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)
July 31, 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
(Address of principal executive offices)
Registrant's telephone number, including area code: (732) 652-3500
N/A
Former Name or Former Address, if Changed Since Last Report
ITEM 5. OTHER EVENTS
Nasdaq Panel Determines to Continue Listing of EasyLink Stock
EasyLink Services Corporation ("EasyLink" or the "Company") announced
that a Nasdaq Listing Qualifications Panel has determined to continue the
listing of EasyLink's common stock on the Nasdaq National Market. The Company
had attended an oral hearing on July 31, 2003 to request continued listing on
the Nasdaq National Market. The hearing was originally scheduled because the
Company had failed to regain compliance with the $1 minimum bid price
requirement contained in Marketplace Rule 4450(a)(5) by June 23, 2003. The Panel
determined after the hearing, however, that the Company had demonstrated a
closing bid price of at least $1 per share for the 15 consecutive business days
ended August 1, 2003 and was otherwise in compliance with Nasdaq's requirements
for continued listing. Accordingly, the Company is now in compliance with all of
Nasdaq's continued listing requirements.
Legal Proceedings
On July 31, 2003, the Company filed a complaint in a new action against
AT&T Corp., PTEK Holdings, Inc. and PTEK's subsidiary Xpedite Systems, Inc. in
the Superior Court of New Jersey - Law Division, Middlesex County (the "New
Action"), and filed a notice of appeal with the Superior Court of New Jersey -
Appellate Division relating to the decision of the Chancery Court to dismiss
EasyLink's original action against AT&T and PTEK (the "Appeal"). The New Action,
among other relief, seeks a declaratory judgment that the agreement between AT&T
and PTEK violates contractual agreements between the Company and AT&T and that
their agreement is void and seeks damages for breach of contract, breach of
fiduciary duty, unfair competition, breach of confidentiality obligations and
tortious interference.
This matter arises out of the February 27, 2003 announcement by PTEK
Holdings, Inc. ("PTEK"), one of the Company's principal competitors, 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 and related actions of AT&T, PTEK and Xpedite.
In response to PTEK's announcement, the Company commenced on March 17, 2003 an
action against AT&T, PTEK and Xpedite (the "Original Action"). The Original
Action 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 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 in the Original Action or,
alternatively, to transfer the action to the Law Division. On June 26, 2003, the
Court dismissed the claims made in EasyLink's Original Action, but indicated
that EasyLink may file a new complaint as part of a new action. Accordingly, the
Company has filed the New Action and the Appeal in order to pursue its rights
and remedies.
No assurance can be given as to the outcome of this matter.
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: August 5, 2003
EASYLINK SERVICES CORPORATION
By: /s/Thomas Murawski
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Thomas Murawski, Chief Executive
Officer and President