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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)
FEBRUARY 5, 2001
MAIL.COM, INC.
(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.)
11 BROADWAY, 6TH FLOOR
NEW YORK, NY 10004
(Address of principal executive offices)
Registrant's telephone number, including area code (212) 425-4200
N/A
Former Name or Former Address, if Changed Since Last Report
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ITEM 5. OTHER EVENTS
Mail.com, Inc. ("Mail.com"), ML Acquisition Corp., a newly formed
subsidiary of Mail.com ("Merger Sub"), Swift Telecommunications, Inc., a New
York corporation ("STI"), and the sole shareholder of STI have entered into an
Agreement and Plan of Merger dated as of January 31, 2001 (the "Merger
Agreement"). The Merger Agreement provides for STI to merge with and into Merger
Sub, with Merger Sub continuing as the surviving corporation and as a
wholly-owned subsidiary of Mail.com (the "Merger"). Concurrent with the
execution and delivery of the Merger Agreement, STI acquired from AT&T Corp. its
EasyLink Services business ("EasyLink Services"). Mail.com's acquisition of STI
pursuant to the Merger is subject to compliance with regulatory approvals and is
expected to close by February 20, 2001.
STI together with its newly acquired EasyLink Services business is a
global provider of messaging services such as telex, fax, electronic data
interchange and e-mail.
At the closing of the acquisition by STI of the EasyLink Services
business from AT&T, Mail.com advanced $14 million to STI in the form of a loan,
the proceeds of which were used to fund part of the cash portion of the purchase
price to AT&T. Upon the closing of the acquisition of STI, Mail.com will assume
a $35 million note issued by STI to AT&T. Pending the closing of the acquisition
of STI, Mail.com has guaranteed $15 million of the principal amount of the $35
million note, together with interest on such $15 million principal amount. This
guaranty will be superseded by Mail.com's assumption of the $35 million note at
the closing of Mail.com's acquisition of STI. The $35 million note will be
secured by the assets of STI, including the EasyLink Services business, and the
shares of Mail.com Class A common stock to be issued to the sole shareholder in
the Merger. The note is payable in equal monthly installments over four years
and bears interest at the rate of 10% per annum. The note is subject to
mandatory prepayment upon the sale of specified assets of STI, including the
EasyLink Services business, and in certain other events. The note also contains
certain customary covenants and events of default, including limitations on the
ability of Mail.com to incur additional indebtedness and to incur additional
liens on the STI and EasyLink assets.
Upon the closing of the acquisition of STI, Mail.com will pay to the
sole shareholder of STI $835,294 in cash and issue an unsecured note for
approximately $9.2 million and approximately 19 million shares of Mail.com Class
A common stock as the purchase price for the acquisition of STI. Mail.com will
also pay additional consideration to the sole shareholder of STI equal to the
amount of the net proceeds, after satisfaction of certain liabilities of STI and
its subsidiaries, from the sale or liquidation of the assets of one of STI's
subsidiaries. Mail.com will also reimburse the sole shareholder of STI for a
$1.5 million advance made to STI, the proceeds of which were used to fund the
balance of the cash portion of the purchase price for STI's acquisition of the
EasyLink Services business and certain other obligations to AT&T. The $9.2
million note will be payable in four equal semi-annual installments over two
years and may be prepaid in whole or in part at any time and from time to time
without payment of premium or penalty. The note will be non-interest bearing
unless Mail.com fails to make a required payment within 30 days after the due
date therefore. Thereafter, the note will bear interest at the rate of 10% per
annum. The note also contains certain customary events of default.
As part of the transaction with STI, Mail.com has also agreed to
acquire Telecom International, Inc. (which is an affiliate of STI and conducts
business under the name "AlphaTel") and the 25% minority interests in two STI
subsidiaries for $164,705 in cash, promissory notes in the aggregate principal
amount of approximately $1.8 million and 3.7 million shares of Mail.com Class A
common stock. These additional transactions are subject to execution of
definitive documentation, receipt of regulatory approvals and other customary
conditions.
Additionally, upon the closing of the STI acquisition, George Abi Zeid,
President and sole shareholder of STI, will join Mail.com as President of
International Operations and will become a member of the Mail.com Board of
Directors.
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A copy of the Merger Agreement, the letter agreements providing for
conditional commitments to purchase Alpha-Tel and the 25% minority interests in
the two STI subsidiaries, the $35 million note to AT&T in the form to be assumed
by Mail.com upon its acquisition of STI, the interim guaranty by Mail.com of $15
million of the $35 million note, the $14 million note issued by STI to Mail.com
and the form of the $9.2 million note to be issued to the sole shareholder of
STI are filed herewith as Exhibits 2.1, 2.2, 2.3, 99.1, 99.2, 99.3 and 99.4 and
are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger by and among
Mail.com, Inc., ML Acquisition Corp., Swift
Telecommunications, Inc. ("STI") and George Abi Zeid,
as sole shareholder of STI, dated as of January 31,
2001.*
Exhibit 2.2 Letter Agreement dated January 31, 2001 between
Mail.com, Inc. and George Abi Zeid relating to
Telecom International, Inc.
Exhibit 2.3 Letter Agreement dated January 31, 2001 between
Mail.com, Inc. and George Abi Zeid relating to the
25% minority interests in Xtreme Global
Communications (S) Pte Ltd. and Xtreme Global
Communications Sdn Bhd.
Exhibit 99.1 Amended and Restated Promissory Note dated
January 31, 2001 in the original principal amount of
$35 million issued by Mail.com, Inc. and accepted by
AT&T Corp.*
Exhibit 99.2 Guaranty dated January 31, 2001 issued by
Mail.com, Inc. in favor of AT&T Corp.
Exhibit 99.3 Promissory Note dated January 31, 2001 in the
original principal amount of $14 million issued by
Swift Telecommunications, Inc. in favor of Mail.com,
Inc.
Exhibit 99.4 Form of Promissory Note to be issued by
Mail.com, Inc. upon the consummation of its
acquisition of Swift Telecommunications, Inc. ("STI")
in the original principal amount of $9,188,235 in
favor of STI.
* Disclosure schedules and other attachments to the Merger Agreement and the
$35 million note are omitted, but will be furnished supplementally to the
Commission upon request.
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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: February 8, 2001
MAIL.COM, INC.
By: s/Thomas Murawski
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Thomas Murawski
Chief Executive Officer
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EXHIBIT INDEX
Exhibit 2.1 Agreement and Plan of Merger by and among Mail.com, Inc., ML Acquisition Corp., Swift
Telecommunications, Inc. ("STI") and George Abi Zeid, as sole shareholder of STI, dated as
of January 31, 2001.*
Exhibit 2.2 Letter Agreement dated January 31, 2001 between Mail.com, Inc. and George Abi Zeid relating
to Telecom International, Inc.
Exhibit 2.3 Letter Agreement dated January 31, 2001 between Mail.com, Inc. and George Abi Zeid relating
to the 25% minority interests in Xtreme Global Communications (S) Pte Ltd and Xtreme Global
Communications Sdn Bhd.
Exhibit 99.1 Amended and Restated Promissory Note dated January 31, 2001 in the original principal amount
of $35 million issued by Mail.com, Inc. and accepted by AT&T Corp.*
Exhibit 99.2 Guaranty dated January 31, 2001 issued by Mail.com, Inc. in favor of AT&T Corp.
Exhibit 99.3 Promissory Note dated January 31, 2001 in the original principal amount of $14 million issued
by Swift Telecommunications, Inc. in favor of Mail.com, Inc.
Exhibit 99.4 Form of Promissory Note to be issued by Mail.com, Inc. upon the consummation of its
acquisition of Swift Telecommunications, Inc. ("STI") in the original principal amount of
$9,188,235 in favor of STI.
* Disclosure schedules and other attachments to the Merger Agreement and the
$35 million note are omitted, but will be furnished supplementally to the
Commission upon request.