SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d - 101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO
RULE 13d-2(a)
Easylink Services Corporation
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
27784T200
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(CUSIP Number)
Kevin S. Moore
President
The Clark Estates, Inc.
One Rockefeller Plaza, 31st Floor
New York, New York 10020
(212) 977-6900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Jeffrey E. LaGueux, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036-6710
(212) 336-2000
April 13, 2006
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(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 which is the subject of this Schedule 13D, and is filing this
Schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are sent.
(Page 1 of 5 pages)
CUSIP No. 27784T200 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Clark Estates, Inc.
13-5524538
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
9,515,473
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 9,515,473
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,515,473
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 5 pages)
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to shares of Class A common stock,
par value $.01 per share (the "Common Stock"), of Easylink Services Corporation,
a Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 33 Knightsbridge Road, Piscataway, New Jersey 08854.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by The Clark Estates, Inc. (the "Reporting
Person"), a New York corporation with its principal business address and
principal office at One Rockefeller Plaza, 31st Floor, New York, New York 10020.
The Reporting Person is principally engaged in the business of providing
management and administrative services to certain institutional, corporate,
partnership, individual and trust accounts affiliated with the Clark family.
During the last five years neither the Reporting Person has, nor to the
best knowledge of the Reporting Person any of its directors or executive
officers have, (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which it was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective as of April 13, 2006, Federal Partners, L.P. ("Federal
Partners") purchased from the Issuer in a private placement transaction
4,120,833 shares of Common Stock (the "Shares") for an aggregate purchase price
of $2,472,500 pursuant to a Common Stock Purchase Agreement (the "Purchase
Agreement").
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. 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.
In connection with this private placement, the Issuer agreed pursuant to a
Registration Rights Agreement (the "Registration Rights Agreement") to file a
Registration Statement with the SEC with respect to the Shares and certain other
shares of Common Stock issued in connection with this private placement.
Prior to this private placement, the Reporting Person had acquired an
aggregate of 5,394,640 shares of Common Stock of the Issuer during the period
2001 through 2005. The purchase price for these shares was provided by funds
available by accounts for which the Reporting Person provides management and
administrative services.
(Page 3 of 5 pages)
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the purchase of the Shares was for investment. The
Reporting Person currently does not have, nor to the best knowledge of the
Reporting Person do any of its directors or executive officers 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 and each of its directors and
executive officers may acquire additional shares of the Common Stock in open
market transactions for investment purposes and may dispose of shares of Common
Stock in open market transactions or otherwise. Any decision of the Reporting
Person or any of its directors or executive officers either to purchase
additional shares of the Common Stock or to dispose of any of such shares will
take into account various factors, including general economic and stock market
conditions.
Stephen M. Duff, an employee of the Reporting Person, was appointed to the
Board of Directors of the Issuer on April 13, 2006.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The 9,515,473 shares of Common Stock beneficially owned by the
Reporting Person, which are held of record by Federal Partners, constitute
approximately 17.6% of the outstanding shares of the Common Stock. Stephen Duff,
an employee of the Reporting Person and a director of the Issuer, owns an option
to acquire 30,000 shares of Common Stock. Kevin S. Moore, President of the
Reporting Person owns 600 shares of Common Stock. Such 600 shares constitute
approximately 0.001% of the outstanding shares of Common Stock. The Reporting
Person disclaims beneficial ownership of these shares.
(b) The Reporting Person has the sole power to vote or to direct the vote
and to dispose of or direct the disposition of all of the Shares.
(c) Effective as of April 13, 2006, Federal Partners purchased from the
Issuer in a private placement transaction 4,120,833 shares of Common Stock for
an aggregate purchase price of $2,472,500 ($0.60 per share). Except as described
above, neither the Reporting Person, nor to the best knowledge of the Reporting
Person any of its directors or executive officers, has effected any other
transactions with respect to the Common Stock during the past 60 days.
(d) The accounts referred to in Item 3 have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the Purchase Agreement and the Registration Rights Agreement,
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 securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or losses,
or the giving or withholding of proxies.
(Page 4 of 5 pages)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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.
Date: April 18, 2006 THE CLARK ESTATES, INC.
By: /S/ KEVIN S. MOORE
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Name: Kevin S. Moore
Title: President
(Page 5 of 5 pages)