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)
June 21, 2005
EASYLINK SERVICES CORPORATION
(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 Identification No.)
incorporation)
33 Knightsbridge Road
Piscataway, NJ 08854
(Address of principal executive offices)
Registrant's telephone number, including area code: (732) 652-3500
N/A
Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 (Entry into a Material Definitive Agreement)
2005 Stock and Incentive Plan
On June 21, 2005, at the annual meeting of stockholders of EasyLink Services
Corporation (the "Company"), the stockholders approved the EasyLink Services
Corporation 2005 Stock and Incentive Plan (the "2005 Plan"). The 2005 Plan was
adopted by the Board, subject to stockholder approval, on April 25, 2005, and
became effective on June 21, 2005. The purpose of the 2005 Plan is to grant
stock options and stock-based awards as a means to provide an incentive to the
Company's selected directors, officers, employees and consultants to acquire a
proprietary interest in EasyLink, to continue in their positions with the
Company and to increase their efforts on the Company's behalf. The 2005 Plan
provides for awards of stock options and other awards, such as restricted stock,
restricted stock units, and deferred stock units, that consist of, or are
denominated in, payable in, valued in whole or in part by reference to or
otherwise related to our Class A common stock.
A description of the 2005 Plan is contained in the Company's Definitive Proxy
Statement on Schedule 14A filed on May 16, 2005 under the heading "Proposal
No. 2 - Approval of The EasyLink Services Corporation 2005 Stock and Incentive
Plan - Description of the 2005 Plan," which description contained under
"Description of the 2005 Plan" is incorporated herein by reference.
The form of the 2005 Plan is included in this filing as Exhibit 10.1 and is
incorporated by reference herein. The foregoing summary of the terms of the 2005
Plan is not complete and is qualified in its entirety by reference to Exhibit
10.1 to this filing.
ITEM 8.01 (Other Events)
Legal Proceedings - Broker Litigation
As previously disclosed, the Company was subject to a judgment in the amount of
approximately $931,000 in connection with a dispute between the Company and a
broker arising out of the termination of an agreement to sell the portal
operations of the Company's discontinued India.com business. The judgment was
based on the District Court's finding that the broker was a third party
beneficiary of the terminated agreement. The Company and the broker appealed the
decision of the District Court to the United States Court of Appeals for the
Second Circuit. On June 20, 2005, the Court of Appeals reversed the District
Court's ruling that the broker was a third party beneficiary of the terminated
agreement and set aside the $931,000 of damages awarded against the Company by
the District Court. The Court of Appeals also rejected the broker's claim on
appeal for additional damages. The Court of Appeals, however, also determined
that the District Court had not fully resolved the issue of whether the Company
had in bad faith breached the agreement to sell the portal operations for the
express purpose of avoiding the broker's commission. Accordingly, the Court of
Appeals remanded the case to the District Court for further consideration.
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ITEM 9.01 (c) Exhibits.
The following exhibit is filed herewith:
EXHIBIT NO. DESCRIPTION
Exhibit 10.1 EasyLink Services Corporation 2005 Stock and Incentive Plan (Incorporated by reference to
Appendix A to EasyLink Services Corporation's Definitive Proxy Statement on Schedule 14A filed
on May 16, 2005)
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: June 23, 2005
EASYLINK SERVICES CORPORATION
By: s/Thomas Murawski
-----------------
Thomas Murawski, Chairman, President and
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit 10.1 EasyLink Services Corporation 2005 Stock and Incentive Plan
(Incorporated by reference to Appendix A to EasyLink Services
Corporation's Definitive Proxy Statement on Schedule 14A filed
on May 16, 2005)
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