UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
EASYLINK SERVICES CORPORATION
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(Name of Issuer)
Class A Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
27784T 200
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(CUSIP Number)
David W. Ambrosia, Esq.
EasyLink Services Corporation
33 Knightsbridge Road
Piscataway, NJ 08854
Tel. No.: (732) 652-3500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 1, 2003
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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: [ ]
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7. SOLE VOTING POWER
SHARES 4,123,276
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
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EACH PERSON 9. SOLE DISPOSITIVE POWER
WITH 4,123,276
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,276
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.59%
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14. TYPE OF REPORTING PERSON
IN
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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 EasyLink Services
Corporation., a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located 33 Knightsbridge Road, Piscataway, NJ 08854.
Item 2. Identity and Background.
(a) Name of filing person:
George Abi Zeid (the "Reporting Person")
(b) Business Address:
EasyLink Services Corporation
c/o EasyLink Services International, Inc.
262 Glen Head Road
Glen Head, NY 11545
(c) Principal occupation:
President - International Operations
EasyLink Services Corporation
c/o EasyLink Services International, Inc.
262 Glen Head Road
Glen Head, NY 11545
Director
EasyLink Services Corporation
(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.
On May 1, 2003, the Reporting Person exchanged a Convertible Promissory
Note in the original principal amount of $2,682,964 (convertible into 268,297
shares of Issuer Common Stock) issued by the Issuer (the "Convertible Promissory
Note") for 1,341,482 shares of Class A common stock (the "Exchange Shares")
pursuant to a Debt Exchange Agreement between the Reporting Person and the
Issuer.
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Item 4. Purpose of Transaction.
The Exchange Shares were issued in exchange for the Convertible
Promissory Note in connection with the Company's efforts to reduce its
outstanding indebtedness.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 4,123,276 shares of
Issuer Common Stock, including 268,296 shares issuable upon the
exercise of Warrants and 300,000 shares issued to Telecom
International, Inc., constituting approximately 9.59% of the
outstanding Issuer Common Stock (the "TII Shares"). The Reporting
Person disclaims beneficial ownership of the TII Shares.
(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 4,123,276 shares of Issuer Common Stock.
(c) See Items 3, 4 and 5(a).
(d) The Reporting Person has pledged 1,877,617 shares of
Issuer Common Stock to AT&T Corp. to secure a promissory note in the
original principal amount of $10 million issued by the Issuer in favor
of AT&T Corp.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except for (i) the Debt Exchange Agreement, (ii) the letter agreement
pursuant to which the Reporting Person has agreed to defer accrued interest
under the Convertible Promissory Note and except as set forth in the Reporting
Person's initial and amended filings on Schedule 13D, 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.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits:
Exhibit 99.1 Debt Exchange Agreement between EasyLink Services
Corporation and George Abi Zeid.
Exhibit 99.2 Letter Agreement between EasyLink Services Corporation
and George Abi Zeid.
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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: May 5, 2003
/s/George Abi Zeid
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George Abi Zeid
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Exhibit Index
Exhibit 99.1 Debt Exchange Agreement between EasyLink Services Corporation and
George Abi Zeid.
Exhibit 99.2 Letter Agreement between EasyLink Services Corporation and
George Abi Zeid.