Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - EASYLINK SERVICES INTERNATIONAL CORP | v206749_ex99-1.htm |
| EX-99.2 - EX-99.2 - EASYLINK SERVICES INTERNATIONAL CORP | v206749_ex99-2.htm |
| EX-23.1 - EX-23.1 - EASYLINK SERVICES INTERNATIONAL CORP | v206749_ex23-1.htm |
| EX-99.3 - EX-99.3 - EASYLINK SERVICES INTERNATIONAL CORP | v206749_ex99-3.htm |
United
States
Securities
And Exchange Commission
Washington,
DC 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): October 21,
2010
EasyLink
Services International Corporation
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
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001-34446
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13-3645702
|
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(State
or Other Jurisdiction of
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(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
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)
Not
applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box belowif the Form 8-K filing is intended to simultaneously
satisfy the filing obligations 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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This Form
8-K/A amends Registrant’s Form 8-K previously filed on October 22, 2010. This
document includes the financial statements that had been omitted from the
previously filed Form 8-K as permitted by Item 9.01(a)(4) of Form
8-K.
On
October 22, 2010, EasyLink Services International Corporation (the “Company”)
filed a Current Report on Form 8-K to report the completion of its acquisition
of the iSend and iNotify advanced messaging businesses (the “Xpedite Business”)
from Premiere Global Services, Inc. (“PGI”). The Company is filing
this Amended Current Report on Form 8-K to report the financial statements and
unaudited pro forma financial information required by Items 9.01(a) and 9.01(b)
of Form 8-K. respectively.
Item
9.01. Financial Statements and Exhibits
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(a)
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Financial
Statements of Business Acquired
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The
audited financial statements of the Xpedite Business (PGiSend – A Carve-Out of
Premiere Global Services, Inc.) as of and for the fiscal years ended
December 31, 2009 and 2008, and the related report of Ernst & Young,
LLP are filed with this Form 8-K/A as Exhibit 99.1.
The
unaudited financial statements of the Xpedite Business (PGiSend – A Carve-Out of
Premiere Global Services, Inc.) as of and for the six month period ended
June 30, 2010 and 2009 are filed with this Form 8-K/A as
Exhibit 99.2.
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(b)
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Pro
forma Financial Information
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The
unaudited pro forma financial information included with this Form 8-K/A has been
prepared to illustrate the pro forma effects of the acquisition of the Xpedite
Business. The unaudited pro forma consolidated balance sheet as of
July 31, 2010 and the unaudited pro forma consolidated statements of income
for the year ended July 31, 2010 are filed with this Form 8-K/A as
Exhibit 99.3. The unaudited pro forma consolidated balance sheet as of
July 31, 2010 gives effect to the acquisition of the Xpedite Business as if
it had occurred as of July 31, 2010. The unaudited pro forma condensed
consolidated statements of income for the year ended July 31, 2010 give
effect to the acquisition of the Xpedite Business as if it had occurred as of
July 1, 2009. Since the Xpedite Business has historically reported
financial results using a calendar year, the Xpedite Business balance sheet and
operating results as of and for the year ended July 31, 2010 were obtained from
the June 30, 2010 balance sheet and by adding the operating results for the
period July 1, 2009 to December 31, 2009 and the six months ended June 30,
2010. All pro forma information in this Form 8-K/A has been prepared
for informational purposes only and is not necessarily indicative of the past or
future results of operations or financial position of the Xpedite Business or
the Company.
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(d)
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Exhibits
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23.1
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Consent
of Ernst & Young LLP, Independent
Auditors
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|
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99.1
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Audited
Financial Statements of PGiSend (A Carve-Out of Premiere Global Services,
Inc.) for the two years ended December 31,
2009.
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|
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99.2
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Unaudited
Financial Statements of the Xpedite Business (PGiSend – A Carve-Out of
Premiere Global Services, Inc.) as of and for the six months ended June
30, 2010 and 2009.
|
|
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99.3
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Unaudited
Pro Forma Combining Balance Sheet as of July 31, 2010; Unaudited Pro Forma
Combining Statements of Operations for the year ended July 31,
2010.
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2
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, thereunto duly
authorized.
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EasyLink
Services International Corporation
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||
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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: December
30, 2010
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3
EXHIBIT
INDEX
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Exhibit
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Number
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Description
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23.1
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Consent
of Ernst & Young LLP, Independent Auditors
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99.1
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Audited
Financial Statements of PGiSend (A Carve-Out of Premiere Global Services,
Inc.) for the two years ended December 31, 2009.
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|
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99.2
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Unaudited
Financial Statements of the Xpedite Business (PGiSend – A Carve-Out of
Premiere Global Services, Inc.) as of and for the six months ended June
30, 2010 and 2009.
|
|
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99.3
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Unaudited
Pro Forma Combining Balance Sheet as of July 31, 2010; Unaudited Pro Forma
Combining Statements of Operations for the year ended July 31,
2010.
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