February 7, 2006
Via U.S. Mail
Ira Greenstein
President
IDT Corporation
520 Broad Street
Newark, NJ 07102
Re: IDT Corporation
Schedule TO-I filed February 1, 2006
SEC File No. 5-48167
Dear Mr. Greenstein:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule TO
Exhibit (a)(1)(i) - Offer to Purchase
1. We note your indication that the offer excludes options to
purchase 139,578 shares of your Class B Stock. Please
supplementally
advise us as to the reason for this exclusion. We may have
further
comment upon receipt of your response. Please further clarify
whether or not you make any distinction as to whether the options
must be vested or unvested in order for them to be available for
tender.
2.
See the Summary Term Sheet. In "Why are you making the Offer?"
you
indicate that the exercise price for many of the options that are
the
subject of this offer is greater than $12.35 per share "and has
been
for an extended period of time." If not all of the options that
are
the subject of this offer have an exercise price that is in excess
of
$12.35, please revise to be more specific considering you
currently
refer to "many" and this reference is unclear. Also, clarify your
reference to "extended period of time" to be more specific as to
exactly how long the exercise price has exceeded the average
closing
price of your Class B Common Stock.
3. See the first paragraph, which relates to the company`s
determination whether the triggering of a condition "makes it
inadvisable" to proceed with the offer. Please note that, when a
condition is triggered and the company decides to proceed with the
offer anyway, we believe that this constitutes a waiver of the
triggered condition(s). You may not rely on this language to
tacitly
waive a condition of the offer by failing to assert it. Please
confirm your understanding on a supplemental basis.
4. See Section 6. A tender offer may only be subject to
conditions
that are drafted with sufficient specificity to allow for
objective
verification that the conditions have been satisfied. In this
regard, we note the references to "indirectly" in subparagraph
(b).
Please revise to clarify the conditions in accordance with this
comment.
5. See Schedule B. Please advise us as to the nature of the
purchases by you of Class B Stock during the past 60 days.
Specifically, were these open-market purchases? Privately
negotiated
buy-backs? Are they pursuant to a repurchase plan? We may have
further comment upon receipt of your response.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the filing persons are in possession
of
all facts relating to their disclosure, they are responsible for
the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:
* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the bidder may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264. You may also reach me
by
facsimile at (202) 772-9203.
Sincerely,
Mara L. Ransom
Special Counsel
Office of Mergers and
Acquisitions
cc via facsimile at (973) 438-1455:
Joyce Mason, Esq.
General Counsel
IDT Corporation
520 Broad Street
Newark, NJ 07102
IDT Corporation
February 7, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE