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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): May 25, 1999
MINDSPRING ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-27890 58-2113290
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1430 WEST PEACHTREE ST., SUITE 400, ATLANTA, GA 30309
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(Address of principal executive offices)
Registrant's telephone number, including area code: (404) 815-0770
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ITEM 5. OTHER EVENTS.
MindSpring Enterprises, Inc. ("MindSpring") announced on May 25,
1999 that its Board of Directors has declared a two-for-one stock split to be
effected in the form of a stock dividend. MindSpring issued a press release on
May 25, 1999 describing the stock split and providing additional information
about MindSpring. Such press release is filed as Exhibit 99 hereto and is
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99. Press release
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SIGNATURES
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.
MINDSPRING ENTERPRISES, INC.
/s/ Samuel R. DeSimone, Jr.
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Samuel R. DeSimone, Jr.
Executive Vice President and
General Counsel
Date: May 27, 1999
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
99. Press release
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EXHIBIT 99
NEWS RELEASE
Release Dates: Immediate
Media Contact: Ed Hansen Investor Contact: Debbie Isbitts
(404) 287-0893 (404) 815-0770, Ext. 22583
[email protected] [email protected]
MINDSPRING ANNOUNCES TWO-FOR-ONE STOCK SPLIT
ATLANTA (May 25, 1999) MindSpring Enterprises, Inc. (NASDAQ: MSPG) today
announced that its Board of Directors has declared a two-for-one stock split in
the form of a stock dividend.
The record date for the stock split will be June 11, 1999. Stockholders
of record at the market close on that date will receive one additional share of
MindSpring common stock for each share held. Distribution of the additional
shares will take place on June 25, 1999. The stock split is subject to the
filing with the Delaware Secretary of State of a Certificate of Amendment to
MindSpring's Certificate of Incorporation that increases the number of
authorized shares of MindSpring Common Stock. This amendment, which was approved
by MindSpring stockholders today, is expected to be filed tomorrow, May 26,
1999.
"We are extremely pleased to announce this two-for-one stock split,"
Charles M. Brewer, MindSpring's Chairman and Chief Executive Officer, said. "We
believe this action will help widen the distribution and enhance the
marketability of MindSpring's common stock and bring the price per share of
MindSpring's common stock and number of shares outstanding into a range which
should generate increased interest from current and new shareholders."
ABOUT MINDSPRING
MindSpring Enterprises, Inc. (Nasdaq:MSPG) is a leading Internet service
provider focused on delivering outstanding service and support to its customers.
By following its Core Values And Beliefs, MindSpring is committed to doing an
exceptional job of serving its customers, its employees, its owners and its
community. MindSpring's dial-up subscribers can browse the World Wide Web, send
electronic mail, participate in informative online chats and access over 20,000
newsgroups. MindSpring offers local Internet service in more than 825 locations
throughout the United States. MindSpring is also a leading provider of Web
Hosting services and domain registrations. For more information about
MindSpring's services, please visit the Web site <http://www.mindspring.net/> or
call 1-888-MSPRING.
MINDSPRING HAS RECEIVED THE FOLLOWING AWARDS & RECOMMENDATIONS:
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- - 1998 MVP Award for Best National ISP, "It's a no-brainer for Internet access
and small-biz Web hosting." -- PC Computing, January 1999. Reiterated as a
five-star Top Pick for Best Small Business ISP, May 1999 -- "This provider
proves that choosing an ISP for business doesn't have to be painful."
- - 1998 HOC 100 Editor's Gold Award for Internet Service Provider, "Neither
consumer-cute nor no-frills/no-fun, MindSpring is both the easiest and most
efficient ISP for home-based workers.@ -- Home Office Computing, December
1998.
- - World Class Award for Best ISP, "It's hard to improve on what readers tell
us is the best support in the business," -- PC World, July 1998.
- - Best ISP Start Page, "Organized, comprehensive, and friendly -- in other
words, a great place to start," FamilyPC, July 1998.
- - Buy It recommendation of MindSpring as the national ISP providing the best
value, ". . .its software selection beats the pants off the competition,
and MindSpring's technical support gets our nod as the best overall," --
CNET: The Computer Network, November 1997 (Reiterated July 1998).
- - Best Buy, "This company prides itself on being 'patient,'" Smart Money
Interactive, June 1998.
- - "Best Buy" for Web Hosting, Home Office Computing, April 1998.
