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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 8, 2001
MAIL.COM, INC.
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(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
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(Address of principal executive offices)
Registrant's telephone number, including area code (212) 425-4200
N/A
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Former Name or Former Address, if Changed Since Last Report
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ITEM 5. OTHER EVENTS
Mail.com, Inc. ("Mail.com") announced that it has entered into an
additional note exchange agreement (the "Note Exchange Agreement"). Under the
terms of the agreement, Mail.com will issue $4,665,000 principal amount of a new
series of 10% Senior Convertible Notes due January 8, 2006 (the "Exchange
Notes") in exchange for the cancellation of $15,550,000 principal amount of its
7% Convertible Subordinated Notes due February 1, 2005. The completion of the
note exchange is subject to compliance with applicable NASDAQ stock market
rules.
The Exchange Notes are joint and several obligations of Mail.com and
its subsidiaries Mail.com Business Messaging Services, Inc. and The Allegro
Group, Inc. (collectively, the "Companies").
The Exchange Notes bear interest semi-annually at the rate of 10% per
annum. One half of each interest payment is payable in cash and one half is
payable in shares of Mail.com Class A common stock, par value $.01 per share
("Class A common stock"), until 18 months after the closing date of the
financing. Thereafter, one half of each interest payment may be paid in shares
of Class A common stock at the option of the Companies. For purposes of
determining the number of shares issuable upon payment of interest in shares of
Class A common stock, such shares will be deemed to have a value equal to the
applicable conversion price at the time of payment.
Each of the Exchange Notes is convertible at any time at the option of
the holder into Class A common stock at an initial conversion price equal to
$1.75 per share. The conversion price is subject to anti-dilution adjustments.
The Companies may, at their option, prepay the Exchange Notes, in whole
or in part, at any time (i) on or after the third anniversary of the closing
date of the financing, (ii) if the closing price of the Class A common stock on
the NASDAQ stock market, or other securities market on which the Class A common
stock is then traded, is at or above $5.00 per share (such amount to be
appropriately adjusted in the event of a stock split, stock dividend, stock
combination or recapitalization or similar event having a similar effect) for 30
consecutive trading days or (iii) Mail.com desires to effect a merger,
consolidation or sale of all or substantially all of its assets in a manner that
is prohibited by the Note Purchase Agreement between Mail.com and the initial
purchasers of the Exchange Notes (the "Note Purchase Agreement") and the holders
of the Exchange Notes fail to consent to a waiver of such prohibition to permit
such merger, consolidation or sale.
The Note Exchange Agreement contains certain customary covenants and
events of default, including certain limitations on the ability of the Companies
to incur additional indebtedness and additional liens on its assets.
The Exchange Notes are unsecured.
Mail.com granted shelf and piggyback resale registration rights to the
holders of the Exchange Notes with respect to the shares of Class A common stock
issuable upon conversion of the Exchange Notes or in payment of interest on the
Exchange Notes pursuant to a Registration Rights Agreement. If the registration
statement filed in connection with a shelf demand registration under the
Registration Rights Agreement shall not become effective on or before 120 days
after the closing date of the issuance of the Exchange Notes, other than by
reason of a material misstatement or omission or alleged misstatement or
omission with respect to information furnished by the holders of registrable
securities under the registration statement for use in the registration
statement or prospectus contained therein, then Mail.com shall pay to each such
holder an amount equal to 1% per month (2% per month if the registration
statement has not become effective initially on or before 240 days after the
closing date of the issuance of the Exchange Notes) of the principal amount of
the Exchange Notes held by such holder (pro rated for partial months) from such
120th day or 240th day, as applicable, until the registration statement becomes
effective or until the second anniversary of the issuance of the Exchange Notes.
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A copy of the Note Exchange Agreement and the Registration Rights
Agreement are filed herewith as Exhibits 99.1 and 99.2 and are incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Note Exchange Agreement dated as of February 8, 2001, by
and among Mail.com, Inc., Mail.com Business Messaging
Services, Inc., The Allegro Group, Inc. and the
purchasers listed therein.*
Exhibit 99.2 Registration Rights Agreement dated as of February 8,
2001, by and among Mail.com, Inc. and the holders of
Exchange Notes listed therein.
* Disclosure schedules and other attachments to the Note Exchange Agreement 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 13, 2001
MAIL.COM, INC.
By: /s/Thomas Murawski
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Thomas Murawski
Chief Executive Officer
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EXHIBIT INDEX
Exhibit 99.1 Note Exchange Agreement dated as of February 8, 2001, by
and among Mail.com, Inc., Mail.com Business Messaging
Services, Inc., The Allegro Group, Inc. and the
purchasers listed therein.*
Exhibit 99.2 Registration Rights Agreement dated as of February 8,
2001, by and among Mail.com, Inc. and the holders of
Exchange Notes listed therein.
* Disclosure schedules and other attachments to the Note Exchange Agreement are
omitted, but will be furnished supplementally to the Commission upon request.