Attached files
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| EX-10.1 - EASYLINK SERVICES INTERNATIONAL CORP | v201246_ex10-1.htm |
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United
States
Securities
And Exchange Commission
Washington,
DC 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): November 1,
2010
EasyLink
Services International Corporation
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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000-34996
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13-3645702
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Incorporation
or organization)
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6025
The Corners Parkway, Suite 100
Norcross,
Georgia 30092
(Address
of Principal Executive Offices)
(Zip
Code)
(678) 533-8000
(Registrant’s
telephone number, including area code)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01 Entry Into a Material Definitive Agreement.
On
November 4, 2010, EasyLink Services International Corporation (the “Company”), a
Delaware corporation, entered into a letter agreement (the “Agreement”), dated
November 4, 2010, by and between the Company and Burnham Asset Management Corp.
(together with its affiliates, “Burnham”). Pursuant to the terms of
the Agreement, prior to the termination of the Stockholder Rights Agreement, by
and between the Company and American Stock Transfer and Trust Company, LLC, as
rights agent, dated as of August 25, 2009 (the “Rights Agreement”), Burnham
(together with its “Affiliates” and “Associates” as such terms are defined in
the Rights Agreement) shall not increase its “Beneficial Ownership” of
“Corporation Securities” (as such terms are defined in the Rights Agreement),
and Burnham shall cause its Affiliates and Associates not to increase their
Beneficial Ownership of Corporation Securities, to an aggregate amount in excess
of 9.9% of outstanding Corporation Securities.
On
November 1, 2010, in contemplation of the Agreement, the Board of Directors of
the Company determined to deem Burnham to be an “Exempted Person” (as such term
is defined in the Rights Agreement) for the purposes of the Rights
Agreement. The foregoing determination was based in part on an
analysis that concluded that the potential resulting change of ownership of the
Company’s securities would not have a significantly adverse impact on the
Company’s ability to use its net operating loss carryforwards to reduce
potential future U.S. federal income tax obligations.
As a
result of the Agreement and the determination by the Board of Directors to deem
Burnham to be an Exempted Person, Burnham will be entitled, subject to the terms
of the Rights Agreement, to increase its Beneficial Ownership of Corporation
Securities to 9.9% of outstanding Corporation Securities without triggering the
Rights Agreement.
The
foregoing descriptions of the Agreement and the Rights Agreement do not purport
to be complete and are subject to, and qualified in their entirety by reference
to, the full text of the Agreement and the Rights Agreement, which are attached
as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form
8-K and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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10.1
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Letter
Agreement, dated as of November 4, 2010, between EasyLink Services
International Corporation and Burnham Asset Management
Corp.
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10.2
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Stockholder
Rights Agreement, dated as of August 25, 2009, between EasyLink Services
International Corporation and American Stock Transfer and Trust Company,
LLC, as rights agent, which includes the Form of the Certificate of
Designations of the Series F Junior Participating Preferred Stock attached
as Exhibit A thereto, the Form of Rights Certificate attached as Exhibit B
thereto, and the Summary of Rights to Purchase Preferred Shares attached
as Exhibit C thereto (Incorporated by reference to Exhibit 4.1 to the
Company’s Report on Form 8-K (File No. 000-24996), dated August 25, 2009,
as filed with the Securities and Exchange Commission on August 31,
2009).
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1
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
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EASYLINK
SERVICES INTERNATIONAL
CORPORATION
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By:
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/s/ Glen E. Shipley
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Glen
E. Shipley
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Chief
Financial
Officer
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Dated: November
5, 2010
2
EXHIBIT
INDEX
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Exhibit Number
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Description
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10.1
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Letter
Agreement, dated as of November 4, 2010, between EasyLink Services
International Corporation and Burnham Asset Management
Corp.
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10.2
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Stockholder
Rights Agreement, dated as of August 25, 2009, between EasyLink Services
International Corporation and American Stock Transfer and Trust Company,
LLC, as rights agent, which includes the Form of the Certificate of
Designations of the Series F Junior Participating Preferred Stock attached
as Exhibit A thereto, the Form of Rights Certificate attached as Exhibit B
thereto, and the Summary of Rights to Purchase Preferred Shares attached
as Exhibit C thereto (Incorporated by reference to Exhibit 4.1 to the
Company’s Report on Form 8-K (File No. 000-24996), dated August 25, 2009,
as filed with the Securities and Exchange Commission on August 31,
2009).
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