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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 19, 2022

 

 

 

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 September 19, 2022, the Board of Directors of IDT Corporation (the “Company”) adopted the Company’s Eighth Amended and Restated By-Laws, effective as of September 19, 2022, with the following effect:

 

●Amending Article IV to allow the Board of Directors to appoint a Chairman as an officer of the Company; and
●Making other conforming changes to reflect the existence of the office of the Chairman.

 

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 Eighth 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 Eighth Amended and Restated By-Laws (as amended on September 19, 2022)
104   Cover Page Interactive Data File, formatted in Inline XRBL document

 

 

 

 

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: September 23, 2022

 

 

 

 

EXHIBIT INDEX

 

Exhibit

Number

  

Document

3.1

104

  

IDT Corporation Eighth Amended and Restated By-Laws (as amended on September 19, 2022)

Cover Page Interactive Data File, formatted in Inline XRBL document

 

 

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