UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FILM ROMAN, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
317234102
(CUSIP Number)
with a copy to: | ||
IDT Media, Inc. |
McDermott, Will & Emery | |
c/o IDT Corporation |
50 Rockefeller Plaza | |
520 Broad Street |
New York, NY 10020 | |
Newark, NJ 07102 |
Attn: Mark S. Selinger, Esq. | |
Attn: Stephen R. Brown Tel.: (973) 438-1000 |
Tel. (212) 547-5400 |
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 22, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ¨
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 317234102
1 NAME OF REPORTING PERSON Digital Production Solutions, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
56-2330342 |
||
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [ ] | |
(b) [X]
| ||
3 SEC USE ONLY
|
||
4 SOURCE OF FUNDS OO
|
||
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
[ ]
| |
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7 SOLE VOTING POWER | ||
NUMBER OF SHARES |
-0- | |
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
8 SHARED VOTING POWER | ||
11,111,111 | ||
9 SOLE DISPOSITIVE POWER | ||
-0- | ||
10 SHARED DISPOSITIVE POWER | ||
-11,111,111 |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,111,111
|
||
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ] | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56%
|
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14 TYPE OF REPORTING PERSON CO
|
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SCHEDULE 13D
CUSIP No. 317234102
1 NAME OF REPORTING PERSON IDT Media, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
22-3696913 |
||
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [ ] | |
(b) [X]
| ||
3 SEC USE ONLY
|
||
4 SOURCE OF FUNDS OO
|
||
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
[ ]
| |
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
7 SOLE VOTING POWER | ||
NUMBER OF SHARES |
-0- | |
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
8 SHARED VOTING POWER | ||
15,173,732 | ||
9 SOLE DISPOSITIVE POWER | ||
-0- | ||
10 SHARED DISPOSITIVE POWER | ||
15,173,732 |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,173,732
|
||
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ] | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 77%
|
||
14 TYPE OF REPORTING PERSON CO
|
||
SCHEDULE 13D
CUSIP No. 317234102
1 NAME OF REPORTING PERSON IDT Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
22-3415036 |
||
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [ ] | |
(b) [X]
| ||
3 SEC USE ONLY
|
||
4 SOURCE OF FUNDS OO
|
||
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
[ ]
| |
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
7 SOLE VOTING POWER | ||
NUMBER OF SHARES |
-0- | |
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
8 SHARED VOTING POWER | ||
15,173,732 | ||
9 SOLE DISPOSITIVE POWER | ||
-0- | ||
10 SHARED DISPOSITIVE POWER | ||
15,173,732 |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,173,732
|
||
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ] | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 77%
|
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14 TYPE OF REPORTING PERSON CO
|
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SCHEDULE 13D
CUSIP No. 317234102
1 NAME OF REPORTING PERSON Howard S. Jonas
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [ ] | |
(b) [X]
| ||
3 SEC USE ONLY
|
||
4 SOURCE OF FUNDS N/A
|
||
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
[ ]
| |
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
7 SOLE VOTING POWER | ||
NUMBER OF SHARES |
-0- | |
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
8 SHARED VOTING POWER | ||
15,173,732 | ||
9 SOLE DISPOSITIVE POWER | ||
-0- | ||
10 SHARED DISPOSITIVE POWER | ||
15,173,732 |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,173,732
|
||
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ] | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 77%
|
||
14 TYPE OF REPORTING PERSON IN
|
||
SCHEDULE 13D
Item 1. Security and Issuer
This Amendment No. 1 (this Amendment) amends the Schedule 13D originally filed with the Securities and Exchange Commission (SEC) on May 22, 2003 (the Original 13D). This Amendment relates to the common stock, par value $0.01 per share (the Common Stock), of Film Roman, Inc., a Delaware corporation (Film Roman or the Issuer), having its principal executive offices at 12020 Chandler Blvd., North Hollywood, CA 91607.
Item 2. Identity and Background
(a), (b), (c) and (f)
This Amendment is being filed jointly by Digital Production Solutions, Inc., a Delaware corporation (DPS), IDT Media, Inc., a Delaware corporation (IDT Media), IDT Corporation, a Delaware corporation (IDT), and Howard S. Jonas, an individual (collectively, the Reporting Persons).
IDT is a multi national communications company that provides services and products to retail and wholesale customers worldwide, including prepaid debit and rechargeable calling cards, wholesale carrier services and consumer long distance services. IDT also operates several media and entertainment businesses, most of which are currently in the early stages of development. IDTs business address is 520 Broad Street, Newark, NJ 07102.
IDT Media, a subsidiary of IDT, is a holding company for IDTs media-related holdings, including DPS. IDT Medias business address is 520 Broad Street, Newark, NJ 07102.
DPS, a subsidiary of IDT Media, is principally engaged in the production of film and broadcast quality 3-D animation. DPSs business address is 520 Broad Street, Newark, NJ 07102.
Howard S. Jonas is the Chairman of the Board, founder and controlling shareholder of IDT. Howard S. Jonas is a United States citizen. The address of his principal place of business is 520 Broad Street, Newark, NJ 07102.
Set forth on Schedule I to this Schedule 13D, and incorporated herein by reference, is the name, business address and present principal occupation or employment and citizenship of each executive officer and director of IDT, IDT Media, and DPS, and the name of any corporation or other organization in which such employment is conducted, together with the principal business and address of any such corporation or organization other than the aforementioned entities, as the case may be, for which such information is set forth.
(d) and (e)
During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any executive officer or director of such entities has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the agreements described in section 4 of this Amendment, IDT Media acquired 4,062,621 shares of Common Stock of the Issuer for an aggregate purchase price of $1,218,788 paid in 68,517 shares of IDT Class B Common Stock.
Item 4. Purpose of Transaction
The following transactions are reflected in this Amendment:
(i) On September 22, IDT Media acquired 1,033,971 shares of Common Stock of the Issuer pursuant to a Stock Purchase Agreement dated September 16, 2003, between IDT Media, IDT, Delaware State Employees Retirement Fund, Declaration of Trust for Defined Benefit Plans of ICI American Holdings Inc. and Declaration of Trust for Defined Benefit Plans of Zeneca Holdings Inc. A copy of this agreement is filed as Exhibit 1 hereto and is incorporated in this Item 4 by reference. The purchase price for the shares was $310,191 paid in 17,357 shares of IDT Class B Common Stock.
(ii) On September 22, IDT Media exchanged 51,160 shares of IDT Class B Common Stock for 3,028,650 shares of Common Stock of the Issuer pursuant to a Stock Exchange Agreement dated September 18, 2003, between IDT media, IDT, Phil Roman and the Issuer. A copy of this agreement is filed as Exhibit 2 hereto and is incorporated in this Item 4 by reference.
IDT Media acquired the additional shares of Common Stock of the Issuer to increase its controlling interest in the Issuer.
Each of the Reporting Persons intends to continuously review its investment in Issuer, and may in the future determine, either alone or as part of a group, (i) to acquire additional securities of Issuer, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of Issuer owned by it or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, Issuers business and prospects, other developments concerning Issuer and its business generally, other business opportunities available to the Reporting Persons,
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developments with respect to the business of DPS and IDT Media, changes in law and government regulations, general economic conditions and money and stock market conditions, including the market price of the securities of Issuer.
Item 5. Interest in Securities of the Issuer
(a) DPS directly beneficially owns 10,454,157 shares of the Issuers Common Stock. In addition, DPS is entitled under the Loan Agreement between DPS and the Issuer dated May 22, 2003 (filed as an exhibit to the original 13D) to convert the outstanding balance as of September 29, 2003 of $59,125.87 (excluding interest) into 656,954 shares of the Issuers Common Stock. Accordingly, DPS may be deemed the direct beneficial owner of 11,111,111 shares of the Issuers Common Stock, representing 56% of its outstanding Common Stock based on Issuer having 19,688,801 shares of Common Stock outstanding.
IDT Media directly beneficially owns 4,062,621 shares of Issuers Common Stock. In addition, IDT Media is the majority shareholder of DPS, and as such may be deemed the indirect beneficial owner of 11,111,111 shares of the Issuers common stock, and the owner of 15,173,732 shares of the Issuers Common Stock in total, representing 77% of the Issuers outstanding Common Stock.
IDT does not directly own any shares of the Issuer. IDT is the majority shareholder of IDT Media, and as such may be deemed the indirect beneficial owner of 15,173,732 shares of the Issuers Common Stock representing 77% shares of its outstanding Common Stock.
Howard S. Jonas does not directly own any shares of Issuer. As of September 26, 2002, Mr. Jonas beneficially owned 9,816,988 shares of Class A Common Stock, par value $.01 of IDT, 6,150,156 shares of Class B Common Stock, par value $.01 of IDT and 1,825,142 shares of Common Stock, par value $.01 of IDT, representing approximately 21% of the outstanding shares of IDT and 56% of the combined voting power of IDT. Mr. Jonas may be deemed the indirect beneficial owner of 15,173,732 shares of the Issuers Common Stock representing 77% shares of its outstanding Common Stock.
(b) IDT media has the power to vote and dispose 4,062,621 shares of the Issuers Common Stock. In addition, by virtue of its ownership of a majority of the outstanding shares of DPS, IDT Media may be deemed to share with DPS the power to vote and dispose 11,111,111 shares of the Issuers Common Stock.
By virtue of its ownership of a majority of the outstanding shares of IDT Media, IDT may be deemed to share with IDT Media the power to vote and dispose 15,173,732 shares of the Issuers Common Stock.
By virtue of his ownership of shares of IDT representing approximately 56% of the combined voting power of IDT, Howard Jonas has the power to control the election of directors to IDTs board of directors, and therefore he may be deemed to share with IDT the power to vote and dispose 15,173,732 shares of the Issuers Common Stock.
(c) Except as described herein and as previously described in this Item and in Item 3 and Item 4 above, no transactions in the Common Stock of the Issuer have been effected by the
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Reporting Persons, nor to the best knowledge of the Reporting Persons, by the persons listed on Schedule 1 to this Schedule 13D, during the last 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The matters set forth in Item 4 of this Amendment are incorporated in this Item 6 by reference as if fully set forth herein.
Item 7. Material to be Filed as Exhibits
Exhibit 1 | Stock Purchase Agreement dated September 16, 2003 between IDT Media, IDT, Delaware State Employees Retirement Fund, Declaration of Trust for Defined Benefit Plans of ICI American Holdings Inc. and Declaration of Trust for Defined Benefit Plans of Zeneca Holdings Inc. | |
Exhibit 2 | Stock Exchange Agreement dated September 18, 2003 between, IDT Media, IDT, Phil Roman and Film Roman, Inc. | |
Exhibit 3 | Joint Filing Agreement. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.
Dated: September 30, 2003
DIGITAL PRODUCTION SOLUTIONS, INC. | ||
By: |
/s/ Morris Berger | |
Name: |
Morris Berger | |
Title: |
President |
IDT MEDIA, INC. | ||
By: |
/s/ Mitchell Burg | |
Name: |
Mitchell Burg | |
Title: |
Chief Executive Officer |
IDT CORPORATION | ||
By: |
/s/ James A. Courter | |
Name: |
James A. Courter | |
Title: |
Chief Executive Officer, Vice Chairman of the Board and Director |
/s/ Howard S. Jonas | ||
Howard S. Jonas |
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SCHEDULE I
Additional Information Concerning the Reporting Persons
Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of IDT. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to employment with IDT. Each person listed below is a citizen of the United States.
Name |
Position |
Principal Occupation |
Business Address | |||
Howard S. Jonas |
Chairman of the Board and Director | Chairman of the Board | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
James A. Courter |
Chief Executive Officer, Vice Chairman of the Board and Director | Chief Executive Officer, Vice Chairman of the Board and Director | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Ira A. Greenstein |
President | President | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Stephen R. Brown |
Chief Financial Officer, Treasurer and Director | Chief Financial Officer, Treasurer and Director | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Marcelo Fischer |
Chief Accounting Officer and Controller | Chief Accounting Officer and Controller | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Joyce J. Mason |
Senior Vice President, General Counsel, Secretary and Director | Senior Vice President, General Counsel, Secretary and Director | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Marc E. Knoller |
Senior Vice President and Director | Senior Vice President and Director | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Moshe Kaganoff |
Executive Vice President of Strategic Planning and Director | Executive Vice President of Strategic Planning | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Geoffrey Rochwarger |
Executive Vice President of Telecommunications | Executive Vice President of Telecommunications | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Morris Lichtenstein |
Executive Vice President of Business Development | Executive Vice President of Business Development | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
E. Brian Finkelstein |
Executive Vice President of Business Development | Executive Vice President of Business Development | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Jonathan Levy |
Executive Vice President of Corporate Development | Executive Vice President of Corporate Development | c/o IDT 520 Broad Street Newark, NJ 07102 |
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J. Warren Blaker |
Director | Professor, Fairleigh Dickinson University | Fairleigh Dickinson University School of Natural Sciences 1000 River Road Teaneck, NJ 07666 | |||
Rudy Boschwitz |
Director | Chairman of the Advisory Committee of the Center for Global Food Issues, Former U.S. Senator | Home Valu Interior 5401 East River Road Fridley, MN 55421 | |||
Saul Fenster |
Director | President Emeritus of the New Jersey Institute of Technology | New Jersey Institute of Institute of Technology; University Heights; 323 Martin Luther King Blvd.; Newark, NJ 07102 | |||
Jack F. Kemp |
Director | Former U.S. Congressman and former Secretary of Housing and Urban Development | Empower America 1801 K Street, NW, Suite 410 Washington, DC 20006 | |||
Michael J. Levitt |
Director | Chairman of Stone Tower Capital LLC | Stone Tower Capital LLC P.O. Box 1079 Alpine, NJ 07620 | |||
Marc J. Oppenheimer |
Director | President and CEO of Crystallex International Corporation | President and CEO Crystallex International Corporation 25 Rockwood Place, Suite 3 Englewood, NJ 07631 | |||
William A. Owens |
Director | Vice Chairman of the Board and Co-Chief Executive Officer of Teledisc LLC and former Vice Chairman of the Joint Chiefs of Staff | Teledesic LLC c/o AFA Investors LLC 2420 Carillion Point Kirkland, WA 98033 | |||
William F. Weld |
Director | Principal, Leeds Weld & Co. and former Governor of Massachusetts | Leeds, Weld & Co. 660 Madison Avenue New York, NY 10021 | |||
James S. Gilmore, III |
Director | Partner, Kelley Drye & Warren and former Governor of Virginia |
Kelley Drye & Warren LLP 1200 19th Street, N.W., Suite 500 Washington, D.C. 20036 |
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Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of IDT Media. Each person listed below is a citizen of the United States.
Name |
Position |
Principal Occupation |
Business Address | |||
Howard S. Jonas |
Co-Chairman of the Board | Chairman of the Board of IDT | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Stephen R. Brown |
Co-Chairman of the Board and Treasurer |
Chief Financial Officer, Treasurer and Director of IDT | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
James A. Courter |
Vice Chairman of the Board | Vice Chairman of the Board and Chief Executive Officer of IDT | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Mitchell Burg |
Chief Executive Officer and Director | Chief Executive Officer and Director | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Jonathan Reich |
Director | President of Worldwide Sales and Marketing of Net2Phone, Inc. | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Mark E. Knoller |
President and Chief Operating Officer | President and Chief Operation Officer. Director of IDT | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Darin Zaga |
Chief Financial Officer | Chief Financial Officer | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Jerrold Rapaport |
Executive Vice President, Strategic Planning | Executive Vice President, Strategic Planning | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Larry Wiseman |
Executive Vice President Business Development | Executive Vice President Business Development | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Morris Berger |
Executive Vice President, Marketing | Executive Vice President, Marketing | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Trang Nguyen |
Executive Vice President, Broadcast Operations |
Chief Operating Officer of Talk America | c/o IDT 520 Broad Street Newark, NJ 07102 |
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Rev. Eric Cosentino |
Director | Rector of the Episcopal Church of the Devine Love in Montrose, New York | Episcopal Church of Divine Love 80 Sunset Road Montrose, NY 10548 | |||
Rabbi Irwin Katsof |
Director | Executive Director of the Jerusalem Fund of Aish HaTorah | The Jerusalam Fund of Aish HaTorah 156 West 56th Street New York, NY 10019 | |||
Roberto Muller |
Director | President and Chief Executive Officer of the Muller Sports Group. Prior President of Reebok International. Founder of PONY Sports & Leisure | CEO and President The Muller Group 16 School Street Rye, NY 10580 | |||
Harvey Schiller |
Director | Chairman and Chief Executive Officer of YankeeNets, LLC. Former VP, Sports Programming, Turner Broadcasting System. Former President of Turner Sports, Inc., a division of Time Warner | President & CEO Assante U.S. 280 Park Avenue, 5th Floor East Building New York, New York 10017 | |||
Merv Adelson |
Director | Director on the Board of Avalon Digital Marketing Systems, Inc. and co-founder of Lorimar Telepictures | 24154 Malibu Road Los Angeles, CA 90065 | |||
Pete Wilson |
Director | Visiting fellow at the Harev Institution of former Governor of California | c/o IDT 520 Broad Street Newark, NJ 07102 |
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Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of DPS. Each person listed below is a citizen of the United States.
Name |
Position |
Principal Occupation |
Business Address | |||
Morris Berger |
President | Executive Vice President, Marketing, IDT Media, Inc. | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Yehuda Wurtzel |
Chief Executive Officer | Chief Executive Officer | c/o IDT 520 Broad Street Newark, NJ 07102 | |||
Stephen Brown |
Secretary and Treasurer | Chief Financial Officer, Treasurer and Director of IDT | c/o IDT 520 Broad Street Newark, NJ 07102 |
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