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IDT IDT

Filed: 30 Oct 20, 6:08am

 

 

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): October 28, 2020

 

 

 

IDT CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 1-16371 22-3415036

(State or other jurisdiction

of incorporation)

 (Commission File Number) 

(IRS Employer

Identification No.)

 

520 Broad Street

Newark, New Jersey

 07102
(Address of principal executive offices) (Zip Code)

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class Trading Symbol 

Name of each exchange on

which registered

Class B common stock, par value $0.01 per share IDT New 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.  ☐

 

 

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

  

On October 28, 2020, the Board of Directors of IDT Corporation (the “Company”) adopted the Company’s Seventh Amended and Restated By-Laws, effective as of October 28, 2020, with the following effect:

 

Amending Article III to allow the Board of Directors to appoint Ex-Officio (Non-Voting) members of the Board of Directors.
Amending Article IX to allow for amendments to the By-Laws by a vote of the majority of the Voting Directors.

  

The foregoing description of changes to the Company’s By-Laws is qualified in its entirety by reference to the text of the Company’s Seventh Amended and Restated By-Laws that are attached hereto as Exhibit 3.1.

  

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No Document
3.1 IDT Corporation Seventh Amended and Restated By-Laws (as amended on October 28, 2020)

   

1

 

  

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: October 30, 2020

 

2

 

 

EXHIBIT INDEX

 

Exhibit
Number
 Document
3.1 IDT Corporation Seventh Amended and Restated By-Laws (as amended on October 28, 2020)

 

 

3

 

0001005731 2020-10-28 2020-10-28