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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 16, 2001
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
As a result of the previously announced appointment of Thomas Murawski
as Chief Executive Officer of the Company, the Board of Directors of the Company
has approved the grant of options to purchase 1,700,000 shares of Class A common
stock of the Company (the "Stock Options") to Mr. Murawski. The grant will be
made 10 days after the mailing of a notice to record shareholders of the Company
of such grant. The notice is being sent in lieu of a shareholder meeting
pursuant to the requirements of the NASDAQ Stock Market. A copy of the form of
notice to record shareholders is attached hereto as Exhibit 99.1.
The Company expects that the Stock Options will have an exercise price
equal to the fair market value of the Class A common stock on the date of grant.
The Stock Options will vest 25% on October 26, 2001 and quarterly thereafter
over three years and will expire upon the earlier of ten years after the date of
grant and a specified number of days after termination of employment depending
upon the reason for termination. The vesting of fifty percent of any unvested
options will accelerate upon a change of control of the Company, and 25% of the
remaining unvested options will vest on the first anniversary of such change of
control to the extent not otherwise vested on such first anniversary and the
remaining 25% on the second anniversary of such change of control to the extent
not otherwise vested on such second anniversary.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Form of Notice To Record Shareholders of Mail.com, Inc.
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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 17, 2001
MAIL.COM, INC.
By: /s/ THOMAS MURAWSKI
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Thomas Murawski
Chief Executive Officer
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EXHIBIT INDEX
Exhibit 99.1 Form of Notice to Record Shareholders of Mail.com, Inc.
