================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 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 of (Commission (I.R.S. Employer incorporation) File Number) 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 This Amendment No. 1 to Current Report on Form 8-K/A is being filed to amend the Current Report on Form 8-K filed by the Registrant on July 27, 2005 (the "Original Form 8-K") to attach as exhibits certain of the agreements that comprise the new Master Carrier Agreement and the Amendment to the Intellectual Property Agreement referenced in the Original Form 8-K. These documents, entered into between EasyLink Services Corporation ("EasyLink" or the "Company") and AT&T Corp. in connection with the new Master Carrier Agreement, are listed below: (i) Amended and Restated Master Carrier Agreement; (ii) AT&T Network Connection Platform Service Description Attachment; (iii) AT&T Network Connection Service Terms and Pricing Attachment; (iv) AT&T Service Provider Markets - Service Order Attachment; AT&T Internet Transport Services; (v) AT&T UNIPLAN Service Terms and Pricing Attachment; (vi) AT&T Data Service Terms and Pricing Attachment; and (vii) Amendment to Intellectual Property Agreement. 2 ITEM 9.01 (c) Exhibits. EXHIBIT NO. ----------- 99.1 Amended and Restated Master Carrier Agreement between EasyLink Services Corporation and AT&T Corp. entered into on July 21, 2005 99.2 AT&T Network Connection Platform Service Description Attachment 99.3* *AT&T Network Connection Service Terms and Pricing Attachment entered into on July 21, 2005 99.4* *AT&T Service Provider Markets - Service Order Attachment; AT&T Internet Transport Services entered into on July 21, 2005 99.5* *AT&T UNIPLAN Service Terms and Pricing Attachment entered into on July 21, 2005 99.6* *AT&T Data Service Terms and Pricing Attachment entered into on July 21, 2005 99.7 Amendment to Intellectual Property Agreement between AT&T Corp. and EasyLink Services Corporation entered into on July 21, 2005 * Confidential Treatment Requested 3 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: August 10, 2005 EASYLINK SERVICES CORPORATION By: s/ Thomas Murawski ------------------------------------- Thomas Murawski, Chairman, President and Chief Executive Officer 4 EXHIBIT INDEX EXHIBIT NO. ----------- 99.1 Amended and Restated Master Carrier Agreement between EasyLink Services Corporation and AT&T Corp. entered into on July 21, 2005 99.2 AT&T Network Connection Platform Service Description Attachment 99.3* *AT&T Network Connection Service Terms and Pricing Attachment entered into on July 21, 2005 99.4* *AT&T Service Provider Markets - Service Order Attachment; AT&T Internet Transport Services entered into on July 21, 2005 99.5* *AT&T UNIPLAN Service Terms and Pricing Attachment entered into on July 21, 2005 99.6* *AT&T Data Service Terms and Pricing Attachment entered into on July 21, 2005 99.7 Amendment to Intellectual Property Agreement between AT&T Corp. and EasyLink Services Corporation entered into on July 21, 2005 * Confidential Treatment Requested 5