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)
November 27, 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
Completion of Financing and Debt Restructuring
On November 27, 2001, EasyLink Services Corporation (the "Company" or
"EasyLink") completed its previously announced restructuring of approximately
$63 million of debt and lease obligations and a related financing in the amount
of approximately $10 million.
Under the terms of the debt restructuring, the Company exchanged an
aggregate of approximately $63 million of debt and equipment lease obligations
for an aggregate of approximately $20 million of restructure notes and
obligations due in installments commencing June 2003 through June 2006, 19.7
million shares of Class A Common Stock and warrants to purchase 18.0 million
shares of Class A Common Stock. In addition, the Company purchased certain
leased equipment for an aggregate purchase price of up to $3.5 million.
$5.875 million of the financing was represented by the investment of
cash in exchange for a number of shares of Class A common stock based on the
average of the closing prices of EasyLink's Class A common stock for the 10
consecutive trading days prior to the closing. If the average of the closing
prices of EasyLink's Class A common stock for the 10 consecutive trading days
prior to January 2, 2002 is less than $1.60 per share, then EasyLink will issue
additional shares to the purchasers such that the shares issued at the closing
plus the shares issued pursuant to any adjustment on January 2, 2001 is
14,687,500 shares of Class A common stock. Approximately $1.3 million of this
financing is represented by the investment of cash in exchange for senior
convertible notes that are convertible into approximately 5.2 million shares of
Class A common stock. Approximately $3.0 million of this financing is
represented by the exchange of $1.4 million of cash equipment purchase
obligations held by lessors and $1.6 million of other cash obligations held by
AT&T for an aggregate of 8.2 million shares of Class A common stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
None
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: November 30, 2001
EASYLINK SERVICES CORPORATION
By /s/ Thomas Murawski
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Thomas Murawski, Chief Executive Officer