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)
October 12, 2004
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.)
33 Knightsbridge Road
Piscataway, NJ 08854
(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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02(b) (Notice of Departure of Director) and Item 3.01(b) (Notice of
Potential Non-Compliance with Nasdaq NMS Continued Listing Rule Due to Planned
Departure of Independent Director)
EasyLink Services Corporation today announced that Stephen Duff will resign from
EasyLink's Board of Directors effective November 12, 2004. Mr. Duff informed the
Company that current and anticipated time constraints relating to his other
investment duties require him to discontinue his service on the board. Mr. Duff,
who is a board designee of Federal Partners, L.P. and is Chief Investment
Officer of The Clark Estates, Inc., serves on the Compensation Committee of the
Company's board. Federal Partners, L.P. will retain its contractual right to
designate a member of EasyLink's board. A copy of the press release announcing
Mr. Duff's departure is attached hereto as Exhibit 99.1.
EasyLink notified Nasdaq on October 13, 2004 that, if EasyLink does not appoint
another independent director to its board on or before November 12, 2004,
EasyLink will no longer be in compliance with Nasdaq Marketplace Rule 4350(c),
which requires that a majority of the board of directors be comprised of
independent directors as defined in Nasdaq Marketplace Rule 4200. Three of
EasyLink's six other members of the board are independent under Nasdaq's rules.
EasyLink would be required under Nasdaq Marketplace Rule 4350(c) to regain
compliance with the majority independent director requirement by the earlier of
its 2005 annual shareholders meeting and one year after the November 12, 2004
effective date of Mr. Duff's resignation. In response to Mr. Duff's departure
and the resulting potential non-compliance with Nasdaq's majority independent
director requirement, EasyLink's independent directors have commenced a search
for independent director candidates with a view to filling the vacancy created
by Mr. Duff's resignation.
Item 9.01(c). Exhibits
99.1 Press release dated October 13, 2004 announcing Stephen Duff's planned
resignation from the Board of EasyLink.
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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: October 13, 2004
EASYLINK SERVICES CORPORATION
By: s/ Thomas Murawski
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Thomas Murawski, President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
99.1 Press release dated October 13, 2004 announcing
Stephen Duff's planned resignation from the Board of EasyLink.
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