Unassociated Document
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): May 16, 2006
IDT
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
1-16371
|
22-3415036
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
520
Broad Street
Newark,
New Jersey
|
07102
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (973) 438-1000
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01 Entry into a Material Definitive Agreement.
On
May
15, 2006, IDT Corporation (the “Registrant”) and Liberty Media Corporation
(“Liberty Media”) entered into a binding term sheet for the sale of IDT Media,
Inc. (“Media”) (the corporate parent of the Registrant’s IDT Entertainment, Inc.
(“Entertainment”) subsidiary), to Liberty Media in exchange for all of Liberty
Media’s (and its affiliates’) interests in the Registrant (including
approximately 17.2 million shares of Registrant’s Class B common stock and
Liberty Media’s (and its affiliates’) approximately 4.8%
interest in the Registrant’s IDT Telecom, Inc. (“Telecom”) subsidiary), $186
million in cash (subject to certain adjustments) and the assumption of all
of
Entertainment’s existing indebtedness. On May 16, 2006, the Registrant and
Liberty Media issued a joint press release regarding the execution of this
term
sheet, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference. The
Registrant will also be eligible to receive additional consideration from
Liberty Media based upon appreciation in the value of Entertainment over
the
five-year period following the closing of the transaction or such shorter
period
under specified circumstances.
The sale
is subject to certain customary conditions and contingencies, including the
finalization and execution of definitive documentation and the receipt of
regulatory approvals. The parties expect the closing of the sale to occur
by the
end
of
July 2006.
Liberty
Media and its affiliates currently own 17,237,568 shares of the Registrant’s
Class B common stock (approximately 24.3% of the total number of such shares
outstanding), 88.235 shares of common stock of Media (approximately 3.9%
of the
total number of such shares outstanding), and 7,500 shares of common stock
of
Telecom (approximately 4.8% of the total number of such shares outstanding).
All
of the foregoing equity interests (other than the interests in Media) are
to be
exchanged by Liberty Media in the proposed transaction for IDT’s interest in
Media.
IDT
and
its subsidiaries own 270,504
shares of Liberty Media’s Liberty Interactive Series A common stock and 54,100
shares of Liberty Media’s Liberty Capital Series A common stock.
Item
7.01 Regulation FD Disclosure.
On
May
16, 2006, the Registrant and Liberty Media issued a joint press release, a
copy
of which is furnished herewith as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Document |
|
|
|
Exhibit
2.1
|
|
Term
Sheet between the Registrant and Liberty Media, dated May 15,
2006.
|
|
|
|
Exhibit
99.1
|
|
Joint
Press Release by the Registrant and Liberty Media, dated May 16,
2006.
|
SIGNATURE
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/ Ira
A.
Greenstein |
|
Name:
Ira A. Greenstein |
|
Title:
President |
Dated:
May 17, 2006
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
|
|
|
2.1
|
|
Term
Sheet between the Registrant and Liberty Media, dated May 15,
2006.
|
|
|
|
99.1
|
|
Joint
Press Release issued by the Registrant and Liberty Media, dated May
16,
2006.
|