UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MAIL.COM, INC.
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(Name of Issuer)
Class A Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
560311 10 2
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(CUSIP Number)
David W. Ambrosia, Esq.
Mail.com, Inc.
11 Broadway, 6th Floor
New York, NY 10004
Tel. No.: (212) 425-4200
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 23, 2000
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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 that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box:
CUSIP NO. 560311 10 2 SCHEDULE 13D Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
George Abi Zeid
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
18,776,176
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 18,776,176
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,776,176
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES** |X**|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Excludes up to 1,735,882 shares of Issuer Common Stock (as hereinafter
defined) potentially issuable upon consummation of the acquisition
described in Item 5(a) below.
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CUSIP NO. 560311 10 2 SCHEDULE 13D Page 3 of 8 Pages
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Class A Common Stock, par
value $0.01 per share (the "Issuer Common Stock"), of Mail.com, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 11 Broadway, 6th Floor, New York, NY 10004.
Item 2. Identity and Background.
(a) Name of filing person:
George Abi Zeid (the "Reporting Person")
(b) Business Address:
Swift Telecommunications, Inc.
262 Glen Head Road
Glen Head, NY 11545
(c) Principal occupation:
President - International Operations
Swift Telecommunications, Inc., a Delaware corporation
("STI-DE")
262 Glen Head Road
Glen Head, NY 11545
Director
Mail.com, Inc.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a final judgment, final 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) Citizenship:
United States of America
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement and Plan of Merger dated as of January 31, 2001
(the "Merger Agreement") by and among the Issuer, ML Acquisition Corp., a newly
formed Delaware subsidiary of the Issuer ("Merger Sub"), Swift
Telecommunications, Inc., a New York corporation ("STI-NY") and the
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CUSIP NO. 560311 10 2 SCHEDULE 13D Page 4 of 8 Pages
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Reporting Person as the sole shareholder of STI-NY, STI-NY merged with and into
Merger Sub, with Merger Sub continuing as the surviving corporation and as a
wholly-owned subsidiary of the Issuer (the "Merger"). Upon the Merger, Merger
Sub changed its name to Swift Telecommunications, Inc. The Reporting Person was
the sole shareholder of STI-NY immediately before the Merger. Upon the
consummation of the Merger, the Issuer issued 18,776,176 shares of Issuer Common
Stock to the Reporting Person in payment of a portion of the merger
consideration payable in exchange for the Reporting Person's shares of stock of
STI-NY.
Item 4. Purpose of Transaction.
The shares of Issuer Common Stock were issued to the Reporting Person in
payment of a portion of the consideration payable pursuant to the Merger. Upon
the Merger, the Issuer paid to the Reporting Person, as the sole shareholder of
STI-NY, $835,294 in cash and issued an unsecured note for approximately $9.2
million and 18,776,176 shares of Issuer Common Stock as the purchase price for
the acquisition of STI-NY. The Issuer also reimbursed the Reporting Person, as
the sole shareholder of STI-NY, for a $1.5 million advance made to STI-NY, the
proceeds of which were used to fund the balance of the cash portion of the
purchase price for STI-NY's acquisition of EasyLink Services and certain other
obligations to AT&T. Pursuant to the Merger Agreement, the Issuer will also pay
additional consideration to the Reporting Person, as the sole shareholder of
STI-NY, equal to the amount of the net proceeds, after satisfaction of certain
liabilities of STI-NY and its subsidiaries, from the sale or liquidation of the
assets of one of STI-NY's subsidiaries. The $9.2 million note issued as part of
the Merger consideration will be payable in four equal semi-annual installments
over two years and may be prepaid in whole or in part at any time and from time
to time without payment of premium or penalty. The note will be non-interest
bearing unless the Issuer fails to make a required payment within 30 days after
the due date therefore. Thereafter, the note will bear interest at the rate of
10% per annum. The note also contains certain customary events of default.
On January 31, 2001, STI-NY acquired the EasyLink Services business from
AT&T Corp. Upon the closing of the acquisition by STI-NY of the EasyLink
Services business, the Issuer advanced $14 million to STI-NY in the form of a
loan, the proceeds of which were used to fund part of the cash portion of the
purchase price to AT&T. Upon the closing of its acquisition of STI-NY on
February 23, 2001, the Issuer assumed a $35 million note issued by STI-NY to
AT&T. The $35 million note is secured by the assets of STI-NY, including the
EasyLink Services business, and by the 18,776,176 shares of Issuer Common Stock
held by the Reporting Person.
As part of the transaction with STI-NY, the Issuer has also agreed to
acquire Telecom International, Inc. (which is an affiliate of STI-NY and
conducts business under the name "AlphaTel"). Upon consummation of the
acquisition of Alpha-Tel, the Reporting Person will be entitled to receive up to
approximately $76,500 in cash, a promissory note in the aggregate principal
amount of up to approximately $841,000 and up to approximately 1.74 million
shares of Issuer Common Stock as part of the consideration payable to the
shareholders of Alpha-Tel. The acquisition of Alpha-Tel is subject to execution
of definitive documentation, receipt of regulatory approvals and other customary
conditions.
Additionally, upon the closing of the STI-NY acquisition, the Reporting
Person became a director of the Issuer, received the right to designate an
observer to the Board of Directors of the Issuer and also entered into an
employment agreement with the Issuer.
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CUSIP NO. 560311 10 2 SCHEDULE 13D Page 5 of 8 Pages
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Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 18,776,176 shares of
Issuer Common Stock constituting approximately 23.3% of the outstanding
Issuer Common Stock. The 18,776,176 shares excludes 1,735,882 shares of
Issuer Common Stock potentially issuable upon consummation of the
acquisition of AlphaTel by the Issuer. See Item 4 above. This additional
transaction is subject to execution of definitive documentation, receipt
of regulatory approvals and other customary conditions.
(b) The Reporting Person has the sole power to vote or to direct the
vote and the sole power to dispose or to direct the disposition of
18,776,176 shares of Issuer Common Stock.
(c) See Items 3, 4 and 5(a).
(d) The Reporting Person has pledged the 18,776,176 shares of Issuer
Common Stock to AT&T Corp. to secure a promissory note in the original
principal amount of $35 million issued by the Issuer in favor of AT&T. See
Item 4 above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except for (i) the Merger Agreement, (ii) the Pledge Agreement dated
January 31, 2001 between the Reporting Person and AT&T (the "Pledge Agreement"),
(iii) the Letter Agreement dated January 31, 2001 between the Issuer and the
Reporting Person relating to Telecom International, Inc. (the "Alpha-Tel
Agreement") or (iv) the Amended and Restated Promissory Note dated January 31,
2001 in the original principal amount of $35 million issued by the Issuer and
accepted by AT&T (collectively, the "Transaction Agreements"), the Reporting
Person is not a party to any contracts, arrangements, understandings or
relationships (legal or otherwise) with any persons with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
The Issuer acquired STI-NY, and the Reporting Person acquired his interest
in the Issuer, pursuant to the Merger Agreement. Pursuant to the Merger
Agreement, the Reporting Person is entitled to resale registration rights with
respect to the shares of Issuer Common Stock issued to him in the Merger pari
passu with other senior executives of the Issuer and on the same terms and
conditions granted to such executives.
Under the Pledge Agreement, the Reporting Person pledged all of his shares
of Issuer Common Stock received pursuant to the Merger to AT&T Corp. to secure
the promissory note in the original principal amount of $35 million.
Upon consummation of the acquisition of Alpha-Tel by the Issuer pursuant
to the Alpha-Tel Agreement, the Reporting Person would be entitled to receive up
to approximately 1.74 million shares of additional Issuer Common Stock.
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CUSIP NO. 560311 10 2 SCHEDULE 13D Page 2 of 8 Pages
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Item 7. Material to Be Filed as Exhibits.
The following documents are filed as exhibits:
1. Power of Attorney dated March 1, 2001.
2. Pledge Agreement dated January 31, 2001 between George Abi Zeid and
AT&T Corp.
3. Agreement and Plan of Merger by and among Mail.com, Inc., ML
Acquisition Corp., Swift Telecommunications, Inc., a New York
corporation ("STI-NY"),and George Abi Zeid, as sole shareholder of
STI-NY dated as of January 31, 2001 (incorporated by reference to
Exhibit 2.1 to Form 8K of Mail.com, Inc. filed on February 8, 2001).*
4. Letter Agreement dated January 31, 2001 between Mail.com, Inc. and
George Abi Zeid relating to Telecom International, Inc.
(incorporated by reference to Exhibit 2.2 to Form 8K of Mail.com,
Inc. filed on February 8, 2001)
5. Amended and Restated Promissory Note dated January 31, 2001 in the
original principal amount of $35 million issued by Mail.com, Inc.
and accepted by AT&T Corp. (incorporated by reference to Exhibit
99.1 to Form 8K of Mail.com, Inc. filed on February 8, 2001).*
* Disclosure schedules and other attachments to the Merger Agreement and
the $35 million note are omitted, but will be furnished supplementally to the
Commission upon request.
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CUSIP NO. 560311 10 2 SCHEDULE 13D Page 7 of 8 Pages
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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.
Dated: March 5, 2001
*
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George Abi Zeid
* By /s/ David Ambrosia
-------------------------------
David W. Ambrosia, Attorney-In-Fact
For George Abi Zeid
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CUSIP NO. 560311 10 2 SCHEDULE 13D Page 8 of 8 Pages
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Exhibit Index
1. Power of Attorney dated March 1, 2001.
2. Pledge Agreement dated January 31, 2001 between George Abi Zeid and
AT&T Corp.
3. Agreement and Plan of Merger by and among Mail.com, Inc., ML
Acquisition Corp., Swift Telecommunications, Inc., a New York
corporation ("STI-NY"), and George Abi Zeid, as sole shareholder of
STI-NY dated as of January 31, 2001 (incorporated by reference to
Exhibit 2.1 to Form 8K of Mail.com, Inc. filed on February 8, 2001).*
4. Letter Agreement dated January 31, 2001 between Mail.com, Inc. and
George Abi Zeid relating to Telecom International, Inc.
(incorporated by reference to Exhibit 2.2 to Form 8K of Mail.com,
Inc. filed on February 8, 2001)
5. Amended and Restated Promissory Note dated January 31, 2001 in the
original principal amount of $35 million issued by Mail.com, Inc.
and accepted by AT&T Corp. (incorporated by reference to Exhibit
99.1 to Form 8K of Mail.com, Inc. filed on February 8, 2001).*
* Disclosure schedules and other attachments to the Merger Agreement and
the $35 million note are omitted, but will be furnished supplementally to the
Commission upon request.