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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)
SEPTEMBER 14, 2000
MAIL.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-26371 13-3787073
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of I.D. No.)
incorporation)
11 BROADWAY, 6TH FLOOR
NEW YORK, NY 10004
(Address of principal executive offices)
Registrant's telephone number, including area code (212) 425-4200
N/A
Former Name or Former Address, if Changed Since Last Report
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ITEM 5. OTHER EVENTS
On September 13 and September 22, 2000, India.com, Inc. ("India.com"),
an indirect, majority-owned subsidiary of Mail.com, Inc. ("Mail.com"), completed
a private placement of an aggregate of $14.2 million of its Series A convertible
preferred stock (the "Preferred Shares") to private investors, including EMC
Investment Corporation, Sycamore Ventures's AsiaStar IT Fund, The Kaufmann Fund
and related investors and funds affiliated with Primus Venture Partners
(collectively, the "Purchasers"). The Preferred Shares represent approximately
11.0% of the outstanding capital stock of India.com, subject to adjustment as
described below. The remaining capital stock of India.com is held by Mail.com
and its wholly-owned subsidiary, WORLD.com, Inc.
The holders of the Preferred Shares are entitled to non-cumulative
dividends on an as-if-converted basis in an amount equal to the equivalent
dividend per share declared on Class A Stock. It is not anticipated that
dividends will be paid on the Class A Stock in the near future. The liquidation
preference for the Preferred Shares is equal to the initial purchase price per
Preferred Share, plus an amount equal to 8% per annum on such initial purchase
price. After an equal aggregate payment is made to holders of India.com's common
stock, the holders of Preferred Shares and the holders of India.com's common
stock shall be entitled to receive all remaining distributions.
The Preferred Shares are convertible into shares of India.com's Class A
common stock (the "Class A Stock") at the initial purchase price of the
Preferred Shares, subject to customary anti-dilution adjustments. The Preferred
Shares conversion price will also be subject to reduction if the effective sales
price in India.com's next significant third party equity financing does not
represent a 33% premium to the then current conversion price. If this adjustment
is triggered, Mail.com will be required to contribute to India.com the
incremental shares of Class A Stock that would be issuable to the holders of
Preferred Shares upon conversion as a result of the adjustment. The Preferred
Shares will be automatically converted into Class A Stock upon the consent of a
majority of the holders of Preferred Shares, the closing of a public offering of
the Class A Stock at a specified minimum price, the trading of the Class A Stock
on a major stock exchange at a specified minimum price or specified transactions
involving the sale of India.com.
The holders of Preferred Shares will vote together with the holders of
Class A Stock and India.com's Class B common stock on an as-if-converted basis.
The holders of Preferred Shares have customary pre-emptive rights on issuance of
certain new equity securities of India.com, and the Class A Stock issued upon
conversion of the Preferred Shares will be entitled to customary demand and
piggyback registration rights. Sycamore Ventures has been granted the right to
designate a member of India.com's board of directors for so long as it continues
to hold a majority of the Preferred Shares originally issued to it and its
related investors.
Pursuant to an Exchange Agreement among Mail.com, India.com and the
Purchasers, each of the Purchasers may elect to exchange the Purchaser's
Preferred Shares for Mail.com's Class A common stock (the "Mail.com Common
Stock") during the 60 days following the first anniversary of the sale of the
Preferred Shares for a price equal to the lower of $6.00 and the closing price
of Mail.com Common Stock on Nasdaq on the first anniversary, subject to a floor
of $4.50 per share. Any Mail.com Common Stock issued pursuant to the Exchange
Agreement will be subject to demand and piggyback registration rights.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
None
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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: September 22, 2000
MAIL.COM, INC.
By: /s/LON OTREMBA
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Lon Otremba, President
