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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NETMOVES CORPORATION
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(Name of Issuer)
Common Stock, $0.000001 par value per share
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(Title of Class of Securities)
31210L-10-4
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(CUSIP Number)
Gary Millin
President
Mail.com, Inc.
11 Broadway, 6th Floor
New York, NY 10004
with a copy to:
Ronald A. Fleming, Jr., Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, NY 10004-1490
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 8, 2000
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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 that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
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CUSIP NO. 31210L-10-4 Page 2 of 6
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Mail.com, Inc. I.R.S. I.D. # 13-3787073
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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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 ITEM 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES 19,169, 296
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
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EACH PERSON 9. SOLE DISPOSITIVE POWER
WITH 19,169, 296
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,169, 296
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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)
100%
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14. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 31210L-10-4 Page 3 of 6
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1. NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gerald Gorman
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK 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
Australia
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NUMBER OF 7. SOLE VOTING POWER
SHARES 19,169, 296
BENEFICIALLY -----------------
OWNED BY 8. SHARED VOTING POWER
EACH PERSON 0
WITH -----------------
9. SOLE DISPOSITIVE POWER
19,169, 296
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,169, 296
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14. TYPE OF REPORTING PERSON
IN
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CUSIP NO. 31210L-10-4
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Page 4 of 6
This statement, dated February 22, 2000, constitutes Amendment No. 1 to
the Schedule 13D (the "Schedule 13D"), dated December 21, 1999, regarding the
common stock (the "Issuer Common Stock"), of NetMoves Corporation (subsequently
renamed Mail.com Business Messaging Services, Inc.), a Delaware corporation (the
"Issuer"). All capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Schedule 13D.
This statement is being filed by Mail.com, Inc., a Delaware corporation
("Mail.com") and by Gerald Gorman (collectively, the "Filing Parties"), in
accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). It shall refer only to information which has materially
changed since the filing of the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
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On February 8, 2000, Mail.com completed its acquisition of the Issuer
pursuant to an Agreement and Plan of Merger dated as of December 11, 1999 (the
"Merger Agreement") among Mail.com, the Issuer and Mast Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Mail.com ("Merger Sub").
Merger Sub merged with and into the Issuer, with the Issuer surviving as a
wholly-owned subsidiary of Mail.com (the "Merger").
In the Merger, (i) each issued and outstanding share of Issuer Common
Stock was converted into the right to receive 0.385336 shares of Mail.com Class
A common stock, with cash being paid in lieu of any fractional shares of
Mail.com Class A common stock that would otherwise be issuable, (ii) all
outstanding options and certain outstanding warrants to purchase Issuer Common
Stock were converted into options and warrants to purchase the number of shares
of Mail.com Class A common stock into which the shares of Issuer Common Stock
underlying the options and warrants would have been converted in the Merger (the
"Merger Consideration"), and (iii) each issued and outstanding share of Merger
Sub common stock was converted into one share of Issuer Common Stock.
Item 4. Purpose of Transaction.
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(a)-(b) As described in Item 3 above, this statement relates to the
Merger.
(c) Not applicable.
(d) In the Merger, (i) the directors of the Issuer were replaced by the
directors of Merger Sub immediately prior to the effective time of the Merger,
and (ii) the officers of the Issuer were replaced by the officers of Merger Sub
immediately prior to the effective time of the Merger. In addition, Thomas
Murawski, President, Chief Executive Officer and Chairman of the Issuer
immediately prior to the Merger, became Chief Executive Officer of the Issuer.
(e) Other than as a result of the Merger, not applicable.
(f) Not applicable.
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CUSIP NO. 31210L-10-4
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(g) In the Merger, (i) the certificate of incorporation of the Issuer
was amended to be the same as the certificate of incorporation of Merger Sub,
except that the name of the surviving corporation was NetMoves Corporation, and
(ii) the bylaws of the Issuer were replaced by the bylaws of Merger Sub as in
effect immediately prior to the effective time of the Merger. On February 11,
2000, NetMoves Merger Subsidiary Corp., a Delaware corporation and a
wholly-owned subsidiary of the Issuer, merged with and into the Issuer, with the
Issuer being the surviving corporation of the merger (the "Subsidiary Merger").
Pursuant to the Subsidiary Merger, the name of the Issuer was changed to
Mail.com Business Messaging Services, Inc.
(h)-(i) On February 8, 2000, upon consummation of the Merger, the
Issuer Common Stock was de-listed from The Nasdaq National Market. On February
10, 2000, the Issuer filed a Form 15 with the Commission certifying that Issuer
Common Stock was held of record by less than 300 persons and requesting
termination of registration pursuant to Rule 12g-4 under the Exchange Act.
(j) Except as described in this Item 4, neither of the Filing Parties
nor, to Mail.com's knowledge, any person named in Schedule A of the Schedule 13D
currently has any plans or proposals which relate to, or may result in, any of
the matters listed in Items 4(a)-(i) of this statement (although the Filing
Parties reserve the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
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(a) As a result of the Merger, Mail.com may be deemed to beneficially
own an aggregate of 19,169,296 shares of Issuer Common Stock, representing 100%
of the shares of Issuer Common Stock outstanding on February 8, 2000. Mr.
Gorman, because he controls a majority of the voting power of Mail.com's common
stock, may be deemed to possess the sole power to vote or direct the vote of
(and, as a result, may be deemed to beneficially own) the 19,169,296 shares
referred to above. Mr. Gorman disclaims beneficial ownership of such shares.
(b) As a result of the Merger, Mail.com has the sole power to vote or
direct the vote of (and, as a result, may be deemed to beneficially own) 19,169,
296 shares of Issuer Common Stock, representing 100% of the shares of Issuer
Common Stock outstanding on February 8, 2000. To Mail.com's knowledge, except as
described in the following sentence, no shares of Issuer Common Stock are
beneficially owned by any of the persons named in Schedule A of the Schedule
13D. Mr. Gorman, because he controls a majority of the voting power of
Mail.com's common stock, may be deemed to possess the sole power to vote or to
direct the vote of (and, as a result, may be deemed to beneficially own) the
19,169,296 shares of Issuer Common Stock referred to above. Mr. Gorman
disclaims any beneficial ownership of such shares.
(c) Except as described in Items 3 and 4 above, neither of the Filing
Parties nor, to the knowledge of Mail.com, any person named in Schedule A of the
Schedule 13D has effected any transaction in the Issuer Common Stock during the
past 60 days.
(d) As a result of the Merger, Mail.com possesses all powers, rights
and privileges with respect to the Issuer Common Stock, including but not
limited to the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, such shares of Issuer Common
Stock.
(e) Not applicable.
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CUSIP NO. 31210L-10-4
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 22, 2000
MAIL.COM, INC.
By: /s/ Gerald Gorman
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Gerald Gorman
Chairman and Chief Executive Officer
/s/ Gerald Gorman
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Gerald Gorman
