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)
January 22, 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
EasyLink Services Corporation ("EasyLink" or the "Company") has
announced that it will effect a one-for-ten reverse stock split of the Company's
Class A and Class B common stock, par value $.01 per share. The split will
become effective at 9:30 a.m. United States Eastern time on January 23, 2002.
EasyLink's shareholders had previously authorized the Company's Board of
Directors to complete a reverse stock split at the August 29, 2001 special
meeting of shareholders. As a result of the reverse stock split, each ten shares
of previously outstanding Class A common stock, par value $.01 per share, will
become one post-split share of Class A common stock, par value $.01 per share,
and each ten shares of previously outstanding Class B common stock, par value
$.01 per share, will become one post-split share of Class B common stock, par
value $.01 per share. All fractional shares will be rounded up to the nearest
whole share. As a result of the split, the aggregate number of issued and
outstanding shares of EasyLink Class A and Class B common stock will be reduced
from approximately 158,500,000 to approximately 15,850,000.
The Company's Class A common stock symbol will begin trading on a
reverse split basis under the temporary trading symbol "EASYD" for a period of
20 trading days. On February 21, 2002 the ticker symbol will revert back to
"EASY." The new cusip number for the Class A common stock will change to 27784T
20 0 from 27784T 10 1.
The form of the Certificate of Amendment of Amended and Restated
Certificate of Incorporation of the Company that effects the reverse stock split
is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 4.1 Certificate of Amendment of Amended and Restated Certificate
of Incorporation.
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: January 22, 2002
EASYLINK SERVICES CORPORATION
By: /s/ Thomas Murawski
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Thomas Murawski
Chief Executive Officer
Exhibit Index
Exhibit 4.1 Certificate of Amendment of Amended and Restated Certificate
of Incorporation.