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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM 10
 
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

STRAIGHT PATH COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)

Delaware
46-2457757
(State or other jurisdiction of incorporation
or organization)
(I.R.S. Employer Identification No.)

5300 Hickory Park Drive, Suite 218, Glen Allen, VA 23059
 (Address of principal executive offices, zip code)

(804) 433-1522
 (Registrant’s telephone number, including area code)

With copies to:

Straight Path Communications Inc.
520 Broad Street
Newark, New Jersey 07102
Attention: Davidi Jonas
Dov T. Schwell, Esq.
c/o Schwell Wimpfheimer & Associates LLP
1430 Broadway, Suite 1615
New York, NY 10018
(646) 328-0795

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be registered
N/A
Name of each exchange on which registered
N/A

Securities registered pursuant to section 12(g) of the Act:
Class B common stock, par value $0.01 per share
 
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.
 
Large accelerated filer   o Accelerated filer  o
Non-accelerated filer  o Smaller reporting company  x
 
 
 
 

INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED BY REFERENCE IN FORM 10

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

This registration statement on Form 10 (the “Form 10”) incorporates by reference information contained in the information statement filed as exhibit 99.1 hereto (the “information statement”). The cross-reference table below identifies where the items required by Form 10 can be found in the information statement.

Item No.  
  
Item Caption
  
Location in Information Statement
1.
  
Business
  
“Executive Summary” and “Business”
1A.
  
Risk Factors
  
“Risk Factors”
2.
  
Financial Information
  
“Unaudited Pro Forma Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
3.
  
Properties
  
“Executive Summary” and “Business”
4.
  
Security Ownership of Certain Beneficial Owners and Management
  
“Security Ownership by Certain Beneficial Owners and Management”
5.
  
Directors and Executive Officers
  
“Management”
6.
  
Executive Compensation
  
“Executive Compensation”
7.
  
Certain Relationships and Related Transactions, and Director Independence
  
“Our Relationship with IDT After the Spin-Off and Related Person Transactions”
8.
  
Legal Proceedings
  
“Legal Proceedings”
9.
  
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
  
“Executive Summary;” “Risk Factors;” “The Spin-Off;” “Dividend Policy;” and “Description of Our Capital Stock”
10.
  
Recent Sale of Unregistered Securities
  
“Recent Sale of Unregistered Securities”
11.
  
Description of Registrant’s Securities to be Registered
  
“Description of Our Capital Stock”
12.
  
Indemnification of Directors and Officers
  
“Description of Our Capital Stock;” and “Our Relationship with IDT After the Spin-Off and Related Person Transactions”
13.
  
Financial Statements and Supplementary Data including the Combined Financial Statements
  
“Unaudited Pro Forma Combined Financial Data;” “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and “Index to Combined Financial Statements”
14.
  
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
None
15.
  
Financial Statements and Exhibits
  
“Unaudited Pro Forma Combined Financial Data”; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and “Index to Combined Financial Statements” and the combined financial statements referenced therein
 
 
2
 
 
(a)           List of Financial Statements

The following historical and pro forma combined financial statements of Straight Path Communications Inc. are included in the information statement and filed as part of this registration statement on Form 10:

(1)           
Audited Combined Financial Statements, including Report of Independent Registered Public Accounting Firm, as of, and for the fiscal years ended, July 31, 2012 and 2011;

(2)           
Condensed Combined Balance Sheets as of April 30, 2013 (unaudited) and July 31, 2012;

(3)           
Condensed Combined Unaudited Statements of Operations for the nine months ended April 30, 2013 and 2012; and

(4)           
Condensed Combined Unaudited Statements of Cash Flows for the nine months ended April 30, 2013 and 2012.

(b)           Exhibits

The following exhibits are filed herewith unless otherwise indicated:
 
Exhibit
Number
  
 
Exhibit Description
2.1
  
Separation and Distribution Agreement between IDT Corporation and Straight Path Communications Inc.
3.1
  
Amended and Restated Certificate of Incorporation of Straight Path Communications Inc.
3.2
  
By-Laws of Straight Path Communications Inc.#
4.1
  
Specimen common stock certificate of Straight Path Communications Inc.#
*10.1
  
2013 Stock Option and Incentive Plan
10.2
  
Transition Services Agreement
10.3
  
Tax Separation Agreement
*10.4
  
Form of ISO Stock Option Agreement#
*10.5
  
Form of Nonqualified Stock Option Agreement#
*10.6
  
Form of Restricted Stock Agreement#
23.1
  
Consent of Zwick and Banyai, PLLC
99.1
  
Definitive Information Statement of Straight Path Communications Inc.,  dated July 31, 2013
99.2
  
Consent of Prospective Director – K. Chris Todd#
99.3
  
Consent of Prospective Director – William F. Weld#
99.4
  
Consent of Prospective Director – Fred S. Zeidman#
__________________________
# Previously filed.
* Management contract or compensatory plan or arrangement
 
 
3
 
 
SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

  STRAIGHT PATH COMMUNICATIONS INC.  
       
 
By:
/s/ Davidi Jonas  
    Name: Davidi Jonas  
   
Title: Chief Executive Officer
  
 
Dated: July 31, 2013
 
 
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INDEX TO EXHIBITS
 
Exhibit
Number
  
 
Exhibit Description
2.1
  
Separation and Distribution Agreement between IDT Corporation and Straight Path Communications Inc.
3.1
  
Amended and Restated Certificate of Incorporation of Straight Path Communications Inc.
3.2
  
By-Laws of Straight Path Communications Inc.#
4.1
  
Specimen common stock certificate of Straight Path Communications Inc.#
*10.1
  
2013 Stock Option and Incentive Plan
10.2
  
Transition Services Agreement
10.3
  
Tax Separation Agreement
*10.4
  
Form of ISO Stock Option Agreement#
*10.5
  
Form of Nonqualified Stock Option Agreement#
*10.6
  
Form of Restricted Stock Agreement#
23.1
  
Consent of Zwick and Banyai, PLLC
99.1
  
Definitive Information Statement of Straight Path Communications Inc.,  dated July 31, 2013
99.2
  
Consent of Prospective Director – K. Chris Todd#
99.3
  
Consent of Prospective Director – William F. Weld#
99.4
  
Consent of Prospective Director – Fred S. Zeidman#
__________________________
# Previously filed.
* Management contract or compensatory plan or arrangement
 
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