Stockholders, its stockholders approved an amendment to its certificate
of incorporation automatically converting and reclassifying each
outstanding share of its Common Stock (NYSE: IDT.C) into one share of
its Class B Common Stock (NYSE: IDT).
In connection with the amendment, the Company also said it will delist
its Common Stock from the New York Stock Exchange (NYSE) and deregister
and suspend its reporting obligations with respect to its Common Stock
under the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.
IDT Corporation’s Class B Common Stock will remain listed on the NYSE
under the same “IDT” ticker symbol and will be the Company’s only
publicly traded stock. By virtue of the ownership and NYSE-listing of
its Class B Common Stock, the Company will remain subject to the
reporting obligations under the Exchange Act.
This move simplifies our capital structure,” said Howard Jonas, Chairman
and Chief Executive Officer of IDT. “It is one of a series of steps we
are taking to make IDT a more transparent and easily understood company.”
IDT Corporation has provided written notice to the NYSE of its intention
to delist its Common Stock, and requested that the NYSE submit the
related Form 25 to the Securities and Exchange Commission (SEC). Trading
of the Common Stock on the NYSE will be suspended as of the opening of
trading on April 5, 2011 and the Company expects that the delisting will
become fully effective ten days after the Filing of the Form 25.
Once the delisting has become effective and the Company meets the
criteria for deregistration, it intends to file a Form 15 with the SEC
in order to deregister the Common Stock and suspend its reporting
obligations under the Exchange Act. Deregistration is expected to become
effective 90 days after the filing of the Form 15.
Record holders of Common Stock will receive detailed instructions from
American Stock Transfer & Trust Company, LLC, the exchange agent, on how
to exchange their shares of Common Stock for shares of Class B Common
Stock.
In connection with the reclassification and the previously consummated
exchange offer of Class B Common Stock for Common Stock, Howard Jonas is
exchanging 1,698,000 shares of Class A Common Stock for an equal number
of shares of Class B Common Stock so that his aggregate voting interest
does not increase as a result of those steps.
Forward-Looking Statements
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 headings “Risk Factors” and “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.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.
About IDT Corporation:
IDT
Corporation (NYSE:
IDT) is a consumer services company with operations primarily in the
telecommunications and energy industries.
IDT Corporation
Investor Relations
Bill Ulrey, 973-438-3838
invest@idt.net
