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)
June 26, 2003
EasyLink Services Corporation
(Exact name of registrant as specified in its charter)
Delaware 000-26371 13-3787073
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
33 Knightsbridge Road
Piscataway, NJ 08854
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(Address of principal executive offices)
Registrant's telephone number, including area code: (732) 652-3500
N/A
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Former Name or Former Address, if Changed Since Last Report
ITEM 5. OTHER EVENTS
NASDAQ Hearing
EasyLink Services Corporation ("EasyLink" or the "Company") today
announced that the Nasdaq Listing Qualifications Panel has rescheduled an oral
hearing for July 31, 2003 to consider EasyLink's request for continued listing
on the Nasdaq National Market. The Company received notification from Nasdaq
that it has failed to regain compliance with the $1 minimum bid price
requirement contained in Marketplace Rule 4450(a)(5). The Company had until June
23, 2003 to regain compliance with the minimum bid price requirement.
At the hearing, the Company intends to submit a plan that it believes
will demonstrate its ability to regain compliance with the Nasdaq requirements.
There can be no assurance the Panel will grant the Company's request for
continued listing. A decision by the Panel is typically provided within four
weeks of the hearing. EasyLink stock will continue to be listed on the Nasdaq
National Market pending the final decision of the Qualifications Panel.
Legal Proceedings
On February 27, 2003, PTEK Holdings, Inc., ("PTEK") one of the
Company's principal competitors, announced that it had entered into an agreement
with AT&T to purchase 1,423,980 shares of outstanding Class A common stock of
the Company held by AT&T and a $10 million promissory note of the Company held
by AT&T. In response to PTEK's announcement, the Company commenced on March 17,
2003 an action against AT&T, PTEK, and PTEK's subsidiary, Xpedite Systems, Inc.
The suit sought, among other things, to enjoin AT&T from selling the promissory
note held by AT&T to PTEK, to compel AT&T to participate in the Company's
current debt restructuring and to enjoin PTEK and Xpedite Systems, Inc. from
contacting the Company's creditors and making false statements to the Company's
customers and creditors regarding the Company and its financial position. AT&T
Corp. and PTEK filed a motion to dismiss EasyLink's complaint or, alternatively,
to transfer the action to the Law Division. On June 26, 2003, the Court
dismissed the claims made in EasyLink's complaint, but indicated that EasyLink
may file a new complaint as part of a new action. EasyLink intends to pursue its
legal rights and remedies in connection with this matter. No assurance can be
given as to the outcome of this matter.
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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: June 26, 2003
EASYLINK SERVICES CORPORATION
By: /s/ Gerald Gorman
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Gerald Gorman, Chairman