United States
Securities And Exchange Commission
Washington, DC 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): May 21, 2012
EasyLink Services International Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-34446 | 13-3645702 |
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Incorporation or Organization) |
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)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| þ | 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 8.01 Other Events.
On May 21, 2012, EasyLink Services International Corporation (the “Company”) issued a press release announcing that the Company and Open Text Corporation (“Open Text”) received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for the proposed acquisition by merger of the Company by Open Text and Epic Acquisition Sub Inc., an indirect wholly-owned subsidiary of Open Text. Expiration of the waiting period satisfies one of the conditions to Open Text’s acquisition of the Company. The closing of the proposed acquisition of the Company remains subject to the approval of the Company’s stockholders.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release, dated May 21, 2012. |
| 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, hereunto duly authorized.
| EasyLink Services International Corporation | ||
| By: | /s/ Glen E. Shipley | |
| Glen E. Shipley | ||
| Chief Financial Officer | ||
Dated: May 22, 2012
| 3 |
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release, dated May 21, 2012. |
| 4 |
EasyLink
Services International Corporation Announces Early
Termination of Hart-Scott-Rodino Waiting Period
NORCROSS, Ga., May 21, 2012 — EasyLink Services International Corporation (“EasyLink” or “Company”) (NasdaqCM: ESIC, www.EasyLink.com), a global provider of cloud-based messaging services and e-commerce solutions, today announced that EasyLink and Open Text Corporation (“Open Text”) (NasdaqGS: OTEX) have received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the acquisition by merger of the shares of EasyLink by Open Text Corporation (NASDAQ: OTEX). Expiration of the waiting period satisfies one of the conditions to Open Text’s acquisition of EasyLink. The closing of the acquisition of EasyLink remains subject to shareholder approval, and the shareholder meeting is expected to occur in mid-summer 2012.
About EasyLink Services International Corporation
EasyLink Services International Corporation (EasyLink) (NasdaqCM: ESIC), headquartered in Norcross, GA, offers a comprehensive portfolio of “any to any” business messaging and transaction services that can bridge the most challenging technology gaps while creating significant cost efficiencies across an organization. From Desktop Fax and Production Messaging to EDI, Managed File Transfer, Document Capture and Management, Secure Messaging and Notifications we help companies drive costs out of their operations. With over two decades of servicing customers around the globe, EasyLink has established a proven track record for providing effective, reliable and secure communications. For more information on EasyLink, visit www.easylink.com.
Forward-Looking and Cautionary Statements
Except for the historical information and discussion contained herein, statements contained in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those indicated by such forward-looking statements. These and other risk factors are set forth under the caption “Risk Factors” in the Company's Annual Report on Form 10-K, the Company's quarterly reports on Form 10-Q and the Company's other filings with the U.S. Securities and Exchange Commission. These filings are available on a website maintained by the Securities and Exchange Commission at www.sec.gov. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein as a result of new information, future events or otherwise.
Contact:
Glen Shipley
EasyLink Services International Corporation
gshipley@easylink.com
678-533-8004
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