-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OHjkC71G3gn0uA0gBfnp0uiOns6wixgVA5fB8aaITdX2CpQrR8B50Bn7nzd+2W3T +bilkekKlE35HRk2QmyYjg== 0000950130-99-004128.txt : 19990721 0000950130-99-004128.hdr.sgml : 19990721 ACCESSION NUMBER: 0000950130-99-004128 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NET2PHONE INC CENTRAL INDEX KEY: 0001086472 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223559037 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-26763 FILM NUMBER: 99667072 BUSINESS ADDRESS: STREET 1: 17 MAIN STREET CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2019282990 MAIL ADDRESS: STREET 1: 17 MAIN STREET CITY: HACKENSACK STATE: NJ ZIP: 07601 8-A12G 1 FORM 8-A =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------- NET2PHONE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 22-3559037 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 171 Main Street Hackensack, New Jersey 07601 (Address of Principal Executive Offices) (Zip Code) -------------------- If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A(c), check the following box. [_] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A(d), check the following box. [X] SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-78713. SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT: None SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT: Common Stock $0.01 par value per share Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A complete description of the Common Stock, $0.01 par value per share, of Net2Phone, Inc. (the "Registrant"), which is to be registered hereunder is contained under the caption "Description of Capital Stock" in the Registration Statement on Form S-1 (File No. 333-78713) filed by the Registrant with the Securities and Exchange Commission on May 18, 1999, as amended from time to time (the "Registration Statement"). Such description is hereby incorporated by reference. Item 2. EXHIBITS. The following exhibits are filed herewith (or incorporated by reference as indicated below): Description ----------- 1. Amended and Restated Certificate of Incorporation of the Registrant, dated May 14, 1999. Reference is made to Exhibit 3.1 to the Registration Statement. 2. Bylaws of the Registrant. Reference is made to Exhibit 3.2 to the Registration Statement. 3. Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, dated June 24, 1999. Reference is made to Exhibit 3.3 to the Registration Statement.* 4. Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, dated July 16, 1999. Reference is made to Exhibit 3.4 to the Registration Statement.+ 5. Specimen Common Stock Certificate. Reference is made to Exhibit 4.1 to the Registration Statement.++ 6. Employment Agreement, dated May 1, 1997, by and between Clifford M. Sobel and IDT Corporation. Reference is made to Exhibit 10.1 to the Registration Statement. 7. Amendment to the Employment Agreement between Clifford M. Sobel and IDT Corporation, dated May 11, 1999, by and between the Registrant, Clifford M. Sobel and IDT Corporation. Reference is made to Exhibit 10.2 to the Registration Statement. 8. The Registrant's 1999 Amended and Restated Stock Option and Incentive Plan. Reference is made to Exhibit 10.15 to the Registration Statement.* 9. Series A Preferred Shareholder Registration Rights Agreement, dated as of May 13, 1999, by and between the Registrant and the Investors listed therein. Reference is made to Exhibit 10.17 to the Registration Statement. 10. Stockholders Agreement, dated as of May 13, 1999, by and between the Registrant, the Investors listed therein, IDT Corporation, Clifford M. Sobel and the trustee of the Scott Sobel Annual Gift Trust. Reference is made to Exhibit 10.20 to the Registration Statement.* 11. Letter Agreement, dated as of May 17, 1999, by and between the Registrant, Clifford M. Sobel and IDT Corporation. Reference is made to Exhibit 10.22 to the Registration Statement.* 12. Stock Subscription Warrant, dated July 15, 1999, by and between America Online, Inc. and the Registrant. Reference is made to Exhibit 10.29 to the Registration Statement.+ - ---------------------- * Filed as part of Amendment No. 1 to the Registration Statement, dated June 28, 1999. ++ Filed as part of Amendment No. 2 to the Registration Statement, dated July 14, 1999. + Filed as part of Amendment No. 3 to the Registration Statement, dated July 19, 1999. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. NET2PHONE, INC. By: /s/ Howard S. Balter --------------------------------------------- Name: Howard S. Balter Title: Chief Executive Officer (Principal Executive Officer) Date: July 20, 1999 -----END PRIVACY-ENHANCED MESSAGE-----