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Filed Pursuant to Rule 424(b)3
Registration No. 333-94807
SUPPLEMENT DATED JANUARY 25, 2000 TO
PROXY STATEMENT/PROSPECTUS DATED JANUARY 18, 2000
FOR THE SPECIAL MEETING OF STOCKHOLDERS
OF
NETMOVES CORPORATION
The proxy statement/prospectus for the special meeting of the
stockholders of NetMoves Corporation to be held on February 8, 2000 is hereby
amended and supplemented to reflect the recent developments set forth below.
PRICING OF MAIL.COM'S OFFERING OF CONVERTIBLE SUBORDINATED NOTES
On January 21, 2000, Mail.com, Inc. announced the pricing of its
previously announced Rule 144A offering of $100 million principal amount of
convertible subordinated notes. The transaction is expected to close on
Wednesday, January 26, 2000. Mail.com has granted to the initial purchasers an
option to purchase 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 Mail.com 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
Mail.com on or after February 5, 2003. Prior to February 5, 2003, the notes are
subject to call if the closing price of Mail.com's common stock exceeds a
specified percentage of the conversion price for at least 20 trading days within
a period of 30 consecutive trading days.
RECEIPT OF ANTITRUST CLEARANCE
Completion of the proposed merger described in the proxy
statement/prospectus is conditioned on the expiration or termination of waiting
periods under applicable antitrust laws. On January 19, 2000, the Federal Trade
Commission and the Department of Justice granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
MAIL.COM BEGINS PROVIDING WEBMAIL SERVICE FOR EARTHLINK
On January 20, 2000, Mail.com announced that it has commenced providing
Webmail service for Earthlink, a leading Internet service provider.
