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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)
OCTOBER 27, 2000
MAIL.COM, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 000-26371 13-3787073
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
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11 BROADWAY, 6TH FLOOR
NEW YORK, NY 10004
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(Address of principal executive offices)
Registrant's telephone number, including area code (212) 425-4200
N/A
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Former Name or Former Address, if Changed Since Last Report
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ITEM 5. OTHER EVENTS
On October 26, 2000, Mail.com, Inc. ("Mail.com") announced that it has
retained SG Cowen to sell its advertising network business and that it will
focus exclusively on its established outsourced messaging business. Mail.com
currently provides two primary categories of services other than the services
provided by its World.com subsidiary. Its outsourced messaging business services
include a comprehensive suite of outsourced messaging services to enterprises,
carriers, ISPs and Web sites. Its advertising network services include highly
targeted e-mail-based advertising and permission marketing solutions to
publishers and marketers.
In a separate press release, Mail.com also announced several senior
management promotions. Thomas Murawski, Chief Executive Officer of Mail.com's
outsourced messaging business, was named Chief Executive Officer of Mail.com.
Gerald Gorman, current Chairman of the Board and Chief Executive Officer and
co-founder of Mail.com, will continue as Chairman with a full time focus on
strategic and financial initiatives. Brad Schrader, President of Mail.com's
outsourced messaging business, was named President of Mail.com. Current Mail.com
President Lon Otremba has been appointed Vice-Chairman of the Board of
Directors.
In connection with its third quarter earnings release, Mail.com announced
that as a result of its decision to focus on its outsourced messaging business
and its drive to profitability, it is streamlining the organization, taking
advantage of lower cost areas and further integrating its technology and
operational infrastructures. Mail.com expects that this will result in
restructuring and rationalization charges of $8-10 million. It expects that the
majority of these charges will be taken in the fourth quarter of 2000 and the
remainder will be taken in the first quarter of 2001.
This report may contain statements of a forward-looking nature relating to
the future events or the future financial results of Mail.com. Investors are
cautioned that such statements are only predictions and that actual events or
results may differ materially. In evaluating such statements, investors should
specifically consider the various factors that could cause actual events or
results to differ materially from those indicated from such forward-looking
statements. These include: historic and continuing losses; the need to raise
additional capital in the future; significant leverage; potential obstacles in
the development of the market for Internet messaging and collaboration services
outsourcing, such as concerns about security and reliability, the ability to
attract additional customers or to expand services sold to existing customers;
significant competition; computer system failure and interruption of service;
the risks of international operations, including regulatory uncertainties; the
risks inherent in an acquisition strategy; and the ability to sell Mail.com's
advertising network business upon favorable terms or at all. These and other
risks and uncertainties are described in more detail in Mail.com's most recent
prospectus filed with the Securities and Exchange Commission and in subsequent
filings with the Securities and Exchange Commission.
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: October 27, 2000
MAIL.COM, INC.
By:/s/ Debra McClister
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Debra McClister, Executive Vice
President and Chief Financial
Officer
