As filed with the Securities and Exchange Commission on February 13, 2026
Registration No. 333-290594
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-290594
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IDT CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 22-3415036 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000
(Address of Principal Executive Offices)
IDT Corporation 2024 Equity 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 and Telephone Number 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-8 of IDT Corporation (File No. 333-290594) (the “Registration Statement”) is being filed as an exhibit-only filing to file the updated opinion of Joyce Mason, Esq. and consent for Joyce Mason, Esq. (included in the opinion in Exhibit 5.1), filed herewith as Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, the signature pages to this Amendment, the opinion filed herewith as Exhibit 5.1 and the consent filed herewith as Exhibit 23.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted. No additional securities are being registered by this Amendment.
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 Amendment No. 1 to registration statement and has duly caused this Amendment No. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of New Jersey, on February 13, 2026.
| IDT CORPORATION | ||
| By: | /s/ Shmuel Jonas | |
| Shmuel Jonas | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to registration statement has been signed by the following persons in the capacities indicated and on the date indicated.
| Signature | Titles | Date | ||
| /s/ Shmuel Jonas | Chief Executive Officer (Principal Executive Officer) | February 13, 2026 | ||
| Shmuel Jonas | ||||
| * | Chairman of the Board and Chairman | February 13, 2026 | ||
| Howard S. Jonas | ||||
| /s/ Marcelo Fischer | Chief Financial Officer (Principal Financial Officer) | February 13, 2026 | ||
| Marcelo Fischer | ||||
| * | Chief Accounting Officer and Controller | February 13, 2026 | ||
| Mitch Silberman | (Principal Accounting Officer) | |||
| * | Director | February 13, 2026 | ||
| Elaine Yatzkan | ||||
| * | Director | February 13, 2026 | ||
| Eric F. Cosentino | ||||
| * | Director | February 13, 2026 | ||
| Irwin Katsof | ||||
| * | Director | February 13, 2026 | ||
| Judah Schorr |
| * By: | /s/ Marcelo Fischer | |
| Marcelo Fischer Attorney-in-fact |
EXHIBIT INDEX
| * | Filed herewith |
| ** | Previously Filed |
EXHIBIT 5.1
February 13, 2026
IDT Corporation
520 Broad Street
Newark, New Jersey 07102
| Re: | IDT Corporation—Registration Statement on Form S-8 |
Ladies and Gentlemen:
I am the General Counsel of IDT Corporation, Inc. (the “Company”), and as such I have been asked to render the following opinion in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 175,000 shares of the Company’s Class B common stock, par value $0.01 (the “Class B Common Stock”), which are reserved for issuance pursuant to the IDT Corporation 2024 Equity Incentive Plan, as Amended and Restated (the “2024 Plan”).
As your counsel in connection with the Registration Statement, I have examined the 2024 Plan, the proceedings taken by you in connection with the adoption of the 2024 Plan, the proceedings taken by you in connection with the amendment and restatement of the 2024 Plan and such other documents and records as I have deemed necessary or advisable to render this Opinion.
Based upon the foregoing, it is my opinion that the shares of Class B Common Stock to be offered pursuant to the Registration Statement, when issued and outstanding pursuant to the terms of the 2024 Plan will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this Opinion as an exhibit to the Registration Statement.
| Very truly yours, | |
| /s/ Joyce J. Mason | |
| Joyce J. Mason | |
| General Counsel |