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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 5, 1997
IDT CORPORATION
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(Exact name of Registrant as Specified in its Charter)
Delaware 0-27898 22-3415036
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
294 State Street, Hackensack, New Jersey 07601 07601
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(Address of Principal Executive Offices) (Zip Code)
(201) 928-1000
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(Registrant's Telephone Number, Including Area Code)
Page 1 of 5 Pages
Exhibit Index Located on Page 5
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events.
On September 5, 1997 (the "Closing Date"), the Registrant entered
into a Securities Purchase Agreement (the "Purchase Agreement") with a small
group of institutional investors (the "Investors") pursuant to which the
Investors purchased Convertible Debentures totaling in principal amount to
$7,500,000 (the "Debentures"). The Debentures carry an interest rate of three
percent per annum from the Closing Date until maturity, acceleration, prepayment
or redemption.
The Debentures were sold in a private placement pursuant to
provisions of Regulation D promulgated by the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended (the "Act"). The
Registrant will utilize the net proceeds from the sale of the Debentures for
working capital and general corporate purposes.
Commencing on the earlier of 90 days from the Closing Date or the
effective date of a registration statement filed to effect a registration of the
securities underlying the Debentures, the Debentures, including the principal
amount and all unpaid accrued interest, are convertible into common stock, $.01
par value per share (the "Common Stock"), of the Registrant at the option of
each Investor at a conversion price (the "Conversion Price") equal to the lower
of $15.16 per share (125% of the Closing bid price of the Common Stock on the
Closing Date) or the lowest closing price on any one trading day during the
twelve consecutive trading day period preceding the date that notice of
conversion is given to the Registrant. The Investor may elect to convert all or
any part of the unpaid principal amount, provided that the Investor must elect
to convert at least $50,000 in principal amount, unless such lesser amount as
shall remain unpaid. Any principal amount or unpaid accrued interest outstanding
on September 5, 2000 will be automatically converted into shares of Common
Stock. The Registrant has agreed to reserve a sufficient number of authorized
and unissued shares of Common Stock to provide for the issuance of Common Stock
upon conversion of the Debentures. As of the Closing Date, the Registrant has
reserved 1,363,367 shares.
The Registrant has agreed to prepare and file a registration
statement on the Common Stock underlying the conversion of the Debentures within
thirty days of the Closing Date.
The above discussion is qualified in its entirety by the Purchase
Agreement, the Registration Agreement, and the form of Debenture. All of the
above documents are attached as exhibits to this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma financial Information.
Not applicable.
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(c) Exhibits.
Exhibit Description
No. -----------
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10.1 Securities Purchase Agreement dated as of September 5,
1997 among IDT Corporation, RGC International
Investors, LDC, Pangaea Fund Ltd., Special Situations
Private Equity Fund, L.P. and Halifax Fund L.P.
10.2 Registration Rights Agreement dated as of September 5,
1997 among IDT Corporation, RGC International
Investors, LDC, Pangaea Fund Ltd., Special Situations
Private Equity Fund, L.P. and Halifax Fund L.P.
10.3 Form of Debenture.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IDT CORPORATION
By /s/ Howard S. Jonas
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Howard S. Jonas
Chairman and Chief Executive Officer
Date: September 19, 1997
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Securities Purchase Agreement dated as of September 5, 1997 among
IDT Corporation, RGC International Investors, LDC, Pangaea Fund
Ltd., Special Situations Private Equity Fund, L.P. and Halifax
Fund L.P.
10.2 Registration Rights Agreement dated as of September 5, 1997 among
IDT Corporation, RGC International Investors, LDC, Pangaea Fund
Ltd., Special Situations Private Equity Fund, L.P. and Halifax
Fund L.P.
10.3 Form of Debenture.
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