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): September 7, 2006
IDT
CORPORATION
(Exact
name of registrant as specified in its charter)
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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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| |
|
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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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¨
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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
September 7, 2006, IDT Corporation (the “Registrant”) announced that it and its
subsidiary IDT Dutch Holdings BV (“Dutch Holdings”) had entered into a
conditional Share Sale and Purchase Agreement (the “Agreement”) for the sale of
the Registrant’s U.K.-based Toucan consumer phone service business to Pipex
Communications plc (“Pipex”) in exchange for £20 million in cash and £4 million
in Pipex ordinary shares. Pursuant to the terms of the Agreement, Pipex will
assume Toucan's existing customer base and those employees currently supporting
Toucan’s operations. The transaction is subject to the negotiation of additional
agreements and other customary closing conditions. The Registrant expects the
transaction to close during September 2006.
Item
7.01. Regulation FD Disclosure.
A
copy of
the press release, issued by the Registrant on September 7, 2006, announcing
entry into the Agreement, is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
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Document |
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2.1
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Share
Sale and Purchase Agreement by and among the Registrant, Dutch Holdings
and Pipex, dated as of September 7, 2006.
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99.1
|
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Press
Release issued by the Registrant, dated September 7,
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.
IDT
CORPORATION
By:
/s/
Motti Lichtenstein
Name:
Motti Lichtenstein
Title:
Chief Operating Officer
Dated:
September 13, 2006
EXHIBIT
INDEX
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Exhibit
Number
|
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Description
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2.1
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Share
Sale and Purchase Agreement by and among the Registrant, Dutch Holdings
and Pipex, dated as of September 7, 2006.
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|
99.1
|
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Press
Release issued by the Registrant, dated September 7,
2006.
|