SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
September 25, 2001
EasyLink Services Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-26371 13-3787073
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
399 Thornall Street, 6th Floor
Edison, NJ 08837
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(Address of principal executive offices)
Registrant's telephone number, including area code (732) 906-2000
N/A
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Former Name or Former Address, if Changed Since Last Report
ITEM 5. OTHER EVENTS
Nasdaq Clarifies Effect of Minimum Bid Price Moratorium on Hearing Panel
Decision
Nasdaq has notified EasyLink Services Corporation ("EasyLink" or the
"Company") that EasyLink now complies with all requirements for continued
listing on The Nasdaq National Market due to the Nasdaq moratorium on the
minimum bid price requirement. Under the moratorium, the minimum bid price
requirement will be suspended until January 2, 2002, at which time the 30- and
90-day periods provided by Nasdaq marketplace Rule 4310(c)(8)(B) will start
anew. Specifically, an issuer will be considered non-compliant with the minimum
bid price requirement only if it fails to satisfy the applicable requirement for
30 consecutive trading days following January 1, 2002. It would then be afforded
a 90 calendar day grace period in which to regain compliance.
The Company had previously announced that, following a hearing on
September 7, 2001, a Nasdaq listing qualifications panel had granted EasyLink an
extension of time to November 15, 2001 to regain compliance with the minimum bid
price requirement for continued listing. As an additional condition to the grant
of the extension, the Company was required to file with its Form 10-Q for the
quarter ended September 30, 2001 pro forma financial information reflecting
shareholders' equity of at least $80 million. In view of the moratorium, Nasdaq
has confirmed to EasyLink that the extension and the additional minimum
shareholders' equity condition imposed by the panel are no longer applicable.
Accordingly, the panel determined to continue the listing of the Company's
securities on The Nasdaq National Market and the hearing file has been closed.
Debt Restructuring Agreements
EasyLink Services Corporation (the "Company" or "EasyLink") announced
on September 25, 2001 that it had entered into agreements with AT&T Corp.,
George Abi Zeid (the former sole shareholder of Swift Telecommunications, Inc.)
and equipment lessors to restructure an aggregate of $63.3 million of debt. The
Company announced that, under the terms of the restructuring, the Company will
exchange an aggregate of approximately $63.3 million of debt and equipment lease
obligations for an aggregate of $19.1 million of restructure notes due in 2006,
shares of its Class A common stock, and warrants to purchase shares of its Class
A common stock and other consideration.
The Company also stated that $6.4 million in principal amount of the
$19.1 million aggregate principal amount of restructure notes are convertible,
at the option of the holder, into shares of Class A Common Stock of the Company
at a conversion price of $1.00 per share. Under the agreements in effect as of
the date hereof, the principal amount of the $19.1 million principal amount of
restructure notes that are so convertible is $9.1 million rather than $6.4
million.
This Form 8-K may contain statements of a forward-looking nature
relating to the future events or the future financial results of EasyLink
Services Corporation. Investors are cautioned that such statements are only
predictions and that actual events or results may differ materially. In
evaluating such statements, investors should specifically consider the various
factors that could cause actual events or results to differ materially from
those indicated from such forward-looking statements. These include: historic
and continuing losses; the need to raise additional capital; significant
leverage; the risk that we will be unable to complete the proposed restructuring
of our outstanding debt and other obligations on favorable terms and conditions
or at all; potential obstacles in the development of the market for Internet
messaging and collaboration services outsourcing, such as concerns about
security and reliability, the ability to attract additional customers or to
expand services sold to existing customers; significant competition; computer
system failure and interruption of service; the risks of international
operations, including regulatory uncertainties; the risks inherent in an
acquisition strategy; the ability to sell India.com or any of EasyLink's domain
names upon favorable terms or at all; the risks inherent in integrating the STI
and EasyLink businesses; the risks of retaining the customers of the STI and
EasyLink businesses and selling additional services to such customers; and the
risk of being delisted from Nasdaq. These and other risks
and uncertainties are described in more detail in the Company's most recent
prospectus filed with the Securities and Exchange Commission and in subsequent
filings with the Securities and Exchange Commission
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Not Applicable
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: October 2, 2001
EASYLINK SERVICES CORPORATION
By /s/ Thomas Murawski
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Thomas Murawski, Chief Executive Officer