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)
December 22, 2005
EASYLINK SERVICES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-26371 13-3787073
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
33 Knightsbridge Road
Piscataway, NJ 08854
(Address of principal executive offices)
Registrant's telephone number, including area code: (732) 652-3500
N/A
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Former Name or Former Address, if Changed Since Last Report
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 22, 2005, the Board of Directors (the "Board") of EasyLink Services
Corporation (the "Company"), upon the recommendation of the Board's Compensation
Committee, approved the acceleration of the vesting of all currently outstanding
stock options granted under the Company's stock option plans held by current
employees and officers (but excluding non-employee directors) that were both
unvested and "out-of-the-money" as of the close of trading on December 22, 2005.
As a result of the decision to accelerate vesting, options to purchase
approximately 1.2 million shares of the Company's Class A common stock,
representing approximately 24% of total options outstanding as of December 22,
2005, which would have vested from time to time over the next one to four years,
became immediately exercisable. The number of shares, exercise prices, and
remaining terms of the options subject to the acceleration remain unchanged.
The accelerated options include a total of approximately 0.9 million options
held by the Company's executive officers as follows:
Number of Options Subject to
Name Title Acceleration of Vesting
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Thomas Murawski Chairman, President and 468,437
Chief Executive Officer
Gary MacPhee Executive Vice President, 179,062
Transaction Management Services
Richard Gooding Executive Vice President, 123,750
Transaction Delivery Services
Michael Doyle Vice President and Chief Financial 105,312
Officer
David Ambrosia Executive Vice President and 54,437
General Counsel
Based on the Company's closing stock price of $0.92 per share on December 22,
2005, all of the accelerated options have exercise prices above the closing
stock price on that date. The accelerated options have exercise prices ranging
from $0.96 to $4.80 per share. The weighted average exercise price of all
options subject to accelerated vesting is approximately $1.24.
The primary purpose of the accelerated vesting of these options is to eliminate
the compensation expense that the Company would otherwise recognize in its
consolidated statement of operations in future periods upon the adoption of
Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based
Payment ("SFAS 123R"). SFAS 123R generally will require that all share-based
payments to employees, officers and directors, including grants of stock
options, be recognized as compensation expense in the Company's consolidated
financial statements based on their fair values. SFAS 123R is expected to become
effective for the Company on January 1, 2006. The Compensation Committee and the
Board also considered that, because the options to be accelerated have exercise
prices in excess of the current market value of the Company's Class A common
stock, the options may have limited economic value and may not achieve their
original objective of incentive compensation and employee retention.
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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: December 29, 2005
EASYLINK SERVICES CORPORATION
By: s/Thomas Murawski
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Thomas Murawski, Chairman, President and
Chief Executive Officer
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