UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
RAFAEL HOLDINGS, inc.
(Exact name of registrant as specified in its charter)
| Delaware | 82-2296593 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
520 Broad Street, Newark, NJ 07102
(Address of principal executive offices, zip code)
(973) 438-1000
(Registrant’s telephone number, including area code)
With copies to:
Rafael Holdings, Inc. 520 Broad Street Newark, New Jersey 07102 Attention: Menachem Ash
| Dov T. Schwell, Esq. c/o Schwell Wimpfheimer & Associates LLP 1430 Broadway, Suite 1615 New York, NY 10018 (646) 328-0795 |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be registered | Name of each exchange on which registered | |
| N/A | N/A |
Securities registered pursuant to section 12(g) of the Act:
Class B common stock, par value $0.01 per share
Indicate by check mark whethertheregistrantisalargeacceleratedfiler,anacceleratedfiler,a non-acceleratedfiler, smallerreporting company,oranemerginggrowthcompany.Seethedefinitionsof“largeacceleratedfiler,”“acceleratedfiler,” “smallerreporting company,”and“emerginggrowthcompany”inRule12b-2of the ExchangeAct.
| Large accelerated filer | ☐ | Accelerated filer | ☒ |
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | ||
Ifanemerginggrowthcompany,indicatebycheck markiftheregistranthas electednottousetheextendedtransitionperiodforcomplyingwithany neworrevisedfinancial accountingstandardsprovidedpursuanttoSection13(a)of the Exchange Act. ☐
INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED BY REFERENCE IN FORM 10
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
This registration statement on Form 10 (the “Form 10”) incorporates by reference information contained in the information statement filed as exhibit 99.1 hereto (the “information statement”). The cross-reference table below identifies where the items required by Form 10 can be found in the information statement.
| Item No. | Item Caption | Location in Information Statement | ||
| 1. | Business | “Executive Summary” and “Business” | ||
| 1A. | Risk Factors | “Risk Factors” | ||
| 2. | Financial Information | “Unaudited Pro Forma Condensed Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | ||
| 3. | Properties | “Executive Summary” and “Business” | ||
| 4. | Security Ownership of Certain Beneficial Owners and Management | “Security Ownership by Certain Beneficial Owners and Management” | ||
| 5. | Directors and Executive Officers | “Management” | ||
| 6. | Executive Compensation | “Executive Compensation” | ||
| 7. | Certain Relationships and Related Transactions, and Director Independence | “Our Relationship with IDT After the Spin-Off and Related Person Transactions” | ||
| 8. | Legal Proceedings | “Legal Proceedings” | ||
| 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | “Executive Summary;” “Risk Factors;” “The Spin-Off;” “Dividend Policy;” and “Description of Our Capital Stock” | ||
| 10. | Recent Sale of Unregistered Securities | “Recent Sale of Unregistered Securities” | ||
| 11. | Description of Registrant’s Securities to be Registered | “Description of Our Capital Stock” | ||
| 12. | Indemnification of Directors and Officers | “Description of Our Capital Stock;” and “Our Relationship with IDT After the Spin-Off and Related Person Transactions” | ||
| 13. | Financial Statements and Supplementary Data including the Combined Financial Statements | “Unaudited Pro Forma Condensed Combined Financial Data;” “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and “Index to Combined Financial Statements” | ||
| 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None | ||
| 15. | Financial Statements and Exhibits | “Unaudited Pro Forma Condensed Combined Financial Data”; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and “Index to Combined Financial Statements” and the combined financial statements referenced therein |
| (a) | List of Financial Statements |
The following historical and pro forma combined financial statements of Rafael Holdings, Inc. are included in the information statement and filed as part of this registration statement on Form 10:
| (1) | Audited Combined Financial Statements, including Report of Independent Registered Public Accounting Firm, as of July 31, 2017 and 2016, and for each of the years in the three-year period ended July 31, 2017; |
| (b) | Exhibits |
The following exhibits are filed herewith unless otherwise indicated:
Exhibit Number |
Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement between IDT Corporation and Rafael Holdings, Inc.* | |
| 3.1 | Form of the Amended and Restated Certificate of Incorporation of Rafael Holdings, Inc.* | |
| 3.2 | By-Laws of Rafael Holdings, Inc. * | |
| 4.1 | Specimen common stock certificate of Rafael Holdings, Inc.* | |
| 10.1 | Form of 2017 Stock Option and Incentive Plan* ** | |
| 10.2 | Transition Services Agreement* | |
10.3 | Tax Separation Agreement* | |
| 21.01 | Subsidiaries of Rafael Holdings, Inc.* | |
| 99.1 | Preliminary Information Statement of IDT Corporation, subject to completion, dated October 31, 2017 |
* To be filed by amendment
** Management contract or compensatory plan or arrangement
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| RAFAEL HOLDINGS, Inc. | ||
| By: | /s/ Menachem Ash | |
| Name: Menachem Ash | ||
| Title: President | ||
Dated: October 31, 2017
| INDEX TO EXHIBITS | ||
Exhibit Number |
Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement between IDT Corporation and Rafael Holdings, Inc.* | |
| 3.1 | Form of the Amended and Restated Certificate of Incorporation of Rafael Holdings, Inc.* | |
| 3.2 | By-Laws of Rafael Holdings, Inc. * | |
| 4.1 | Specimen common stock certificate of Rafael Holdings, Inc.* | |
| 10.1 | Form of 2017 Stock Option and Incentive Plan* ** | |
| 10.2 | Transition Services Agreement* | |
| 10.3 | Tax Separation Agreement* | |
| 21.01 | Subsidiaries of Rafael Holdings, Inc.* | |
| 99.1 | Preliminary Information Statement of IDT Corporation, subject to completion, dated October 31, 2017 | |
* To be filed by amendment
** Management contract or compensatory plan or arrangement
