=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- 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): February 21, 2002 --------------- NET2PHONE, INC. --------------- (Exact name of registrant as specified in its charter) 000-26763 --------- (Commission File Number) Delaware 22-3559037 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 520 Broad Street Newark, New Jersey 07102 ------------------------ (Address of principal executive offices, with zip code) (973) 438-3111 -------------- (Registrant's telephone number, including area code) ---------------------------- (Former name or former address, if changed since last report) =============================================================================== Item 5. Other Events. On February 21, 2002, Net2Phone, Inc. (the "Registrant") issued a press release announcing the reduction in its staff and realignment of certain of its businesses. A copy of the press release issued by the Registrant is attached as an exhibit hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. Exhibit No: Description - ----------- ----------- 99.1 Press Release dated as of February 21, 2002 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: February 26, 2002 NET2PHONE, INC. /s/ Stephen M. Greenberg --------------------------------- By: Stephen M. Greenberg Its: Chief Executive Officer