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)
April 21, 2006
EASYLINK SERVICES CORPORATION
(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.)
33 Knightsbridge Road
Piscataway, NJ 08854
(Address of principal executive offices)
Registrant's telephone number, including area code: (732) 652-3500
N/A
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
CFR 240.14a-12)
[ ] 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)
Amendment to Credit Facility
On April 21, 2006, the Company and its subsidiary EasyLink Services USA, Inc.
entered into an amendment to their credit agreement with Wells Fargo Foothill,
Inc.
Under the amendment, in consideration of the Company's raising $5.4 million in
equity pursuant to the common stock purchase agreement dated April 14, 2006 and
satisfying its $3 million loan repayment obligation under the credit agreement
on April 21, 2006, Wells Fargo Foothill agreed to further modify the EBITDA
covenant in the credit agreement. Under the amendment, sales, marketing and
product development costs or expenses of the Company in excess of those amounts
for any such item referenced in the amendment in an amount not to exceed
$1,400,000 in the aggregate shall be added back to EBITDA solely for the fiscal
years 2006 and 2007.
The form of the amendment is included in this filing as Exhibit 10.1 and is
incorporated by reference herein. The foregoing summary of the terms of the
amendment is not complete and is qualified in its entirety by reference to
Exhibit 10.1 to this filing.
Item 2.02 Results of Operations and Financial Condition.
On April 24, 2006, EasyLink Services Corporation (the "Company" or "EasyLink")
issued a press release relating to its financial results for the first quarter
ending March 31, 2006. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
The information furnished under Item 2.02 and Exhibit 99.1 shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that Section and shall not be deemed
to be incorporated by reference into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934 unless specifically incorporated by
reference in such filing.
Item 9.01 (c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
Exhibit 10.1* Fourth Amendment to Credit Agreement dated as of April 21,
2006, by and among Easylink Services Corporation, EasyLink
Services USA, Inc. and Wells Fargo Foothill, Inc.
Exhibit No. 99.1 Press Release dated April 24, 2006.
* Certain attachments 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: April 24, 2006
EASYLINK SERVICES CORPORATION
By: /s/ Thomas Murawski
-------------------
Thomas Murawski, Chairman, President and
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit 10.1* Fourth Amendment to Credit Agreement dated as of
April 21, 2006, by and among Easylink Services
Corporation, EasyLink Services USA, Inc. and Wells
Fargo Foothill, Inc.
Exhibit No. 99.1 Press Release dated April 24, 2006.
* Certain attachments are omitted, but will be
furnished supplementally to the Commission upon
request.
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