UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): August 23, 2006
EASYLINK SERVICES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 000-26371 13-3787073
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
33 Knightsbridge Road, Piscataway, New Jersey 08854
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 732-652-3500
Not applicable
(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 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
EasyLink Services Corporation ("EasyLink") received notice from The Nasdaq Stock
Market, Inc. on August 23, 2006 that Nasdaq Staff have determined that EasyLink
has failed to satisfy the minimum $1.00 bid price per share requirement for
continued listing set forth in Nasdaq Marketplace Rule 4310(c)(4) and that
EasyLink's common stock is, therefore, subject to delisting from The Nasdaq
Capital Market. EasyLink has requested a hearing before a Nasdaq Listing
Qualifications Panel to review this determination. There can be no assurance
that this panel will grant EasyLink's request for continued listing. In response
to this determination, EasyLink is effecting a reverse stock split as described
below.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
EasyLink has filed a Certificate of Amendment to its Amended and Restated
Certificate of Incorporation, as amended, to effect a one-for-five reverse stock
split of EasyLink's Class A Common Stock, par value $0.01 per share. The reverse
stock split will become effective at 9:30 a.m. Eastern time on August 28, 2006.
EasyLink's stockholders had previously authorized EasyLink's Board of Directors
to complete a reverse stock split at a special meeting of stockholders held on
August 24, 2006. As a result of the reverse stock split, each five shares of
previously outstanding Class A Common Stock, par value $0.01 per share, will
become one post-split share of Class A Common Stock, par value $0.01 per share.
No fractional shares of Class A Common Stock will be issued to the holders of
record of Class A Common Stock as a result of the reverse stock split. In lieu
thereof, EasyLink will pay in cash upon the surrender of the stock certificates
of the relevant holder of record the fair value of such fractional interest
determined by reference to the average closing bid prices of the Class A Common
Stock on The Nasdaq Capital Market for a period of ten trading days immediately
preceding the effective date of the reverse stock split (after giving effect to
the relevant reverse stock split ratio). As a result of the reverse stock split,
the aggregate number of issued and outstanding shares of EasyLink's Class A
Common Stock will be reduced from approximately 54,455,815 shares to
approximately 10,891,163 shares.
EasyLink's Class A Common Stock symbol will begin trading on a reverse stock
split basis under the temporary trading symbol "EASYD" for a period of 20
trading days. On September 26, 2006, the ticker symbol will revert back to
"EASY". The CUSIP number for the Class A Common Stock will change from 27784T200
to 27784T309.
A copy of the Certificate of Amendment to the Amended and Restated Certificate
of Incorporation, as amended, of EasyLink that effects the reverse stock split
is included herein as Exhibit 3.1 and is incorporated herein by reference, and a
copy of EasyLink's press release dated August 25, 2006 announcing the reverse
stock split is included herein as Exhibit 99.1 and is incorporated herein by
reference. The foregoing description of the Certificate of Amendment is
qualified in its entirety by reference to the full text of the Certificate of
Amendment.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation, as amended, of EasyLink Services Corporation filed August 25,
2006 and effective August 28, 2006.
99.1 Press Release of EasyLink Services Corporation dated August 25, 2006.
SIGNATURES
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.
EASYLINK SERVICES CORPORATION
(Registrant)
Date: August 25, 2006 By: /s/ Thomas F. Murawski
________________________________________
Name: Thomas F. Murawski
Title: Chairman, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
3.1 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation, as amended, of EasyLink Services
Corporation filed August 25, 2006 and effective August 28,
2006.
99.1 Press Release of EasyLink Services Corporation dated
August 25, 2006.