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): August 11, 2006
IDT
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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1-16371
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22-3415036
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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520
Broad Street
Newark,
New Jersey
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07102
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(Address
of principal executive offices)
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(Zip
Code)
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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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
August
11, 2006, IDT Corporation (the “Registrant”), TLL Dutch Holdings B.V. (“TLL”)
and Liberty Media Corporation and certain of its subsidiaries (collectively,
“Liberty Media”) entered into a Purchase and Sale Agreement (the “Agreement”)
for the sale of the Registrant’s entertainment division (the “Entertainment
Division”) to Liberty Media in exchange for (subject to certain adjustments) (i)
all of Liberty Media’s (and its affiliates’) interests in the Registrant
(including approximately 17,237,568 million shares of Registrant’s Class B
common stock and Liberty Media’s (and its affiliates’) approximate 4.8% interest
in the Registrant’s IDT Telecom, Inc. subsidiary (“Telecom”) ), (ii) $186
million in cash and (iii) the assumption of all of the Entertainment Division’s
existing third party indebtedness. The Registrant will also be eligible to
receive additional consideration from Liberty Media based upon any appreciation
in the value of the Entertainment Division over the five-year period following
the closing of the transaction or such shorter period under specified
circumstances. The Registrant will sell to certain subsidiaries of Liberty
Media
its interests in IDT Media (the parent company in the Entertainment Division)
(“Media”) and TLL will sell to certain subsidiaries of Liberty Media its
interests in certain other entities that are included in the Entertainment
Division. The sale is subject to certain customary conditions and contingencies.
The parties expect that the closing of the sale of the Entertainment Division
will occur in three stages: the first stage, for the sale of all US and most
international operations, to occur by the end of August 2006, the second stage,
for the sale of the Canadian operations, to occur shortly thereafter following
receipt of applicable regulatory approvals, and the third stage, for the sale
of
the Australian business, to occur as soon as certain customary closing
conditions are satisfied.
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 (subject to certain adjustments) by Liberty Media pursuant to the
terms of the sale in exchange for the Registrant’s and TLL’s interests in Media
and certain other entities included in the Entertainment Division.
The
Registrant 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
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
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Document |
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Exhibit
2.1
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Purchase
and Sale Agreement among the Registrant, TLL and Liberty Media, dated
August 11, 2006.
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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.
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IDT
CORPORATION |
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By: |
/s/ Motti
Lichtenstein |
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Name:
Motti Lichtenstein
Title:
Chief Operating Officer
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Dated:
August 11, 2006 |
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EXHIBIT
INDEX
Exhibit
Number
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Description
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2.1
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Purchase
and Sale Agreement among the Registrant, TLL and Liberty Media, dated
August 11, 2006.
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