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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
FEBRUARY 8, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 8, 2000, Mail.com, Inc. ("Mail.com") completed its
acquisition of NetMoves Corporation ("NetMoves") pursuant to an Agreement and
Plan of Merger dated as of December 11, 1999 (the "Merger Agreement") among
Mail.com, NetMoves and Mast Acquisition Corp., a wholly-owned subsidiary of
Mail.com ("Merger Sub"). Merger Sub merged with and into NetMoves, with NetMoves
surviving as a wholly-owned subsidiary of Mail.com (the "Merger"). NetMoves
plans to promptly change its name to Mail.com Business Messaging Services, Inc.
In the Merger, each outstanding share of NetMoves 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 fractional shares of Mail.com Class A
common stock. All outstanding options and certain outstanding warrants to
purchase NetMoves 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 NetMoves common stock underlying the options and warrants would have
been converted in the Merger.
A copy of Mail.com's press release announcing the completion of the
Merger is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
American Stock Transfer & Trust Company is serving as exchange agent for
the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The financial statements will be filed on or before the sixtieth day
following the date that this Current Report on Form 8-K was required to be
filed.
(b) Pro Forma Financial Information.
The pro forma financial information will be filed on or before the
sixtieth day following the date that this Current Report on Form 8-K was
required to be filed.
(c) Exhibits.
99.1 Press Release Dated February 9, 2000 Announcing the
Completion of Mail.com's Acquisition of NetMoves.
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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: February 10, 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 February 9, 2000 Announcing the Completion of
Mail.com's Acquisition of NetMoves.
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Exhibit 99.1
MAIL.COM COMPLETES NETMOVES ACQUISITION
-Now Leads Internet Business Messaging Market with Largest Corporate
Customer Base-
NEW YORK, NY - February 9, 2000 - Mail.com, Inc. (NASDAQ: MAIL), a leading
global provider of Internet messaging services to the business and the consumer
markets, today announced the successful completion of the acquisition of
NetMoves Corporation (NASDAQ: NTMV), the global leader in Internet fax. With
this acquisition, the NetMoves team joins Mail.com's existing Business Messaging
organization. Mail.com had previously announced a definitive acquisition
agreement to acquire NetMoves on December 13, 1999.
This acquisition solidifies Mail.com's Business Messaging Division as the leader
in the business messaging market and rapidly expands the Company's international
presence. Finalizing the merger gives Mail.com the largest base of corporate
customers in the industry, a comprehensive suite of Internet messaging services
to meet the ever-growing applications and connectivity needs of the corporate
enterprise, and the technology, sales and servicing infrastructure required to
revolutionize the way companies move information.
As a one-stop resource for Internet messaging services, Mail.com now helps over
8,500 corporate customers worldwide manage the explosive growth of Internet
messaging more reliably, accessibly and cost-effectively. The Company's expanded
business messaging services now include e-mailbox hosting, virus protection,
spam blocking, and content filtering, integrated e-mail and fax for the
corporate desktop, enterprise high-volume broadcast services and production
applications, and messaging-based e-commerce solutions. The combined entity now
serves business customers that include ADP, American Express, Continental
Airlines, Disney, J.D. Power, Mercedes Benz, Norwegian Cruise Line, New York
Times, PPG Industries, WorldSpan and Yahoo!.
"Mail.com now offers a broad range of integrated messaging solutions through an
established business to business sales force," said Gerald Gorman, chairman and
chief executive officer of Mail.com. "With the addition of NetMoves, Mail.com's
Business Messaging Services Division has grown to over 200 professionals focused
solely on the corporate enterprise. We also gain a technology infrastructure of
IP network facilities in 20 key countries, plus an international reseller
network in 70 countries. We have now significantly accelerated our international
expansion and have emerged as the global leader in the industry."
Tom Murawski, chairman and chief executive officer of NetMoves Corporation, has
joined Mail.com as the CEO of its Business Messaging Services Division and a
member of the Company's Board of Directors. Murawski, who was instrumental in
establishing NetMoves as the leading provider of Internet document delivery
solutions, brings to Mail.com over 25 years of senior management experience as
NetMoves' CEO and President and General Manager of ITT World Communications.
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"We believe that Mail.com's Business Messaging Services Division combined with
our existing customer relationships and ability to satisfy the wide range of
corporate messaging needs make Mail.com the Company to beat in the Internet
messaging space," said Murawski.
About Mail.Com
Mail.com, Inc. 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 e-mailbox hosting, Internet fax services and
gateway services, such as virus scanning, spam blocking and content filtering.
The Company has the largest corporate customer base in the business messaging
market, including ADP, Continental Airlines, Mercedes Benz and Yahoo! In the
consumer market, Mail.com provides Web-based e-mail services or Webmail to
Internet Service Providers (ISPs) including several of the world's top ISPs such
as EarthLink, 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) 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 reports and documents
filed from time to time with the Securities and Exchange Commission.
Contact:
Mail.com, Inc.
Kathleen Holmes Robb, Director, Investor Relations
212/425-4200 x376
[email protected]
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