Idt Corp 8-K, filed Apr 6, 2020
Idt Corp (IDT)
About this 8-K
Idt Corp filed this 8-K on April 6, 2020.
Items reported
- Item 5.01: Change in control
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): April 6, 2020
IDTCORPORATION
(Exactname of registrant as specified in its charter)
| Delaware | 1-16371 | 22-3415036 |
|---|---|---|
| (Stateor other jurisdiction of incorporation) | (Commission File Number) | (IRSEmployerIdentification No.) |
| 520Broad StreetNewark, New Jersey | 07102 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’stelephone number, including area code: (973) 438-1000
NotApplicable
(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| --- | --- | |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- | |
| Title of each class | Trading Symbol | Nameof each exchange onwhich registered |
| --- | --- | --- |
| Class<br> B common stock, par value $0.01 per share | IDT | New<br> York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item5.01 | Changesin Control of Registrant. |
|---|
On April 6, 2020, the Howard S. Jonas 2017 Annuity Trust transferred 1,574,326 shares of Class A common stock of IDT Corporation (the “Company”)(representing all of the issue and outstanding shares of the Class A common stock) and 2,382,371 shares of the Company’s Class B common stock to trusts for the benefit of eight of Howard Jonas’ children, with independent trustees, which shares were beneficially owned by Mr. Jonas, the Company’s Chairman and then controlling stockholder of the Company. Following the transfer, Mr. Jonas is no longer a controlling stockholder of the Company and the Company is no longer a controlled company as defined in Section 303A of the New York Stock Exchange Listed Company Manual.
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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/ Shmuel Jonas |
| Name: | Shmuel Jonas |
| Title: | Chief Executive Officer |
Dated: April 6, 2020
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