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)
January 14, 2005
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.)
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 1.01 (Entry into a Material Definitive Agreement), 5.02(d) (Election of new
director)
EasyLink Services Corporation today announced that the board of directors of
EasyLink Services Corporation (the "Company") has elected John Petrillo as a
member of its board of directors. The board of directors of the Company has
determined that Mr. Petrillo is an independent director as defined in Rule
4200(a)(15) under the rules of the Nasdaq.
There is no arrangement or understanding between Mr. Petrillo and any other
persons pursuant to which Mr. Petrillo was selected as a director.
At the time of this disclosure, the board of directors has made no determination
as to whether Mr. Petrillo will be named to a committee of the board of
directors.
There is no transaction, or series of similar transactions, since the beginning
of the Company's last fiscal year, or any currently proposed transaction, or
series of similar transactions, to which the Company or any of its subsidiaries
was or is to be a party, in which the amount involved exceeds $60,000 and in
which Mr. Petrillo had, or will have, a direct or indirect material interest.
In connection with Mr. Petrillo's appointment as a director, on January 14, 2005
the Board of Directors granted Mr. Petrillo options to purchase 20,000 shares of
the Company's Class A common stock, par value $0.01 per share. The exercise
price of the options is $1.33 per share, the closing price of the Company's
Class A common stock on the Nasdaq stock market on the date of grant. The
options vest 25% on the first anniversary of the date of grant and then 1/12th
(8.33%) quarterly thereafter. If a change of control occurs and Mr. Petrillo
does not continue to serve as a director of the surviving corporation or its
parent entity, then the portion of the options that would have vested in that
vesting year (25%) will vest immediately upon the change of control.
As a director of the Company, Mr. Petrillo has also received an annual retainer
fee in the amount of $10,000 and is entitled to receive $1,000 for each board
meeting that he attends, $750 for each committee meeting that he attends and
$500 for each telephonic board or committee meeting in which he participates. If
Mr. Petrillo serves as the Chair of a committee, he will also be entitled to
receive a $3,000 annual fee. He will also be entitled to an annual grant of
options to purchase 5,000 shares of the Company's Class A common stock awarded
pursuant to the terms of the Company's stock option plans.
On January 19, 2005, Mr. Petrillo and the Company also entered into the
Company's standard form of indemnification agreement for directors and officers.
Under this agreement, the Company has agreed to indemnify Mr. Petrillo for
expenses, judgments, fines and amounts paid in settlement in connection with
third party proceedings and proceedings by or in the right of the Company.
The form of letter delivered to Mr. Petrillo regarding his appointment and
compensation as a director, the Company's form of option agreement governing Mr.
Petrillo's options and the Company's form of indemnification agreement for
directors and officers entered into with Mr. Petrillo are attached hereto or
incorporated by reference as an exhibit herein as Exhibits 99.1, 99.2 and 99.3,
respectively, and these exhibits are incorporated herein by reference. The
foregoing summary of the terms of the options granted to, and the
indemnification agreement entered into with, Mr. Petrillo is not complete and is
qualified in its entirety by reference to the applicable stock option agreement
or indemnification agreement attached hereto or incorporated herein by reference
as an exhibit.
Item 9.01(c). Exhibits
99.1 Letter dated January 17, 2005 from EasyLink Services Corporation to
John Petrillo.
99.2 Form of Stock Option Agreement applicable to the options granted to
John Petrillo on January 14, 2005.
99.3 Form of Indemnification Agreement for directors and officers entered
into with John Petrillo.
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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: January 20, 2005
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 Letter dated January 17, 2005 from EasyLink Services
Corporation to John Petrillo.
99.2 Form of Stock Option Agreement applicable to the options
granted to John Petrillo on January 14, 2005.
99.3 Form of Indemnification Agreement for directors and
officers entered into with John Petrillo (Incorporated
by reference to Exhibit 10.1 of the Company's Quarterly
Report on Form 10-Q filed May 15, 2003)
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