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): December 7, 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 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
(b)
On
December 7, 2006, Jeane J. Kirkpatrick died. Ambassador Kirkpatrick was a member
of the Board of Directors whom the Board had determined to be “independent” in
accordance with the independence requirements of Section 303A.02(b) of the
New
York Stock Exchange Listed Company Manual and IDT’s own independent standards.
On December 8, 2006, Ira A. Greenstein, President of IDT, notified IDT of his
decision to resign from the Board of Directors, effective immediately, in order
that the Board of Directors should continue to consist of a majority of
independent directors. Mr. Greenstein’s resignation was accepted by the
Board of Directors on December 8, 2006. Following these changes, the Board
of Directors consists of 13 members, 7 of whom have been determined by the
Board
to be independent. As
previously disclosed in the Registrant's proxy statement for its upcoming annual
meeting of stockholders, seven individuals have been nominated to serve on
the
Registrant’s Board of Directors following the meeting, including four who have
been determined by the Board to be independent.
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/ James A.
Courter
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Name: James A. Courter
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Title: Chief Executive Officer
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Dated:
December 11, 2006