In re Howard S. Jonas

 
 UNITED STATES OF AMERICA 
 Before the 
   SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101166 / September 25, 2024  
                                                               
ADMINISTRATIVE PROCEEDING 
File No. 3-22182 
 
 
 
In the Matter of 
 
Howard S. Jonas, 
 
Respondent. 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
 
 I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against Howard S. Jonas (“Jonas” or 
“Respondent”).   
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 
matter of these proceedings, which are admitted, and except as provided herein in Section V, 
Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 
Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing 
a Cease-and-Desist Order (“Order”), as set forth below.   

 
 
 2 
 
III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
Summary 
1. These proceedings arise out of violations of the beneficial ownership reporting 
requirements of the federal securities laws.   
2. Section 13(d) of the Exchange Act and the rules promulgated thereunder require any 
person who directly or indirectly acquires beneficial ownership of more than 5% of a registered 
class of equity security to file a statement with the Commission disclosing certain information and 
to file certain updating amendments.  Section 13(d) is a key provision that allows shareholders 
and potential investors to evaluate changes in substantial shareholdings.  See 113 Cong. Rec. 855 
(1967).  The duty to file is not dependent on any intention by the stockholder to gain control of 
the company, but on a mechanical 5% ownership test.  
3. While subject to these reporting requirements due to his beneficial ownership of a 
registered class of equity securities of IDT Corporation (“IDT”), Genie Energy Ltd. (“Genie”), 
Rafael Holdings, Inc. (“Rafael”), and IDW Media Holdings, Inc. (“IDW”), Respondent violated 
Section 13(d) by failing to timely file on Schedules 13D as required with respect to each of these 
issuers.   
Respondent 
4. Jonas, age 68, is a resident of Easton, Pennsylvania.  Jonas was subject at all relevant 
times to Section 13(d) of the Exchange Act as an acquirer of greater than 5% beneficial ownership 
of registered classes of securities of IDT, Genie, Rafael, and IDW.  Jonas founded IDT in 1990.  
Jonas has served as Chairman of the Board of Directors of IDT since inception and has held various 
executive officer positions.  IDT spun off multiple former subsidiaries into separate reporting 
issuers, including Genie, Rafael and IDW.  Jonas has been Chairman of the Board of Directors and, 
during much of the relevant times, an executive officer for each of Genie, Rafael, and IDW.   
Issuers 
5. IDT is a Delaware corporation with its principal place of business in New Jersey.  A 
class of IDT common stock was first registered with the Commission under Section 12 of the 
Exchange Act in connection with its initial public offering (“IPO”) in 1996.  While its class or 
classes of equity securities registered under Section 12 of the Exchange Act have changed over 
time, at all relevant times Jonas was a greater than 5% beneficial owner of its registered classes of 
equity securities.  Since 2011, IDT’s class of securities registered with the Commission under 
                                                 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 
any other person or entity in this or any other proceeding. 

 
 
 3 
 
Section 12 of the Exchange Act has been its Class B common stock, which trades on the NYSE 
(ticker: IDT). 
6. Genie is a Delaware corporation with its principal place of business in New Jersey.  
Genie is a former subsidiary of IDT.  On October 28, 2011, IDT completed a spin-off of Genie to 
IDT’s stockholders, becoming an independent public company, and Genie entered into various 
agreements with IDT for IDT to provide services to Genie, such as administrative services.  In 
connection with the spin-off, Genie registered its Class B common stock with the Commission 
under Section 12 of the Exchange Act and became traded on the NYSE (ticker: GNE). 
7. Rafael is a Delaware corporation with its principal place of business in New Jersey.  
Rafael is a former IDT subsidiary.  On March 26, 2018, IDT completed a spin-off of Rafael to 
IDT’s stockholders, becoming an independent public company, and Rafael entered into various 
agreements with IDT for IDT to provide services to Rafael, such as administrative services.  In 
connection with the spin-off, Rafael registered its Class B common stock with the Commission 
under Section 12 of the Exchange Act and became traded on the NYSE (ticker: RFL). 
8. IDW is a Delaware corporation with its principal place of business in New Jersey.  
On September 14, 2009, IDT completed a spin-off of IDW (then named CTM Media Holdings) to 
IDT’s stockholders and IDW’s common stock was registered with the Commission under Section 
12 of the Exchange Act until terminating its registration in 2011.  In 2021, IDW’s Class B Common 
Stock became registered again with the Commission under Section 12 of the Exchange Act, 
effective August 2, 2021 and began trading on the NYSE (ticker: IDW).  On April 27, 2023, IDW 
announced its intention to voluntarily delist its Class B common stock and to terminate its 
registration under Section 12 thereafter, which became effective August 6, 2023.   
Applicable Legal Framework 
9. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) together require any person, 
including a group, who has acquired beneficial ownership of more than 5% of a class of equity 
security registered under Section 12 of the Exchange Act to publicly file a Schedule 13D disclosure 
statement with the Commission, which includes, among other things, the identity of the beneficial 
owner, the amount of beneficial ownership, and plans or proposals regarding the issuer.  During the 
time period herein, Rule 13d-1(a) required the Schedule 13D to be filed within 10 days
2
 after the 
triggering acquisition.  
                                                 
2
  On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership 
reporting under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  
Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 
(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 
statement on Schedule 13D from 10 days to 5 business days.  Id. at 76897, 76906.  Compliance with this new 
deadline is required as of February 5, 2024.  See id. at 76942.  
  
 

 
 
 4 
 
10. During the time period herein, Section 13(d)(2) of the Exchange Act and Rule 13d-
2(a) thereunder required a filer to amend a Schedule 13D promptly
3
 as material changes occur in 
disclosures previously made, including but not limited to, any material increase or decrease in the 
percentage of the class beneficially owned.  An acquisition or disposition of beneficial ownership of 
securities in an amount equal to 1% or more of the class of securities is deemed material for 
purposes of Rule 13d-2.  Under the standard applicable during the time period herein, any delay in 
filing beyond the date the filing reasonably can be made may not be prompt.
4
   
11. Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a 
beneficial owner of a security includes “any person who, directly or indirectly, through any 
contract, arrangement, understanding, relationship or otherwise” has or shares voting or 
investment power with respect to such security.  More than one person may be a beneficial 
owner of the same securities.  
12. There is no state of mind requirement for violations of Section 13(d) and the rules 
thereunder.
5
  The failure to timely file a required report, even if inadvertent, constitutes a 
violation.
6
      
Respondent Failed to Timely File Schedule 13D Statements and Amendments 
13. Prior to the Commission’s enforcement staff contacting Respondent in January 
2023 regarding his filings on Schedule 13D, Respondent had not made any filings on Schedule 
13D with respect to any issuer in almost five years, despite being required to file on Schedule 
13D with respect to at least four issuers, including the requirement to file amendments promptly 
as material changes occurred in the information set forth previously on Schedule 13D.
7
   
                                                 
3
  The 2023 Amendments created a bright-line rule that replaces “promptly” with a two-business day 
requirement.  Id. at 76897, 76921.  Compliance is required as of February 5, 2024.  See id. at 76942. 
 
4
  Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 34-39538 (Jan. 12, 
1998), 63 Fed. Reg. 2854, 2855 n.14 (Jan. 16, 1998).   
5
   See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) (“Indeed, the plain language of 
section 13(d)(1) gives no hint that intentional conduct need be found, but rather, appears to place a simple and 
affirmative duty of reporting on certain persons.  The legislative history confirms that Congress was concerned with 
providing disclosure to investors, and not merely with protecting them from fraudulent conduct”). 
6
   See Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 
(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 
violation”); see generally Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) 
(Commission opinion) (“evidence of both motive for non-disclosure and actual market impact ... is irrelevant” to 
whether violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred). 
7
  Respondent was also subject to Section 16(a) of the Exchange Act with respect to the four issuers.  Section 
16(a) of the Exchange Act and the rules promulgated thereunder apply to every person who is the beneficial owner of 
more than 10% of any class of any equity security registered pursuant to Section 12 of the Exchange Act, and any officer 
 

 
 
 5 
 
Beneficial Ownership of IDT 
 
14. Respondent has been subject to the reporting requirements of Exchange Act 
Section 13(d) since acquiring beneficial ownership of more than 5% of a registered class of 
equity securities of IDT by at least May 1998, and remains subject to those requirements. 
Respondent filed an initial Schedule 13D statement on May 18, 1998, and filed four amendments 
between October 1998 and March 2004.   
 
15. Thereafter, however, Respondent did not file any further amendments for 19 
years.  On March 6, 2023, Respondent filed an amendment to the Schedule 13D reflecting 
numerous material changes under Rule 13d-2(a) to the information set forth previously that 
occurred throughout the intervening time period, including, among other things:   
• Material changes in Respondent’s beneficial ownership of IDT’s Class B common 
stock dating back to at least March 2007;  
• Respondent’s acquisition of beneficial ownership of IDT shares constituting more 
than 1% of the outstanding class of Class B common stock, on December 21, 
2018;  
• Respondent’s dispositions of beneficial ownership of IDT shares, constituting 
more than 14% of the outstanding class of Class B common stock to trusts over 
which he “no longer has or reports beneficial ownership,” on April 6, 2020; 
• Respondent’s acquisition of beneficial ownership of IDT shares, constituting 
more than 1% of the outstanding class of Class B common stock, on April 25, 
2022; and 
• Respondent’s acquisition of beneficial ownership of IDT shares, constituting 
more than 1% of the outstanding class of Class B common stock, on April 28, 
2022. 
Beneficial Ownership of Genie 
16. Respondent has been subject to the reporting requirements of Exchange Act 
Section 13(d) since acquiring beneficial ownership of more than 5% of Genie’s registered class 
of Class B common stock of upon IDT’s spin-off of Genie in October 2011, and Respondent 
                                                 
or director of the issuer of any such security (collectively, “insiders”).  Pursuant to Section 16(a) and Rule 16a-3, insiders 
are required to, among other things, file Form 4 reports disclosing most types of transactions within two business days 
following the execution date of the transaction.  Respondent’s filings of Form 4 reports did not alter Respondent’s 
obligations under Section 13(d) of the Exchange Act and were not a substitute for making the required filings on 
Schedules 13D.  Separately, IDT, Genie, Rafael, and IDW filed annual proxy statements each year that disclosed 
Jonas’ beneficial ownership.  The issuers’ filings of these proxy statements did not alter Respondent’s obligations 
under Section 13(d) of the Exchange Act and were not a substitute for Respondent making required filings on 
Schedules 13D.  

 
 
 6 
 
remains subject to those requirements.  Respondent filed an initial Schedule 13D statement on 
November 8, 2011 and filed an amendment to the Schedule 13D in October 2012.   
17. Thereafter, however, Respondent did not file any further amendments for more 
than 10 years.  On February 28, 2023, Respondent filed an amendment to the Schedule 13D 
reflecting numerous material changes under Rule 13d-2(a) to the information set forth previously 
that had occurred throughout the intervening time period, including, among other things:   
 
• Material changes in Respondent’s beneficial ownership of Genie’s Class B 
common stock dating back to at least December 2012; 
• Respondent’s dispositions of beneficial ownership of Genie shares, constituting 
more than 1% of the outstanding Class B common stock, to trusts over which he 
“no longer has or reports beneficial ownership” on September 17, 2018; 
• Respondent’s dispositions of beneficial ownership of Genie shares, constituting 
more than 1% of the outstanding Class B common stock, to trusts over which he 
“no longer has or reports beneficial ownership” on April 6, 2020; and 
• Respondent’s acquisitions of beneficial ownership of Genie shares, constituting 
more than 1% of the outstanding Class B common stock, from January 1, 2021 
through August 3, 2022. 
18. In addition, after Respondent’s February 28, 2023 amendment to Schedule 13D, 
Respondent again failed to timely file additional amendments required as a result of material 
changes under Rule 13d-2(a) to the information set forth previously, including: 
• Respondent’s acquisitions of beneficial ownership of Genie shares, constituting 
more than 1% of the outstanding Class B common stock, from May 5, 2023 
through May 11, 2023, which was not reflected in an amendment until July 17, 
2023; and  
• Respondent’s acquisitions of beneficial ownership of Genie shares, constituting 
more than 1% of the outstanding Class B common stock on June 6, 2023, which 
was not reflected in an amendment until July 17, 2023. 
Beneficial Ownership of Rafael 
19. Respondent has been subject to the reporting requirements of Exchange Act 
Section 13(d) since acquiring beneficial ownership of more than 5% of Rafael’s registered class 
of Class B common stock upon IDT’s spin-off of Rafael as of March 26, 2018.  Respondent filed 
an untimely initial Schedule 13D statement on April 12, 2018, approximately one week after the 
10-day filing deadline applicable at the time under Exchange Act Rule 13d-1(a).  That initial 

 
 
 7 
 
Schedule 13D reported that Respondent beneficially owned approximately 20.3% of the 
outstanding Class B common stock.   
20. Thereafter, Respondent did not file any amendments for almost 5 years.  On 
February 28, 2023, Respondent filed an amendment to the Schedule 13D reflecting numerous 
material changes under Rule 13d-2(a) to the information set forth previously that had occurred 
during the intervening time period, including, among other things: 
• Respondent’s acquisition of beneficial ownership of Rafael shares, constituting 
approximately 10% of the outstanding Class B common stock, on January 18, 
2019; 
• Respondent’s acquisition of beneficial ownership of Rafael shares, constituting 
more than 10% of the outstanding Class B common stock, on August 7, 2019; and 
• Respondent’s disposition of beneficial ownership of Rafael shares, constituting 
more than 30% of the class of outstanding Class B common stock, to trusts over 
which he “no longer has or reports beneficial ownership” on April 6, 2020, as a 
result of which Respondent reported that he ceased to be a greater than 5% 
beneficial owner as of that date. 
Beneficial Ownership of IDW 
21. Respondent has been subject to the reporting requirements of Exchange Act 
Section 13(d) since acquiring beneficial ownership of more than 5% of IDW’s registered class of 
Class B common stock by at least August 6, 2021, and remained subject to those requirements 
until IDW terminated its registration under Section 12 of the Exchange Act in August 2023. 
22. Respondent was required to file an initial Schedule 13D statement by August 16, 
2021, and to thereafter file amendments promptly as material changes occur.  However, 
Respondent failed to make any such filings for more than two-and-a-half years.  On February 28, 
2023, Respondent filed an untimely initial Schedule 13D statement, and filed an amendment to 
the Schedule 13D on April 27, 2023 to correct certain errors and include additional required 
information.  The initial Schedule 13D statement, as amended, reflected several transactions 
between August 2021 and June 2022 that increased his beneficial ownership by at least 3% from 
his beneficial ownership as of August 6, 2021. 
Violations 
 
23. As a result of the conduct described above, Respondent violated Section 13(d) of 
the Exchange Act and Rules 13d-1 and 13d-2 thereunder. 
 
 

 
 
 8 
 
Respondent’s Remedial Efforts 
24. In determining to accept Respondent’s Offer, the Commission considered certain 
remedial acts undertaken by Respondent and cooperation afforded to Commission staff.  
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 Accordingly, it is hereby ORDERED that: 
 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Section 13(d) of the Exchange 
Act and Rules 13d-1 and 13d-2 promulgated thereunder.   
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $90,000 to the Securities and Exchange Commission, for transfer to the 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  Payment 
must be made in one of the following ways:   
(1)  Respondent may transmit payment electronically to the Commission, which will 
provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2)  Respondent may make direct payment from a bank account via Pay.gov through 
the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3)  Respondent may pay by certified check, bank cashier’s check, or United States 
postal money order, made payable to the Securities and Exchange Commission and hand-
delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Howard S. Jonas as a Respondent in these proceedings, and the file number of these proceedings; 
a copy of the cover letter and check or money order must be sent to Thomas Smith, Associate 
Regional Director, Division of Enforcement, Securities and Exchange Commission, 100 Pearl 
Street, Suite 20-100, New York, NY 10004.   

 
 
 9 
 
Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 
the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
V. 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in 
Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 
admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 
penalty or other amounts due by Respondent under this Order or any other judgment, order, 
consent order, decree or settlement agreement entered in connection with this proceeding, is a 
debt for the violation by Respondent of the federal securities laws or any regulation or order 
issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 
§ 523(a)(19). 
 
 By the Commission. 
 
 
       Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 

 Before the 

   SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101166 / September 25, 2024  

                                                               

ADMINISTRATIVE PROCEEDING 

File No. 3-22182 

 

 

 

In the Matter of 

 

Howard S. Jonas, 

 

Respondent. 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

 

 I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 

Securities Exchange Act of 1934 (“Exchange Act”), against Howard S. Jonas (“Jonas” or 

“Respondent”).   

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 

matter of these proceedings, which are admitted, and except as provided herein in Section V, 

Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 

Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing 

a Cease-and-Desist Order (“Order”), as set forth below.   



 
 

 2 

 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

Summary 

1. These proceedings arise out of violations of the beneficial ownership reporting 

requirements of the federal securities laws.   

2. Section 13(d) of the Exchange Act and the rules promulgated thereunder require any 

person who directly or indirectly acquires beneficial ownership of more than 5% of a registered 

class of equity security to file a statement with the Commission disclosing certain information and 

to file certain updating amendments.  Section 13(d) is a key provision that allows shareholders 

and potential investors to evaluate changes in substantial shareholdings.  See 113 Cong. Rec. 855 

(1967).  The duty to file is not dependent on any intention by the stockholder to gain control of 

the company, but on a mechanical 5% ownership test.  

3. While subject to these reporting requirements due to his beneficial ownership of a 

registered class of equity securities of IDT Corporation (“IDT”), Genie Energy Ltd. (“Genie”), 

Rafael Holdings, Inc. (“Rafael”), and IDW Media Holdings, Inc. (“IDW”), Respondent violated 

Section 13(d) by failing to timely file on Schedules 13D as required with respect to each of these 

issuers.   

Respondent 

4. Jonas, age 68, is a resident of Easton, Pennsylvania.  Jonas was subject at all relevant 

times to Section 13(d) of the Exchange Act as an acquirer of greater than 5% beneficial ownership 

of registered classes of securities of IDT, Genie, Rafael, and IDW.  Jonas founded IDT in 1990.  

Jonas has served as Chairman of the Board of Directors of IDT since inception and has held various 

executive officer positions.  IDT spun off multiple former subsidiaries into separate reporting 

issuers, including Genie, Rafael and IDW.  Jonas has been Chairman of the Board of Directors and, 

during much of the relevant times, an executive officer for each of Genie, Rafael, and IDW.   

Issuers 

5. IDT is a Delaware corporation with its principal place of business in New Jersey.  A 

class of IDT common stock was first registered with the Commission under Section 12 of the 

Exchange Act in connection with its initial public offering (“IPO”) in 1996.  While its class or 

classes of equity securities registered under Section 12 of the Exchange Act have changed over 

time, at all relevant times Jonas was a greater than 5% beneficial owner of its registered classes of 

equity securities.  Since 2011, IDT’s class of securities registered with the Commission under 

                                                 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 

any other person or entity in this or any other proceeding. 



 
 

 3 

 

Section 12 of the Exchange Act has been its Class B common stock, which trades on the NYSE 

(ticker: IDT). 

6. Genie is a Delaware corporation with its principal place of business in New Jersey.  

Genie is a former subsidiary of IDT.  On October 28, 2011, IDT completed a spin-off of Genie to 

IDT’s stockholders, becoming an independent public company, and Genie entered into various 

agreements with IDT for IDT to provide services to Genie, such as administrative services.  In 

connection with the spin-off, Genie registered its Class B common stock with the Commission 

under Section 12 of the Exchange Act and became traded on the NYSE (ticker: GNE). 

7. Rafael is a Delaware corporation with its principal place of business in New Jersey.  

Rafael is a former IDT subsidiary.  On March 26, 2018, IDT completed a spin-off of Rafael to 

IDT’s stockholders, becoming an independent public company, and Rafael entered into various 

agreements with IDT for IDT to provide services to Rafael, such as administrative services.  In 

connection with the spin-off, Rafael registered its Class B common stock with the Commission 

under Section 12 of the Exchange Act and became traded on the NYSE (ticker: RFL). 

8. IDW is a Delaware corporation with its principal place of business in New Jersey.  

On September 14, 2009, IDT completed a spin-off of IDW (then named CTM Media Holdings) to 

IDT’s stockholders and IDW’s common stock was registered with the Commission under Section 

12 of the Exchange Act until terminating its registration in 2011.  In 2021, IDW’s Class B Common 

Stock became registered again with the Commission under Section 12 of the Exchange Act, 

effective August 2, 2021 and began trading on the NYSE (ticker: IDW).  On April 27, 2023, IDW 

announced its intention to voluntarily delist its Class B common stock and to terminate its 

registration under Section 12 thereafter, which became effective August 6, 2023.   

Applicable Legal Framework 

9. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) together require any person, 

including a group, who has acquired beneficial ownership of more than 5% of a class of equity 

security registered under Section 12 of the Exchange Act to publicly file a Schedule 13D disclosure 

statement with the Commission, which includes, among other things, the identity of the beneficial 

owner, the amount of beneficial ownership, and plans or proposals regarding the issuer.  During the 

time period herein, Rule 13d-1(a) required the Schedule 13D to be filed within 10 days2 after the 

triggering acquisition.  

                                                 
2  On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership 

reporting under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  

Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 

(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 

statement on Schedule 13D from 10 days to 5 business days.  Id. at 76897, 76906.  Compliance with this new 

deadline is required as of February 5, 2024.  See id. at 76942.  

  

 



 
 

 4 

 

10. During the time period herein, Section 13(d)(2) of the Exchange Act and Rule 13d-

2(a) thereunder required a filer to amend a Schedule 13D promptly3 as material changes occur in 

disclosures previously made, including but not limited to, any material increase or decrease in the 

percentage of the class beneficially owned.  An acquisition or disposition of beneficial ownership of 

securities in an amount equal to 1% or more of the class of securities is deemed material for 

purposes of Rule 13d-2.  Under the standard applicable during the time period herein, any delay in 

filing beyond the date the filing reasonably can be made may not be prompt.4   

11. Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a 

beneficial owner of a security includes “any person who, directly or indirectly, through any 

contract, arrangement, understanding, relationship or otherwise” has or shares voting or 

investment power with respect to such security.  More than one person may be a beneficial 

owner of the same securities.  

12. There is no state of mind requirement for violations of Section 13(d) and the rules 

thereunder.5  The failure to timely file a required report, even if inadvertent, constitutes a 

violation.6      

Respondent Failed to Timely File Schedule 13D Statements and Amendments 

13. Prior to the Commission’s enforcement staff contacting Respondent in January 

2023 regarding his filings on Schedule 13D, Respondent had not made any filings on Schedule 

13D with respect to any issuer in almost five years, despite being required to file on Schedule 

13D with respect to at least four issuers, including the requirement to file amendments promptly 

as material changes occurred in the information set forth previously on Schedule 13D.7   

                                                 
3  The 2023 Amendments created a bright-line rule that replaces “promptly” with a two-business day 

requirement.  Id. at 76897, 76921.  Compliance is required as of February 5, 2024.  See id. at 76942. 

 
4  Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 34-39538 (Jan. 12, 

1998), 63 Fed. Reg. 2854, 2855 n.14 (Jan. 16, 1998).   

5   See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) (“Indeed, the plain language of 

section 13(d)(1) gives no hint that intentional conduct need be found, but rather, appears to place a simple and 

affirmative duty of reporting on certain persons.  The legislative history confirms that Congress was concerned with 

providing disclosure to investors, and not merely with protecting them from fraudulent conduct”). 

6   See Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 

(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 

violation”); see generally Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) 

(Commission opinion) (“evidence of both motive for non-disclosure and actual market impact … is irrelevant” to 

whether violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred). 

7  Respondent was also subject to Section 16(a) of the Exchange Act with respect to the four issuers.  Section 

16(a) of the Exchange Act and the rules promulgated thereunder apply to every person who is the beneficial owner of 

more than 10% of any class of any equity security registered pursuant to Section 12 of the Exchange Act, and any officer 

 



 
 

 5 

 

Beneficial Ownership of IDT 

 

14. Respondent has been subject to the reporting requirements of Exchange Act 

Section 13(d) since acquiring beneficial ownership of more than 5% of a registered class of 

equity securities of IDT by at least May 1998, and remains subject to those requirements. 

Respondent filed an initial Schedule 13D statement on May 18, 1998, and filed four amendments 

between October 1998 and March 2004.   

 

15. Thereafter, however, Respondent did not file any further amendments for 19 

years.  On March 6, 2023, Respondent filed an amendment to the Schedule 13D reflecting 

numerous material changes under Rule 13d-2(a) to the information set forth previously that 

occurred throughout the intervening time period, including, among other things:   

• Material changes in Respondent’s beneficial ownership of IDT’s Class B common 

stock dating back to at least March 2007;  

• Respondent’s acquisition of beneficial ownership of IDT shares constituting more 

than 1% of the outstanding class of Class B common stock, on December 21, 

2018;  

• Respondent’s dispositions of beneficial ownership of IDT shares, constituting 

more than 14% of the outstanding class of Class B common stock to trusts over 

which he “no longer has or reports beneficial ownership,” on April 6, 2020; 

• Respondent’s acquisition of beneficial ownership of IDT shares, constituting 

more than 1% of the outstanding class of Class B common stock, on April 25, 

2022; and 

• Respondent’s acquisition of beneficial ownership of IDT shares, constituting 

more than 1% of the outstanding class of Class B common stock, on April 28, 

2022. 

Beneficial Ownership of Genie 

16. Respondent has been subject to the reporting requirements of Exchange Act 

Section 13(d) since acquiring beneficial ownership of more than 5% of Genie’s registered class 

of Class B common stock of upon IDT’s spin-off of Genie in October 2011, and Respondent 

                                                 
or director of the issuer of any such security (collectively, “insiders”).  Pursuant to Section 16(a) and Rule 16a-3, insiders 

are required to, among other things, file Form 4 reports disclosing most types of transactions within two business days 

following the execution date of the transaction.  Respondent’s filings of Form 4 reports did not alter Respondent’s 

obligations under Section 13(d) of the Exchange Act and were not a substitute for making the required filings on 

Schedules 13D.  Separately, IDT, Genie, Rafael, and IDW filed annual proxy statements each year that disclosed 

Jonas’ beneficial ownership.  The issuers’ filings of these proxy statements did not alter Respondent’s obligations 

under Section 13(d) of the Exchange Act and were not a substitute for Respondent making required filings on 

Schedules 13D.  



 
 

 6 

 

remains subject to those requirements.  Respondent filed an initial Schedule 13D statement on 

November 8, 2011 and filed an amendment to the Schedule 13D in October 2012.   

17. Thereafter, however, Respondent did not file any further amendments for more 

than 10 years.  On February 28, 2023, Respondent filed an amendment to the Schedule 13D 

reflecting numerous material changes under Rule 13d-2(a) to the information set forth previously 

that had occurred throughout the intervening time period, including, among other things:   

 

• Material changes in Respondent’s beneficial ownership of Genie’s Class B 

common stock dating back to at least December 2012; 

• Respondent’s dispositions of beneficial ownership of Genie shares, constituting 

more than 1% of the outstanding Class B common stock, to trusts over which he 

“no longer has or reports beneficial ownership” on September 17, 2018; 

• Respondent’s dispositions of beneficial ownership of Genie shares, constituting 

more than 1% of the outstanding Class B common stock, to trusts over which he 

“no longer has or reports beneficial ownership” on April 6, 2020; and 

• Respondent’s acquisitions of beneficial ownership of Genie shares, constituting 

more than 1% of the outstanding Class B common stock, from January 1, 2021 

through August 3, 2022. 

18. In addition, after Respondent’s February 28, 2023 amendment to Schedule 13D, 

Respondent again failed to timely file additional amendments required as a result of material 

changes under Rule 13d-2(a) to the information set forth previously, including: 

• Respondent’s acquisitions of beneficial ownership of Genie shares, constituting 

more than 1% of the outstanding Class B common stock, from May 5, 2023 

through May 11, 2023, which was not reflected in an amendment until July 17, 

2023; and  

• Respondent’s acquisitions of beneficial ownership of Genie shares, constituting 

more than 1% of the outstanding Class B common stock on June 6, 2023, which 

was not reflected in an amendment until July 17, 2023. 

Beneficial Ownership of Rafael 

19. Respondent has been subject to the reporting requirements of Exchange Act 

Section 13(d) since acquiring beneficial ownership of more than 5% of Rafael’s registered class 

of Class B common stock upon IDT’s spin-off of Rafael as of March 26, 2018.  Respondent filed 

an untimely initial Schedule 13D statement on April 12, 2018, approximately one week after the 

10-day filing deadline applicable at the time under Exchange Act Rule 13d-1(a).  That initial 



 
 

 7 

 

Schedule 13D reported that Respondent beneficially owned approximately 20.3% of the 

outstanding Class B common stock.   

20. Thereafter, Respondent did not file any amendments for almost 5 years.  On 

February 28, 2023, Respondent filed an amendment to the Schedule 13D reflecting numerous 

material changes under Rule 13d-2(a) to the information set forth previously that had occurred 

during the intervening time period, including, among other things: 

• Respondent’s acquisition of beneficial ownership of Rafael shares, constituting 

approximately 10% of the outstanding Class B common stock, on January 18, 

2019; 

• Respondent’s acquisition of beneficial ownership of Rafael shares, constituting 

more than 10% of the outstanding Class B common stock, on August 7, 2019; and 

• Respondent’s disposition of beneficial ownership of Rafael shares, constituting 

more than 30% of the class of outstanding Class B common stock, to trusts over 

which he “no longer has or reports beneficial ownership” on April 6, 2020, as a 

result of which Respondent reported that he ceased to be a greater than 5% 

beneficial owner as of that date. 

Beneficial Ownership of IDW 

21. Respondent has been subject to the reporting requirements of Exchange Act 

Section 13(d) since acquiring beneficial ownership of more than 5% of IDW’s registered class of 

Class B common stock by at least August 6, 2021, and remained subject to those requirements 

until IDW terminated its registration under Section 12 of the Exchange Act in August 2023. 

22. Respondent was required to file an initial Schedule 13D statement by August 16, 

2021, and to thereafter file amendments promptly as material changes occur.  However, 

Respondent failed to make any such filings for more than two-and-a-half years.  On February 28, 

2023, Respondent filed an untimely initial Schedule 13D statement, and filed an amendment to 

the Schedule 13D on April 27, 2023 to correct certain errors and include additional required 

information.  The initial Schedule 13D statement, as amended, reflected several transactions 

between August 2021 and June 2022 that increased his beneficial ownership by at least 3% from 

his beneficial ownership as of August 6, 2021. 

Violations 

 

23. As a result of the conduct described above, Respondent violated Section 13(d) of 

the Exchange Act and Rules 13d-1 and 13d-2 thereunder. 

 

 



 
 

 8 

 

Respondent’s Remedial Efforts 

24. In determining to accept Respondent’s Offer, the Commission considered certain 

remedial acts undertaken by Respondent and cooperation afforded to Commission staff.  

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 Accordingly, it is hereby ORDERED that: 

 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 

committing or causing any violations and any future violations of Section 13(d) of the Exchange 

Act and Rules 13d-1 and 13d-2 promulgated thereunder.   

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $90,000 to the Securities and Exchange Commission, for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  Payment 

must be made in one of the following ways:   

(1)  Respondent may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2)  Respondent may make direct payment from a bank account via Pay.gov through 

the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3)  Respondent may pay by certified check, bank cashier’s check, or United States 

postal money order, made payable to the Securities and Exchange Commission and hand-

delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Howard S. Jonas as a Respondent in these proceedings, and the file number of these proceedings; 

a copy of the cover letter and check or money order must be sent to Thomas Smith, Associate 

Regional Director, Division of Enforcement, Securities and Exchange Commission, 100 Pearl 

Street, Suite 20-100, New York, NY 10004.   



 
 

 9 

 

Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

V. 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in 

Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 

admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 

penalty or other amounts due by Respondent under this Order or any other judgment, order, 

consent order, decree or settlement agreement entered in connection with this proceeding, is a 

debt for the violation by Respondent of the federal securities laws or any regulation or order 

issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 

§ 523(a)(19). 

 

 By the Commission. 

 

 

       Vanessa A. Countryman 

       Secretary 


	Respondent