SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Preliminary Proxy Statement
[_]Confidential, For Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[_]Definitive Proxy Statement
[X]Definitive Additional Materials
[_]Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
NET2PHONE, INC.
(Name of Registrant as Specified in Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
........................................................................
(2) Aggregate number of securities to which transaction applies:
........................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
........................................................................
(4) Proposed maximum aggregate value of transaction:
........................................................................
(5) Total fee paid:
........................................................................
[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid: ________________________________________________
(2) Form, Schedule or Registration Statement no.: __________________________
(3) Filing Party: __________________________________________________________
(4) Date Filed: _______________
Net2Phone Updates Shareholders on AT&T Transaction
Company expects AT&T investment to close in August, 2000 at start of new
fiscal year
HACKENSACK, NJ - June 7, 2000 --- Net2Phone Inc. (NASDAQ: NTOP) announced
today that it is calling a special meeting of its stockholders, to be held
Thursday July 6, 2000 at 9:00 am local time at what is to become its new
headquarters at 520 Broad Street, Newark, New Jersey, for its stockholders
of record on June 2, 2000.
At the meeting, stockholders will act on a proposed amendment to Net2Phone's
Certificate of Incorporation to increase the authorized shares of Class A Common
Stock by 4,000,000 shares for the purpose of selling those shares to a company
that will initially be majority-owned by AT&T Corp. (NYSE: T) for an aggregate
purchase price of $300,000,000 and to take the other stockholder actions
required to implement Net2Phone's and IDT Corporation's transactions with AT&T
Corp. that was announced on March 31, 2000, as well as to increase the number of
shares authorized for issuance under Net2Phone's stock option plan.
Net2Phone has filed with the Securities and Exchange Commission a proxy
statement containing information about the matters outlined above. Please read
the proxy statement and other relevant documents filed with the SEC because they
contain important information. Our stockholders can obtain the proxy statement
and other documents filed by us for free at the SEC Internet site at
http://www.sec.gov. The proxy statement is being mailed to our stockholders the
week of June 5, 2000; proxies are being solicited by our Board of Directors. Our
stockholders may obtain copies of the proxy statement and other documents,
including our Forms 10-K, 10-Q and 8-K, without charge, excluding exhibits, by
requesting them in writing or by telephone from Chris Wozny, Net2Phone Investor
Relations, 201-530-4064.
Separately, IDT Corporation and Net2Phone announced that the waiting periods
with respect to their required filings under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 have expired. The companies are now working toward a
proposed closing of their transactions with AT&T in early August 2000, in the
event that the required stockholder approvals are obtained.
Net2Phone is a leading provider of voice-enhanced Internet communications
services to individuals and businesses worldwide. Net2Phone enables people to
place low-cost high quality calls from their computer, telephone, or fax machine
to any telephone or fax machine in the world. Net2Phone develops and markets
technology and services for IP voice and e-commerce solutions for the web and
other IP networks. For more information about Net2Phone's products and services,
please visit www.net2phone.com.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements include, among other
things, Net2Phone's expected operating performance for the three months ending
July 31, 2000 and thereafter. Actual results could differ from those projected
in any forward-looking statements due to numerous factors. Such factors include,
among others, the inherent uncertainty of financial estimates and projections,
the competitive environment for Internet telephony, satisfaction of closing
conditions, changes of rates of all related telco rates and services,
legislation that may affect the Internet telephony industry, and Net2Phone's
ability to operate the services described on a large scale commercial level.The
forward-looking statements are made as of the date of this press release, and
Net2Phone assumes no obligation to update the forward-looking statements, or to
update the reasons why actual results could differ from those projected in the
forward-looking statements. Investors should consult all of the information set
forth herein and the other information set forth from time to time in
Net2Phone's reports filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933 and the Securities Exchange Act of 1934.
CONTACT: Sarah Hofstetter
Net2Phone Corporate Communications
201-928-2882/ sarah@net2phone.com
Chris Wozny
Net2Phone Investor Relations
201-530-4064/ cwozny@net2phone.com