===============================================================================
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): October 22, 2003
---------------
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
incorporation or organization) Identification No.)
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 12. Results of Operations and Financial Condition.
On October 22, 2003, Net2Phone, Inc. reported its earnings for the year ended
July 31, 2003. A copy of the Company's related press release dated October 22,
2003 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is
being furnished, and shall not be deemed "filed" for purposes of Section 18 of
the Securities and Exchange Act of 1934. Accordingly, the information in this
Current Report on Form 8-K will not be incorporated by reference into any
registration statement filed by the Company under the Securities Act of 1933, as
amended, unless specifically identified therein as being incorporated by
reference, or otherwise subject to any of the liabilities of Section 18 of the
Securities Act of 1934.
Forward-Looking Statements
This Current Report on Form 8-K 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. These forward- looking statements involve risks
and uncertainties and actual results could differ materially from those
discussed in the forward-looking statements. For this purpose, any statements
contained in this Current Report on Form 8-K that are not statements of
historical fact may be deemed to be forward-looking statements. Factors which
may affect the Company's results include, but are not limited to, the Company's
ability to expand its customer base, the Company's ability to develop additional
and leverage its existing distribution channels for its products and solutions,
dependence on strategic and channel partners including their ability to
distribute the Company's products and meet or renew their financial commitments,
the Company's ability to address international markets, the effectiveness of the
Company's sales and marketing activities, the acceptance of the Company's
products in the marketplace, the timing and scope of deployments of the
Company's products by customers, fluctuations in customer sales cycles,
customers' ability to obtain additional funding, technical difficulties with
respect to the Company's products or products in development, the need for
ongoing product development in an environment of rapid technological change, the
emergence of new competitors in the marketplace, the Company's ability to
compete successfully against established competitors with greater resources, the
uncertainty of future governmental regulation, the Company's ability to manage
growth, obtain patent protection, and obtain additional funds, general economic
conditions and other risks discussed in the Company's Annual Report on Form 10-K
for the fiscal year ended July 31, 2002, and its other filings with the
Securities and Exchange Commission. All forward-looking statements and risk
factors included in this document are made as of the date hereof, based on
information available to the Company as of the date thereof, and the Company
assumes no obligation to update any forward-looking statements or risk factors.
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: October 22, 2003
NET2PHONE, INC.
/s/ Stephen M. Greenberg
------------------------
By: Stephen M. Greenberg
Its: Chief Executive Officer