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): April 29, 2009
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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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 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On
April 29, 2009, IDT Corporation (the “Registrant”) entered into an Employment
Agreement (the “Agreement”) with Bill Pereira, the Registrant’s Chief Financial
Officer and Treasurer. Pursuant to the Agreement, Mr. Pereira will be
paid a base salary of $435,000 per year. Should Mr. Pereira be
terminated without cause or should he resign for good reason, the Registrant
shall pay to Mr. Pereira, among other things, a severance payment equal to the
greater of $600,000 or his base salary (at the rate in effect on the date of
termination) for the remainder of the term of the Agreement and all awards
theretofore granted to the Mr. Pereira under the Registrant’s incentive plans
shall immediately vest, subject to Mr. Pereira’s execution of the Registrant’s
standard release agreement. The Agreement has a three year term with
an effective date of January 2, 2009 and will expire on January 1,
2012. The term shall automatically be renewed or extended for
additional one-year periods unless, not later than ninety (90) days prior to any
such expiration, the Registrant or Mr. Pereira shall have notified the other
party in writing that such renewal extension shall not take
effect. In the event that the Registrant provides such notice to not
extend the term, Mr. Pereira shall be entitled to receive, among other things, a
severance payment in the amount of $600,000 and all awards theretofore granted
to the Mr. Pereira under the Registrant’s incentive plans shall immediately
vest, subject to his execution and delivery of the Registrant’s standard release
agreement.
The
foregoing summary of the Agreement is qualified in its entirety by reference to
the Agreement, a copy of which is filed as Exhibit 10.01 to this report and is
incorporated herein by reference.
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Item 9.01.
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Financial
Statements and Exhibits.
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Document
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10.01
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Employment
Agreement, dated April 29, 2009, between the Registrant and Bill
Pereira.
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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/ James A.
Courter
Name:
James A. Courter
Title:
Chief Executive Officer
Dated: May
1, 2009
EXHIBIT
INDEX
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Document
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10.01
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Employment
Agreement, dated April 29, 2009, between the Registrant and Bill
Pereira.
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