SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
February 28, 2003
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 of (Commission File Number) (I.R.S. Employer
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
Announcement By PTEK Holdings of Its Purchase of Debt and Shares Held by
Existing EasyLink Investor
EasyLink Services Corporation ("EasyLink" or the "Company") today announced that
it is evaluating the proposed purchase by PTEK Holdings, Inc. (NASDAQ: PTEK), in
a privately negotiated transaction between AT&T Corp. and PTEK, of 1,423,980
shares of outstanding Class A common stock of EasyLink held by AT&T and a
promissory note of EasyLink held by AT&T. PTEK announced on February 28, 2003
that it had entered into an agreement with AT&T to purchase these securities.
The promissory note, with a principal amount of $10,000,000, represents
approximately 13% of the aggregate principal amount of debt that EasyLink is
seeking to restructure, and the shares represent approximately 8.3% of the total
number of shares of Class A and Class B common stock outstanding as of December
31, 2002 and approximately 5.4% of the total outstanding voting power.
EasyLink did not have prior knowledge of the proposed transaction between PTEK
and AT&T Corp. and is reviewing whether the transaction would violate its
rights. The Company plans to meet with PTEK to discuss PTEK's intentions. At the
present time, EasyLink is unable to evaluate the effect, if any, of the proposed
transaction on EasyLink, including its proposed debt restructuring.
Other - Legal Matters
As previously announced, in connection with the termination of an agreement to
sell the portal operations of the Company's discontinued India.com business, the
Company brought suit against a broker that it had engaged in connection with the
proposed sale of the portal operations alleging, among other things, breach of
contract and misrepresentation. The broker brought a counterclaim against the
Company for a brokerage fee that would have been payable on the closing of the
proposed sale. The court entered a judgment in the amount of $931,000 against
the Company. In response to the judgment, the Company filed a motion to alter
the judgment in which the Company, among other things, requested that the Court
vacate the judgment or reduce the amount of damages. On February 20, 2003, the
Court vacated the original judgment and entered a declaratory judgment in
EasyLink's favor that EasyLink does not owe the broker any fee or other
compensation arising from the failed sale of the portal operations.
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: March 3, 2003
EASYLINK SERVICES CORPORATION
By /s/ Thomas Murawski
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Thomas Murawski, Chief Executive Officer
and President