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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)
FEBRUARY 1, 2001
MAIL.COM, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3787073
(State or other jurisdiction of 000-26371 (I.R.S. Employer
incorporation) (Commission File Number) Identification No.)
11 BROADWAY, 6TH FLOOR
NEW YORK, NY 10004
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(Address of principal executive offices)
Registrant's telephone number, including area code (212) 425-4200
N/A
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Former Name or Former Address, if Changed Since Last Report
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ITEM 5. OTHER EVENTS
Mail.com, Inc. ("Mail.com") announced that it has entered into a note
exchange agreement (the "Note Exchange Agreement"). Under the terms of the
agreement, Mail.com will issue $11,694,000 principal amount of a new series of
10% Senior Convertible Notes due January 8, 2006 (the "Exchange Notes") in
exchange for the cancellation of $38,980,000 principal amount of its 7%
Convertible Subordinated Notes due February 1, 2005. The completion of the
note exchange is subject to compliance with applicable NASDAQ stock market
rules.
The Exchange Notes are joint and several obligations of Mail.com and
its subsidiaries Mail.com Business Messaging Services, Inc. and The Allegro
Group, Inc. (collectively, the "Companies").
The Exchange Notes bear interest semi-annually at the rate of 10% per
annum. One half of each interest payment is payable in cash and one half is
payable in shares of Mail.com Class A common stock, par value $.01 per share
("Class A common stock"), until 18 months after the closing date of the
financing. Thereafter, one half of each interest payment may be paid in shares
of Class A common stock at the option of the Companies. For purposes of
determining the number of shares issuable upon payment of interest in shares
of Class A common stock, such shares will be deemed to have a value equal to
the applicable conversion price at the time of payment.
Each of the Exchange Notes is convertible at any time at the option of
the holder into Class A common stock at an initial conversion price equal to
$1.30 per share. The conversion price is subject to anti-dilution adjustments.
The Companies may, at their option, prepay the Exchange Notes, in
whole or in part, at any time (i) on or after the third anniversary of the
closing date of the financing, (ii) if the closing price of the Class A common
stock on the NASDAQ stock market, or other securities market on which the
Class A common stock is then traded, is at or above $5.00 per share (such
amount to be appropriately adjusted in the event of a stock split, stock
dividend, stock combination or recapitalization or similar event having a
similar effect) for 30 consecutive trading days or (iii) Mail.com desires to
effect a merger, consolidation or sale of all or substantially all of its
assets in a manner that is prohibited by the Note Purchase Agreement between
Mail.com and the initial purchasers of the Exchange Notes (the "Note Purchase
Agreement") and the holders of the Exchange Notes fail to consent to a waiver
of such prohibition to permit such merger, consolidation or sale.
The Note Exchange Agreement contains certain customary covenants and
events of default, including certain limitations on the ability of the
Companies to incur additional indebtedness and additional liens on its assets.
The Exchange Notes are unsecured.
Mail.com granted shelf and piggyback resale registration rights to the
holders of the Exchange Notes with respect to the shares of Class A common
stock issuable upon conversion of the Exchange Notes or in payment of interest
on the Exchange Notes pursuant to a Registration Rights Agreement. If the
registration statement filed in connection with a shelf demand registration
under the Registration Rights Agreement shall not become effective on or
before 120 days after the closing date of the issuance of the Exchange Notes,
or if once effective shall cease to be effective at any time after such 120
day period (other than during certain 60 day blackout periods contained in the
Registration Rights Agreement), other than by reason of a material
misstatement or omission or alleged misstatement or omission with respect to
information furnished by the holders of registrable securities under the
registration statement for use in the registration statement or prospectus
contained therein, then Mail.com shall pay to each such holder an amount equal
to 1% per month (2% per month if the registration statement has not become
effective initially on or before 240 days after the closing date of the
issuance of the Exchange Notes) of the principal amount of the Exchange Notes
held by such holder (pro rated for partial months) from such 120th day or
240th day, as applicable, until the registration statement becomes effective
or becomes effective once again or until the second anniversary of the
issuance of the Exchange Notes.
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A copy of the Note Exchange Agreement and the Registration Rights
Agreement are filed herewith as Exhibits 99.1 and 99.2 and are incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Note Exchange Agreement dated as of January 31, 2001, by
and among Mail.com, Inc., Mail.com Business Messaging
Services, Inc., The Allegro Group, Inc. and the
purchasers listed therein.*
Exhibit 99.2 Registration Rights Agreement dated as of January 31,
2001, by and among Mail.com, Inc. and the holders of
Exchange Notes listed therein.
* Disclosure schedules and other attachments to the Note Exchange Agreement
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: February 7, 2001
MAIL.COM, INC.
By: s/Thomas Murawski
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Thomas Murawski
Chief Executive Officer
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EXHIBIT INDEX
Exhibit 99.1 Note Exchange Agreement dated as of January 31, 2001, by
and among Mail.com, Inc., Mail.com Business Messaging
Services, Inc., The Allegro Group, Inc. and the
purchasers listed therein.*
Exhibit 99.2 Registration Rights Agreement dated as of January 31,
2001, by and among Mail.com, Inc. and the holders of
Exchange Notes listed therein.
* Disclosure schedules and other attachments to the Note Exchange Agreement
are omitted, but will be furnished supplementally to the Commission upon
request.