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): February 8, 2007
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
SETTLEMENT AGREEMENT
On February 16, 2007, EasyLink Services Corporation ("EasyLink" or the
"Company") issued a press release announcing that the litigation entitled
Dynamic Depth Inc. v. Easylink Services Corporation claiming infringement of
United States Patent No. 5,461,488 was settled on February 8, 2007 on a mutually
acceptable basis. The terms of the Settlement Agreement are confidential. The
Company has determined that the terms of the settlement will have not a material
or significant effect upon the Company or its business.
A copy of the February 16 press release is attached hereto as exhibit 99.1 and
is incorporated herein by this reference.
ITEM 5.02 (e) COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On February 13, 2007, the Compensation Committee of the Company's Board of
Directors unanimously approved the amendment of the Employment Agreement of
Thomas F. Murawski, Chairman, President and CEO of Easylink, to add a change in
control provision that provides for the vesting of stock options and other
equity based awards in the same manner as the Company's uniform Severance and
Change in Control Agreement. The uniform Severance and Change in Control
Agreement was approved by the Company's Compensation Committee in June 20, 2006
as a form of severance agreement available to be entered into with the Company's
executive officers and is filed as Exhibit 10.3 to the Company's Form 8-K dated
June 20, 2006.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Amendment No. 2 dated February 16, 2007 to Employment Agreement between
Thomas Murawski and the Company.
99.1 Press Release, dated February 16, 2007.
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: February 16, 2006 By: /s/ Thomas F. Murawski
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Name: Thomas F. Murawski
Title: Chairman, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
10.1 Amendment No. 2 dated February 16, 2007 to Employment Agreement
of Thomas Murawski dated February 1, 2002.
99.1 Press Release, dated February 16, 2007.