SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
July 17, 2001
EasyLink Services Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-26371 13-3787073
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
399 Thornall Street, 6th Floor
Edison, NJ 08837
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(Address of principal executive offices)
Registrant's telephone number, including area code (732) 906-2000
N/A
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Former Name or Former Address, if Changed Since Last Report
ITEM 5. OTHER EVENTS
India.com Exchange Agreement
Pursuant to an Exchange Agreement Amendment entered into on July 17,
2001 (the "Exchange Agreement Amendment") between EasyLink Services Corporation
(the "Company" or "EasyLink") and the holders of shares of Series A Convertible
Exchangeable Preferred Stock of the Company's majority-owned subsidiary
India.com, Inc. (the "India Preferred Stock"), the holders of 99.3% of the
outstanding shares of India Preferred Stock have exercised their right to
exchange their shares of India Preferred Stock for shares of the Company's Class
A common stock on the terms described herein. The Company has entered into the
Exchange Agreement Amendment in connection with the elimination of its
obligations under the $5 million aggregate principal amount of bridge notes and
warrants to purchase an aggregate of 1 million shares of the Company's Class A
common stock issued to India.com.
Under the Exchange Agreement originally dated September 13, 2000, as
amended as of February 5, 2001, the holders of shares of the India Preferred
Stock had a right during the period from September 13, 2001 until December 31,
2001 to exchange shares of India Preferred Stock for EasyLink Class A common
stock based on the original purchase price for the India Preferred Stock divided
by the market price of EasyLink stock on September 13, 2001, subject to a floor
on the exchange price of $1.25 and a cap of $6.00. The aggregate original
purchase price for the India Preferred Stock was $14.2 million.
Pursuant to a Bridge Funding Agreement dated as of February 5, 2001,
the Company issued to India.com $5 million in bridge notes and issued warrants
to purchase 1,000,000 shares of EasyLink Class A common stock in exchange for $5
million of advances from India.com.
The Company entered into the Exchange Agreement Amendment on July 17,
2001 in connection with the elimination of the Company's obligations under the
$5 million aggregate principal amount of bridge notes and warrants to purchase
an aggregate of 1 million shares of the Company's Class A common stock issued to
India.com. Pursuant to the Exchange Agreement Amendment, the holders of 99.3 %
of the outstanding shares of India Preferred Stock have agreed to exercise the
exchange right immediately based on the average of the closing market prices of
EasyLink stock over the five trading days ending on September 13, 2001, subject
to a floor on the exchange price of $1.00 and a cap of $3.00 and subject to
adjustment in certain circumstances. In addition, if the shares of Class A
common stock issued in the exchange have not been registered for resale under an
effective registration statement by December 31, 2001, EasyLink has agreed to
issue to the former holders of India Preferred Stock an aggregate of 100,000
shares of its Class A common stock per month for each month after December 31,
2001 until the earlier of (i) the effectiveness of such a registration statement
and (ii) the date on which such shares are eligible for resale pursuant to
Rule 144 promulgated under the Securities Act.
The consummation of the above exchange on or after September 13, 2001
is subject to compliance with NASDAQ requirements.
A copy of each of the Exchange Agreement Amendment is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Exchange Agreement Amendment dated as of July 10, 2001, by
and among EasyLink Services Corporation and the investors signatory thereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 24, 2001
MAIL.COM, INC.
By: /s/Thomas Murawski
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Thomas Murawski
Chief Executive Officer
Exhibit Index
Exhibit 99.1 Exchange Agreement Amendment dated as of July 10, 2001, by
and among EasyLink Services Corporation and the investors signatory thereto.