Securities Registration: Employee Benefit Plan (s-8)
October 14 2016 - 12:55PM
Edgar (US Regulatory)
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
IDT
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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22-3415036
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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520
Broad Street
Newark,
New Jersey 07102
(973)
438-1000
(Address
of Principal Executive Offices, Including Zip Code and Telephone Number)
IDT
Corporation 2015 Stock Option and Incentive Plan, As Amended and Restated
(Full
Title of the Plan)
Shmuel
Jonas
Chief
Executive Officer
IDT
Corporation
520
Broad Street
Newark,
New Jersey 07102
(973)
438-1000
(Name,
Address, including Zip Code, and Telephone Number,
Including
Area Code, of Agent for Service)
Copies
to:
Joyce
J. Mason, Esq.
General
Counsel
IDT
Corporation
520
Broad Street
Newark,
New Jersey 07102
(973)
438-1000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting
company. See definitions of “large accelerated filer,” “accelerated filer” and “small reporting
company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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þ
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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CALCULATION
OF REGISTRATION FEE
Title of Securities to be Registered
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Amount
to be
Registered(1)
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Proposed Maximum Offering Price Per Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount of
Registration
Fee
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Class B Common Stock, par value $.01 per share
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100,000
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(2)
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$
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17.65
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(3)
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$
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1,765,000
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(3)
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$
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204.57
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Total
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100,000
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$
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1,765,000
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$
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204.57
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the
number of shares being registered shall be adjusted to include such additional indeterminate number of shares as may be issuable
pursuant to the anti-dilution provisions of the IDT Corporation 2015 Stock Option and Incentive Plan, as Amended and Restated (the
“SOP”). In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
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(2)
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Represents shares of Class B Common Stock reserved for
issuance pursuant to the SOP.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under
the Securities Act, and based upon the average of the high and low reported prices of the shares of the Class B Common Stock of
the Registrant on the New York Stock Exchange on October 12, 2016.
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PART
I
SECTION
10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants
in the IDT Corporation 2015 Stock Option and Incentive Plan, as Amended and Restated, as specified by Rule 428(b)(1). Such documents
need not be filed with the Commission, either as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 (§230.424). These documents and the documents incorporated by reference in the registration statement
pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act. See Rule 428(a)(1) (§230.428(a)(1)).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The
following documents filed with the Securities and Exchange Commission (the “Commission”) by the Registrant, pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration
Statement:
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(a)
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31,
2016, filed with the Commission on October 14, 2016;
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(b)
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The
Registrant’s Current Report on Form 8-K filed with the Commission on September
28, 2016; and
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(c)
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The
description of the Class B common stock, par value $.01 per share (the “Class B
Common Stock”), of the Registrant set forth as Item 1 under the caption “Description
of Securities” in the Registrant’s Registration Statement on Form 8-A, filed
with the Commission on May 4, 2001 pursuant to Section 12(b) of the Exchange
Act, including any amendment or report filed for the purpose of updating such information.
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All
documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4.
Description of Securities.
Not
applicable.
Item 5.
Interests of Named Experts and Counsel.
Certain
legal matters with respect to the Class B Common Stock have been passed on by Joyce J. Mason, Esq. Ms. Mason is Executive
Vice President, Corporate Secretary and General Counsel of the Registrant and is the beneficial owner of 57,678 shares of Class
B Common Stock, consisting of (a) 7,500 unvested restricted shares Class B Common Stock, (b) 19,973 shares of Class B Common Stock
held directly, (c) 3,847 shares of Class B Common Stock held by Ms. Mason in her 401(k) plan account as of September 30, 2016,
(d) 15,555 shares of Class B Common Stock of the Company issuable upon the exercise of stock options exercisable within 60 days,
(e) 1,396 shares of Class B Common Stock purchased through the Company’s Employee Stock Purchase Program, (f) 2,182 shares
of Class B Common Stock owned by Ms. Mason’s husband, and (g) 7,225 shares of Class B Common Stock owned by Ms. Mason’
daughter. Ms. Mason is the sister of Howard Jonas, Chairman of the Board of the Registrant, and aunt of Shmuel Jonas, Chief
Executive Officer of the Registrant.
Item 6.
Indemnification of Directors and Officers.
The
Registrant’s Certificate of Incorporation provides that, to the extent permitted by the Delaware General Corporation Law
(“DGCL”), directors of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director. Section 102(7) of the DGCL, however, states that such a provision may
not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, relating to unlawful dividends, distributions or the repurchase or redemption
of stock or (iv) for any transaction from which the director derives an improper personal benefit.
The
Registrant’s By-Laws provide that the Registrant shall indemnify and hold harmless, to the fullest extent permitted by the
DGCL, any person against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually
and reasonably incurred in connection with any threatened, pending or completed legal proceedings in which such person is involved
by reason of the fact that he is or was a director, officer, employee or agent of the Registrant (or serving in any such capacity
with another business organization at the request of the Registrant) if he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding,
if he had no reasonable cause to believe that his conduct was unlawful. If the legal proceeding, however, is by or in the right
of the Registrant, such director, officer, employee or agent may not be indemnified in respect of any claim, issue or matter as
to which he shall have been adjudged to be liable to the Registrant unless a court determines otherwise.
Item 7.
Exemption from Registration Claimed.
Not
applicable.
Item 8.
Exhibits.
Exhibit No.
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Description
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*4.1
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IDT
Corporation 2015 Stock Option and Incentive Plan, as Amended and Restated
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*5.1
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Legal Opinion of Joyce
J. Mason, Esq.
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23.1
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Consent of Joyce J.
Mason, Esq. (included in Exhibit 5.1 hereto).
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*23.2
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Consent of Grant Thornton
LLP, Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (included
in the Signature Pages to this Registration Statement).
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Item 9.
Undertakings.
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(a)
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The
undersigned Registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Securities
and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective Registration Statement; and
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(iii)
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To
include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in
the Registration Statement.
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provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities Exchange Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
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(b)
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The
undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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(d)
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The
Registrant undertakes that it will submit the Plan and any amendment thereto to the Internal
Revenue Service (“IRS”) in a timely manner and will make all changes required
by the IRS in order to qualify the Plan.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of New Jersey, on October 14, 2016.
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IDT
CORPORATION
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By:
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/s/
Shmuel Jonas
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Shmuel
Jonas
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Chief
Executive Officer
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The
undersigned directors and officers hereby constitute and appoint Shmuel Jonas and Marcelo Fischer, and each of them, with full
power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with
full power to execute in our name in the capacities indicated any and all amendments (including post-effective amendments) to
this Registration Statement and to sign any and all additional registration statements relating to the same offering of securities
as this Form S-8 that are filed pursuant to the requirements of the Securities Act of 1933, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm
that all such attorneys-in fact, or either of them, or their substitutes shall lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Form S-8 Registration Statement has been signed by the following
persons in the capacities indicated and on the date indicated.
Signature
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Titles
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Date
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/s/ Shmuel
Jonas
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Chief
Executive Officer (Principal Executive Officer)
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October
14, 2016
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Shmuel
Jonas
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/s/ Howard
S. Jonas
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Chairman
of the Board
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October
14, 2016
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Howard
S. Jonas
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/s/ Marcelo
Fischer
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Senior
Vice President—Finance (Principal Financial Officer)
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October
14, 2016
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Marcelo
Fischer
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/s/ Mitch
Silberman
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Chief
Accounting Officer and Controller
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October
14, 2016
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Mitch
Silberman
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(Principal
Accounting Officer)
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/s/ Bill
Pereira
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Director
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October
14, 2016
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Bill
Pereira
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/s/ Michael
Chenkin
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Director
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October
14, 2016
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Michael
Chenkin
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/s/ Eric
F. Cosentino
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Director
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October
14, 2016
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Eric
F. Cosentino
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/s/ Judah
Schorr
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Director
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October
14, 2016
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Judah
Schorr
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EXHIBIT
INDEX
Exhibit No.
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Description
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*4.1(1)
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IDT
Corporation 2015 Stock Option and Incentive Plan, as Amended and Restated
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*5.1
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Legal
Opinion of Joyce J. Mason, Esq.
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23.1
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Consent
of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto).
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*23.2
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Consent
of Grant Thornton LLP, Independent Registered Public Accounting Firm.
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24.1
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Power
of Attorney (included in the Signature Pages to this Registration Statement).
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