UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
EasyLink Services Corporation
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(Name of Issuer)
Class A Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
27784T200
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(CUSIP Number)
Lawrence E. Auriana Brian M. Hand, Esq.
145 East 45th Street Nordlicht & Hand
New York, New York 10012 645 Fifth Avenue
(212) 922-2999 New York, NY 10022
(212) 421-6500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 17, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 27784T200
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1 Name of Reporting Person.
Lawrence E. Auriana
I.R.S. Identification Nos. of Above Person (entities only).
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a).....................................................................[ ]
(b).....................................................................[X]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
PF
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially 7 Sole Voting Power..................... 5,120,000
Owned by 8 Shared Voting Power....................0
Each 9 Sole Dispositive Power.................0
Reporting 10 Shared Dispositive Power...............0
Person
With
11 Aggregate Amount Beneficially Owned by Reporting Person..........5,120,000*
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11)
9.43%
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14 Type of Reporting Person (See Instructions)
IN
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*Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by Lawrence E. Auriana that he is the beneficial
owner of any of the Class A Common Stock of EasyLink Services Corporation
referred to herein for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Class A Common Stock, par
value $.01 per share, of EasyLink Services Corporation, a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at 33
Knightsbridge Road, Piscataway, New Jersey 08854.
Item 2. Identity and Background.
(a) The name of the person filing this statement is Lawrence E. Auriana
("Reporting Person").
(b) The Reporting Person's principal office address is 145 East 45th
Street, New York, New York 10012.
(c) The Reporting Person's principal occupation is a private investor.
(d) During the past five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the past five years, the Reporting Person was not a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or mandating
activities subject to Federal or State securities laws or finding any violation
with respect to such laws.
(f) United States
Item 3. Source and Amount of Funds or Other Consideration.
In October and November 2005 the Reporting Person purchased an aggregate of
2,620,000 shares of Class A Common Stock that are the subject of this filing,
paid for in personal funds in the amount of $4,022,230.40. In April 2006, the
Reporting Person purchased an additional 2,500,000 shares of Class A Common
Stock that are the subject of this filing, paid for in personal funds in the
amount of $1,500,000.
Item 4. Purpose of Transaction.
The acquisition of the securities by the Reporting Person has been for
general investment purposes, with no intent to alter the management of the
Issuer.
(a-j) Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 5,120,000 shares of Class A
Common Stock of the Issuer equivalent to approximately 9.43% of such class.
(b) The Reporting Person has sole voting power over 5,120,000 shares of
Class A Common Stock of the Issuer. Pursuant to a Discretionary Account at
Sandgrain Securities Inc., the Reporting Person has no investment power,
including the power to dispose, or direct the disposition of, any shares of
Class A Common Stock. See Item 6.
(c) The transactions in the Issuer Common Stock that were effected by the
Reporting Person during the past 60 days are as follows: Purchase of 2,500,000
shares at $0.60 per share in a private placement on April 18, 2006.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Person has sole voting power over 5,120,000 shares of Class A
Common Stock of the Issuer. Pursuant to a Discretionary Account at Sandgrain
Securities Inc., the Reporting Person has no investment power, including the
power to dispose, or direct the disposition of, such shares of stock. Sandgrain
Securities Inc. has investment power, including the power to dispose, or direct
the disposition of, the 5,120,000 shares of Class A Common Stock.
Item 7. Materials to be Filed as Exhibits.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 20, 2006
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Signature: /s/ Lawrence E. Auriana
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Lawrence E. Auriana