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)
July 21, 2005
EASYLINK SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-26371 13-3787073
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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)
Master Carrier Agreement
On July 21, 2005, EasyLink Services Corporation (the "Company") entered into a
new Master Carrier Agreement (MCA) with AT&T Corp. ("AT&T") for the purchase of
switched services, private lines, frame relay service, asynchronous transport
mode service and Internet service. Under the MCA, the Company has a minimum
purchase commitment in the aggregate for all of the above services of $5 million
over the 2-year term of the agreement. If the Company terminates the MCA prior
to the end of the term or AT&T terminates the services for the Company's breach,
the Company must pay to AT&T a termination charge equal to 50% of the
unsatisfied minimum purchase commitment for the remaining portion of the term.
In connection with the MCA, the Company and AT&T also entered into an amendment
to the Intellectual Property Agreement relating to intellectual property rights
acquired from AT&T when the Company acquired the EasyLink Services business from
AT&T in 2001. Under the amendment, the Company will have until June 30, 2006 to
make changes to the systems acquired in the 2001 purchase of the EasyLink
Services business to eliminate all use of the letters "att" in the e-mail
addresses of users of EasyLink services.
The form of MCA and related attachments and the amendment to the Intellectual
Property Agreement will be filed as exhibits to an amendment to this Form 8-K or
as exhibits to the Company's next Form 10-Q with portions omitted and filed
separately with the Secretary of the Securities and Exchange Commission pursuant
to a request for confidential treatment. The foregoing summary of the terms of
the new MCA and attachments and the amendment to the Intellectual Property
Agreement is not complete and is qualified in its entirety by reference to those
agreements when filed.
ITEM 9.01 (c) 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: July 27, 2005
EASYLINK SERVICES CORPORATION
By: s/ Thomas Murawski
--------------------------------
Thomas Murawski, Chairman, President
and Chief Executive Officer