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UNITED STATES
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): October 19, 2001
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NET2PHONE, INC.
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(Exact name of registrant as specified in its charter)
000-26763
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(Commission File Number)
Delaware 22-3559037
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
520 Broad Street
Newark, New Jersey 07102
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(Address of principal executive offices, with zip code)
(973) 412-2800
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(Registrant's telephone number, including area code)
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(Former name or former address,
if changed since last report)
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Item 1. Change in Control of Registrant.
NTOP Holdings, L.L.C, a Delaware limited liability company (LLC)
through a series of transactions among AT&T Corp., IDT Corporation, and Liberty
Media Corporation, and their respective subsidiaries, holds an aggregate of
28,896,750 million shares of our Class A common stock, as of October 19, 2001,
representing 50 percent of our outstanding capital stock. Since the LLC holds
Class A common stock with two votes per share, the LLC has 64 percent of the
shareholder voting power in Net2Phone.
IDT and AT&T contributed their shares of Net2Phone Class A common
stock, par value $.01 (approximately 10 million and 18.9 million respectively)
to the newly formed LLC. Liberty then acquired a substantial portion of the
LLC's units from AT&T, while IDT increased its stake in the LLC and AT&T
retained a significant interest.. IDT will be the managing member of the LLC and
controls the right to vote the shares of Class A common stock held by the LLC in
most matters.
Item 5. Other Events.
Our Board of Directors was increased to thirteen (13) directors as of
October 23, 2001. Howard S. Jonas, Chairman of IDT Corporation, filled the 13th
seat on the Board of Directors. Additionally, Stephen R. Brown, Chief Financial
Officer of IDT, was also named to the Board. John Petrillo, Executive Vice
President of AT&T resigned from the Board, and was replaced by Jesse P. King,
Chief Operating Officer of the Daniels Fund, while Howard Balter who also
resigned from the Board, was replaced by Joyce J. Mason, General Counsel of IDT.
Howard Balter also resigned as our Chief Executive Officer as of
October 23, 2001. Howard Jonas was appointed our acting CEO upon Mr. Balter's
resignation, with the anticipation that Mr. Jonas would become Net2Phone's
Chairman of the Board upon the resignation of Clifford Sobel, who had been
nominated to become the United States Ambassador to the Netherlands by President
George W. Bush on July 3, 2001. Stephen Greenberg, our President would then
become CEO of Net2Phone.
On October 30, 2001, Mr. Clifford M. Sobel's nomination as the
Ambassador Extraordinary and Plenipotentiary of the United States of America to
the Kingdom of the Netherlands was confirmed by the United States Senate. Mr.
Sobel will be formally sworn in shortly.
Accordingly, on October 31, 2001, Mr. Sobel resigned as our Chairman of
the Board and the Board of Directors elected Howard Jonas to the position of
Chairman and Stephen Greenberg to the position of Chief Executive Officer.
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 thereunto duly authorized.
Date: November 2, 2001
NET2PHONE, INC.
/s/ Ilan S. Slasky
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By: Ilan Slasky
Its: Chief Financial Officer