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)
February 23, 2001
Mail.com, Inc.
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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.)
11 Broadway, 6th Floor
New York, NY 10004
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(Address of principal executive offices)
Registrant's telephone number, including area code (212) 425-4200
N/A
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Former Name or Former Address, if Changed Since Last Report
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 23, 2001, Mail.com, Inc. ("Mail.com") completed its
acquisition of Swift Telecommunications, Inc. ("STI") pursuant to an Agreement
and Plan of Merger dated as of January 31, 2001 (the "Merger Agreement") by and
among Mail.com, ML Acquisition Corp., a newly formed subsidiary of Mail.com
("Merger Sub"), STI and the sole shareholder of STI. Pursuant to the Merger
Agreement, STI merged with and into Merger Sub, with Merger Sub continuing as
the surviving corporation and as a wholly-owned subsidiary of Mail.com (the
"Merger"). Upon the Merger, Merger Sub changed its name to Swift
Telecommunications, Inc. On January 31, 2001 and concurrent with the execution
and delivery of the Merger Agreement, STI acquired from AT&T Corp. its EasyLink
Services business ("EasyLink Services").
Upon the merger, Mail.com paid $835,294 in cash, issued 18,766,176
shares of Class A common stock and issued a promissory note in the original
principal amount of $9,188,235 to George Abi Zeid in payment of the Merger
consideration. Upon the Merger, Mail.com also reimbursed Mr. Abi Zeid $1.5
million for payments made by Mr. Abi Zeid upon the closing of STI's acquisition
of the EasyLink Services business. The cash portion of the Merger consideration
and the reimbursement of payments made by Mr. Abi Zeid were funded out
Mail.com's available cash generated from operations and from the proceeds
received by Mail.com on January 8, 2001 from the issuance of its 10% Senior
Convertible Notes due January 8, 2006. Mail.com also assumed upon the Merger a
promissory note issued by STI and payable to AT&T Corp. in the original
principal amount of $35 million.
Upon the merger, George Abi Zeid became a director of Mail.com and also
entered into an employment agreement with Mail.com.
STI together with its newly acquired EasyLink Services business is a
global provider of messaging services such as telex, fax, electronic data
interchange and e-mail.
A copy of the Asset Purchase dated December 14, 2000 between AT&T Corp.
and STI; the form of Transition Services Agreement between AT&T Corp. and STI;
the form of Master Carrier Agreement between AT&T Corp. and STI pursuant to
which AT&T Corp. provides telecommunications services to STI; the Employment
Agreement dated February 23, 2001 between Mail.com and George Abi Zeid and the
final form of note issued by Mail.com to Mr. Abi Zeid in payment of a portion of
the merger consideration payable as a result of the Merger; and the principal
security documents securing the promissory note in the original principal amount
of $35 million issued to AT&T Corp. are filed herewith as Exhibits 2.1, 2.2,
2.3, 10.1, 99.1, 99.2, 99.3, 99.4 and 99.5 and are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The financial statements will be filed on or before the sixtieth day
following the date that this Current Report on Form 8-K was required to be
filed.
(b) Pro Forma Financial Information.
The pro forma financial information will be filed on or before the
sixtieth day following the date that this Current Report on Form 8-K was
required to be filed.
(c) Exhibits.
Exhibit 2.1 Asset Purchase dated December 14, 2000 between AT&T Corp. and
Swift Telecommunications, Inc.*
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Exhibit 2.2 Transition Services Agreement dated January 31, 2001 between
AT&T Corp. and Swift Telecommunications, Inc.**
Exhibit 2.3 Master Carrier Agreement dated January 31, 2001 between AT&T
Corp. and Swift Telecommunications, Inc.**
Exhibit 10.1 Employment Agreement dated February 23, 2001 between
Mail.com and George Abi Zeid.
Exhibit 99.1 Promissory Note in the original principal amount of
$9,188,235 in favor of George Abi Zeid.
Exhibit 99.2 Pledge Agreement between Mail.com, Inc. and AT&T Corp. dated
January 31, 2001 securing promissory note in original principal
amount of $35 million.
Exhibit 99.3 Pledge Agreement between Swift Telecommunications, Inc. and
AT&T Corp. dated January 31, 2001 securing promissory note in
original principal amount of $35 million.
Exhibit 99.4 Security Agreement between Swift Telecommunications, Inc.
and AT&T Corp. dated January 31, 2001 securing promissory note in
original principal amount of $35 million.
Exhibit 99.5 Security Agreement between Swift EasyLink Co., Inc. and AT&T
Corp. dated January 31, 2001 securing promissory note in original
principal amount of $35 million.
* Disclosure schedules and other attachments to the Asset Purchase
Agreement are omitted, but will be furnished supplementally to the
Commission upon request.
** Confidential treatment has been requested for portions of this exhibit.
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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: March 9, 2001
MAIL.COM, INC.
By: /s/ Thomas Murawski
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Thomas Murawski
Chief Executive Officer
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Exhibit Index
Exhibit 2.1 Asset Purchase dated December 14, 2000 between AT&T Corp. and
Swift Telecommunications, Inc.*
Exhibit 2.2 Transition Services Agreement dated January 31, 2001 between AT&T
Corp. and Swift Telecommunications, Inc.**
Exhibit 2.3 Master Carrier Agreement dated January 31, 2001 between AT&T
Corp. and Swift Telecommunications, Inc.**
Exhibit 10.1 Employment Agreement dated February 23, 2001 between Mail.com and
George Abi Zeid.
Exhibit 99.1 Promissory Note in the original principal amount of $9,188,235 in
favor of George Abi Zeid.
Exhibit 99.2 Pledge Agreement between Mail.com, Inc. and AT&T Corp. dated
January 31, 2001 securing promissory note in original principal
amount of $35 million.
Exhibit 99.3 Pledge Agreement between Swift Telecommunications, Inc. and AT&T
Corp. dated January 31, 2001 securing promissory note in original
principal amount of $35 million.
Exhibit 99.4 Security Agreement between Swift Telecommunications, Inc. and
AT&T Corp. dated January 31, 2001 securing promissory note in
original principal amount of $35 million.
Exhibit 99.5 Security Agreement between Swift EasyLink Co., Inc. and AT&T
Corp. dated January 31, 2001 securing promissory note in original
principal amount of $35 million.
* Disclosure schedules and other attachments to the Asset Purchase
Agreement are omitted, but will be furnished supplementally to the
Commission upon request.
** Confidential treatment has been requested for portions of this exhibit.