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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)
JANUARY 21, 2000
MAIL.COM, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-26371 13-3787073
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
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 January 21, 2000, Mail.com, Inc. issued a press release announcing
the pricing of its previously announced Rule 144A offering of Convertible
Subordinated Notes. The press release is attached hereto as Exhibit 99.1 and is
incorporated in its entirety herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
99.1 Press Release Dated January 21, 2000 Announcing
Pricing of Mail.com, Inc.'s Convertible Subordinated
Notes Offering.
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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: January 24, 2000
MAIL.COM, INC.
By: /s/ Gary Millin
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Gary Millin, President
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EXHIBIT INDEX
Exhibit
99.1 Press Release Dated January 21, 2000 Announcing Pricing of Mail.com,
Inc.'s Convertible Subordinated Notes Offering.
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Exhibit 99.1
Mail.com Prices Convertible Subordinated Notes Offering
NEW YORK--Jan. 21, 2000--Mail.com, Inc. (NASDAQ: MAIL - news) today announced
that it has completed pricing of its previously announced private offering of
$100 million principal amount of convertible subordinated notes, and that the
transaction is expected to close on Wednesday, January 26, 2000. The Company has
granted to the initial purchasers an additional $25 million principal amount of
convertible subordinated notes to cover any over-allotments. The notes will
mature on February 1, 2005, will bear interest at 7.0% per annum, payable
semi-annually, and will be convertible, at the option of the holder, into shares
of Class A common stock of the Company at a conversion price of $18.95 per
share, or 52.77 shares for each $1,000 principal amount. The notes are subject
to call by the Company on or after February 5, 2003. Prior to February 5, 2003,
the notes are subject to call should the closing price of the Company's common
stock exceed a specified percentage of the conversion price for at least 20
trading days within a period of 30 consecutive trading days.
Proceeds from the offering will be used to finance potential acquisitions,
finance international expansion, develop the Company's domain name properties,
expand sales and marketing activities, hire additional personnel and fund other
general corporate purposes.
The notes will not be registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from the requirements under such act.
About Mail.Com
Mail.com is a leading global provider of Internet messaging services to
businesses, ISPs, Web sites and direct to consumers. In the business market,
Mail.com provides outsourced mailbox hosting and gateway services, such as virus
scanning, spam blocking and content filtering. Among the Company's corporate
accounts are Continental Airlines and Mercedes Benz. Mail.com provides Web-based
e-mail services or Webmail to Internet Service Providers (ISPs), including seven
of the top ISPs in the world such as EarthLink, Cable & Wireless, GTE, Juno and
Prodigy. The Company also partners with top branded Web sites, including NBC,
CBS SportsLine, iWon.com, CNET, Snap.com and DellNet.com to provide Webmail
services to their users. In addition, Mail.com serves the consumer market
directly through the Mail.com flagship site at www.mail.com.
Information about Mail.com (NASDAQ: MAIL - news) is available at
http://corp.mail.com.
This news release 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 which could cause actual events or
results to differ materially from those indicated from such forward-looking
statements, including the matters set forth in Mail.com's reports and documents
filed from time to time with the Securities and Exchange Commission.
Contact:
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Mail.com, Inc.
Kathleen Holmes Robb, Director, Investor Relations
212/425-4200 x376
[email protected]
