Attached files
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| EX-3.2 - EASYLINK SERVICES INTERNATIONAL CORP | v209013_ex3-2.htm |
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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): January 6, 2011
EasyLink
Services International Corporation
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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001-34446
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13-3645702
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Incorporation
or Organization)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
3.03 Material Modification to Rights of Security
Holders.
On
January 20, 2011, EasyLink Services International Corporation (the “Company”)
materially modified the rights of the Company’s series C preferred stock (the
“Series C Stock”) by filing a Certificate of Amendment (the “Series C
Amendment”) to the Company’s Certificate of Incorporation relating to the
Certificate of Powers, Designations, Preferences and Relative, Participating,
Optional and Other Special Rights of the Series C Convertible Redeemable
Preferred Stock, dated January 5, 2000 (the “Series C
Designations”). The Series C Amendment modified the terms of the
Series C Stock by (i) adjusting the conversion price of the Series C Stock
(which determines the number of shares of the Company’s class A common stock to
be issued upon conversion of the Series C Stock pursuant to the terms of the
Series C Designations, as amended by the Series C Amendment), and (ii) causing
all of the outstanding shares of Series C Stock to be converted into shares of
the Company’s class A common stock upon the filing of the Series C
Amendment. The Series C Amendment became effective on January 20,
2011.
The
foregoing descriptions of the Series C Designations and the Series C Amendment
do not purport to be complete and are subject to, and qualified in their
entirety by reference to, the full text of the Series C Designations and the
Series C Amendment, which are attached as Exhibit 3.1 and 3.2 to this Current
Report on Form 8-K and are incorporated herein by reference.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change
in Fiscal Year
See the
information set forth in Item 3.03 to this Current Report on Form
8-K.
Item
5.07 Submission of Matters to a Vote of Security
Holders.
On
January 19, 2011, the sole holder of outstanding Series C Stock approved of the
adoption and filing of the Series C Amendment described in Item 3.03 to this
Current Report on Form 8-K, pursuant to a written consent of the sole holder in
lieu of a meeting. See the information set forth in Item 3.03 to this
Current Report on Form 8-K.
In
addition, the Annual Meeting (the “Annual Meeting”) of the holders of class A
common stock and series C preferred stock (the “Stockholders”) of the Company
was held on Thursday, January 6, 2011.
At the
Company’s Annual Meeting, the Stockholders elected each of the following
incumbent directors to the Company’s Board of Directors to serve until the next
annual meeting of the Stockholders in 2012, or until his earlier resignation or
removal, with the results of such voting shown below:
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Nominee
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Number of
Votes For
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Number of
Votes Withheld
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Number of
Broker Non-Votes
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Richard
J. Berman
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5,359,577
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2,618,087
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13,011,865
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Kim
D. Cooke
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5,141,196
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2,836,468
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13,011,865
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Paul
D. Lapides
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5,360,529
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2,617,135
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13,011,865
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John
S. Simon
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5,366,667
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2,610,997
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13,011,865
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Thomas
J. Stallings
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5,366,317
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2,611,347
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13,011,865
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At the
Annual Meeting, the Stockholders also ratified the appointment of Friedman LLP
as the Company’s independent registered public accounting firm for the fiscal
year ending July 31, 2011, with the results of such voting shown
below:
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Accounting Firm
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Number of
Votes For
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Number of
Votes Against
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Number of
Abstentions
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Number of
Broker Non-Votes
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Friedman
LLP
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20,118,643
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90,443
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780,443
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0
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Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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3.1
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Certificate
of Powers, Designations, Preferences and Relative, Participating, Optional
and Other Special Rights of the Series C Convertible Redeemable Preferred
Stock of Internet Commerce Corporation, dated January 5, 2000, as filed
with the Secretary of State of Delaware on January 6, 2000 (Incorporated
by reference to Exhibit 3(i).4 to the Company’s Quarterly Report on Form
10-Q for the quarter ended October 31, 2009 (File No. 001-34446), as filed
with the Securities and Exchange Commission on December 4,
2009).
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3.2
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Certificate
of Amendment to the Certificate of Incorporation of EasyLink Services
International Corporation, dated January 20, 2011, as filed with the
Secretary of State of Delaware on January 20,
2011.
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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.
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EasyLink
Services International Corporation
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By:
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/s/ Glen E. Shipley
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Glen
E. Shipley
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Chief
Financial Officer
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Dated: January
25, 2011
3
EXHIBIT
INDEX
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Exhibit Number
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Description
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3.1
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Certificate
of Powers, Designations, Preferences and Relative, Participating, Optional
and Other Special Rights of the Series C Convertible Redeemable Preferred
Stock of Internet Commerce Corporation, dated January 5, 2000, as filed
with the Secretary of State of Delaware on January 6, 2000 (Incorporated
by reference to Exhibit 3(i).4 to the Company’s Quarterly Report on Form
10-Q for the quarter ended October 31, 2009 (File No. 001-34446), as filed
with the Securities and Exchange Commission on December 4,
2009).
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3.2
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Certificate
of Amendment to the Certificate of Incorporation of EasyLink Services
International Corporation, dated January 20, 2011, as filed with the
Secretary of State of Delaware on January 20,
2011.
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