UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)*
EASYLINK SERVICES CORPORATION
-----------------------------
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE
----------------------------------------------
(Title of Class of Securities)
27784T101
--------------
(CUSIP Number)
Kevin S. Moore
President
The Clark Estates, Inc.
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Tel. No.: (212) 977-6900
With a copy to:
Robin L. Spear, Esq.
Pillsbury Winthrop LLP
One Battery Park Plaza
New York, New York 10004-1490
Tel. No.: (212) 858-1000
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 27, 2001
----------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this Schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the
following box: |_|
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
AMENDMENT NO. 2 TO
SCHEDULE 13D
=================================================================================================================
CUSIP NO. 27784T101
-----------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE CLARK ESTATES, INC.
13-5524538
-----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
-----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
-----------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES 13,068,057* (SEE ITEM 5.)
----------------------------------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
----------------------------------------------------------------------------------------
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 13,068,057* (SEE ITEM 5.)
----------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,068,057* (SEE ITEM 5.)
-----------------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
-----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%* (SEE ITEM 5.)
-----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
=================================================================================================================
-----------------------
* Excludes shares that may be issued as Adjustment Shares (as hereinafter
defined and as defined in Amendment No. 1 to the initial filing on Schedule
13D) and shares to be issued in payment of interest on the Notes (as defined
in the initial filing on Schedule 13D) but includes shares issuable upon
conversion of the Notes. (See Item 3 herein, Item 3 of Amendment No. 1 to the
initial filing on Schedule 13D and Item 3 of the initial filing on Schedule
13D.)
2
AMENDMENT NO. 2
TO
SCHEDULE 13D
This Amendment No. 2 is filed in accordance with Rule 13d-2 of the
Securities Exchange Act of 1934, as amended, by the Reporting Person and refers
only to information which has materially changed since the filing of Amendment
No. 1 to Schedule 13D by the Reporting Person on March 26, 2001. The items
identified below, or the particular paragraph of such items which are identified
below, are amended to add the information as set forth below. Capitalized terms
not otherwise defined herein have the meanings ascribed to them in the original
Schedule 13D.
Item 1. Security and Issuer.
This Statement relates to shares of Class A Common Stock, $0.01 par
value per share (the "Class A Common Stock"), of EasyLink Services Corporation
(formerly Mail.com, Inc.), a Delaware corporation (the "Issuer"). The address of
the Issuer's principal executive offices is 399 Thornall Street, 6th Floor,
Edison, New Jersey 08837.
Item 3. Source and Amount of Funds or Other Consideration.
On November 27, 2001, Federal Partners, L.P. ("Federal Partners")
purchased from the Issuer pursuant to a Common Stock Purchase Agreement (the
"Common Stock Purchase Agreement") 2,503,682 shares of Class A Common Stock (the
"Shares") for the purchase price of $0.679 per share. Federal Partners is a
limited partnership, the general partner of which is Ninth Floor Corporation.
The Reporting Person provides management and administrative services to Federal
Partners.
An additional number of shares of Class A Common Stock will be issued to
Federal Partners (the "Adjustment Shares") within five days after December 31,
2001, such that Federal
3
Partners' effective purchase price per share of the Shares shall be equal to
$0.40 per share if the average of the closing prices of the Class A Common Stock
on the principal securities exchange on which the Class A Common Stock is then
traded is less than $1.60 per share for the ten consecutive trading days
immediately prior to January 1, 2002. The number and kind of Adjustment Shares,
the adjustment price, and the $1.60 per share price set forth in the preceding
sentence are all subject to anti-dilution adjustments.
The purchase price for the Shares was provided by funds available for
investment by accounts for which the Reporting Person provides management and
administrative services.
Item 4. Purpose of Transaction.
The purpose of the acquisition of the Shares was for investment. The
Reporting Person currently does not have any plans or proposals of the type set
forth in Paragraphs (a) through (j) of Item 4 of Schedule 13D, except that the
Reporting Person may acquire additional shares of the Class A Common Stock in
open market transactions for investment purposes. Any decision of the Reporting
Person either to purchase additional shares of the Class A Common Stock or to
dispose of any of such shares will take into account various factors, including
general economic and stock market conditions.
Item 5. Interest in Securities of the Issuer.
(a) The 13,038,107 shares of Class A Common Stock, including the
5,000,000 shares issuable upon conversion of the Notes but excluding shares to
be issued in payment of interest on the Notes and any shares that may be issued
as Adjustment Shares, held by the accounts referred to in Item 3 above and the
initial filing on Schedule 13D, together with the 29,950 shares of Class A
Common Stock of the Issuer held by executive officers of the Reporting Person,
constitute approximately 10.7% of the outstanding shares of Class A Common Stock
and Class B
4
Common Stock of the Issuer (based upon an aggregate of 107,601,130 outstanding
shares of the Class A Common Stock and 10,000,000 outstanding shares of Class B
Common Stock (which are convertible into 10,000,000 shares of Class A Common
Stock) as of November 27, 2001 as set forth in the Common Stock Purchase
Agreement, and after giving effect to conversion of the Notes at the initial
conversion price).
(b) The Reporting Person and each of the executive officers referred
to above has the sole power to vote or to direct the vote and to dispose of or
direct the disposition of their respective shares of the Class A Common Stock.
(c) Except as described in Item 3 above, neither the Reporting
Person, nor any of the accounts referred to above, nor (to the best knowledge of
the Reporting Person) any of its executive officers or directors, has effected
any transaction in the Class A Common Stock during the past sixty days.
(d) Each of the accounts referred to in Item 3 and each of the
executive officers referred to above has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, their
respective shares of the Class A Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except for the Common Stock Purchase Agreement and the Registration
Rights Agreement (referred to below) and except as set forth in the Reporting
Person's initial filing on Schedule 13D and Amendment No. 1 thereto, neither the
Reporting Person nor (to the best knowledge of the Reporting Person) any of its
executive officers or directors, has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any securities
of the Issuer, including but not limited to the transfer or voting of any of
such
5
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Pursuant to a Registration Rights Agreement, the Issuer has agreed to
prepare and file within 45 days of November 27, 2001 a registration statement on
Form S-3, or such other form that the Issuer may then use for an offering to be
made on a continuous basis pursuant to Rule 415 under the Securities Act of
1933, covering the Shares and the Adjustment Shares. Pursuant to the
Registration Rights Agreement, the Issuer also has granted piggyback resale
registration rights to Federal Partners with respect to the Shares and the
Adjustment Shares.
Item 7. Material to be Filed as Exhibits.
The Registration Rights Agreement dated as of November 27, 2001 between
the Issuer and Federal Partners is filed hereto as Exhibit 1.
6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 7, 2001
THE CLARK ESTATES, INC.
By: s/ KEVIN S. MOORE
--------------------------------
Name: Kevin S. Moore
Title: President
7