-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Krsto3BYmeqtpJDL63twRTKznTUglTv+Y532aLbELRsfzv53xfYFm77+e8bKMQf2 OzejtgcWCwZ5im05XgOZxw== 0001144204-09-023940.txt : 20090505 0001144204-09-023940.hdr.sgml : 20090505 20090504194416 ACCESSION NUMBER: 0001144204-09-023940 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090505 DATE AS OF CHANGE: 20090504 GROUP MEMBERS: CHANNEL PARTNERSHIP II, LP GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EASYLINK SERVICES INTERNATIONAL CORP CENTRAL INDEX KEY: 0000894738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133645702 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48809 FILM NUMBER: 09795112 BUSINESS ADDRESS: STREET 1: 6025 THE CORNERS PARKWAY STREET 2: SUITE 100 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 678-533-8000 MAIL ADDRESS: STREET 1: 6025 THE CORNERS PARKWAY STREET 2: SUITE 100 CITY: NORCROSS STATE: GA ZIP: 30092 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET COMMERCE CORP DATE OF NAME CHANGE: 19980929 FORMER COMPANY: FORMER CONFORMED NAME: INFOSAFE SYSTEMS INC DATE OF NAME CHANGE: 19940914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 SC 13D 1 v148043_sc13d.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
EasyLink Services International Corporation
(formerly known as Internet Commerce Corporation)

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

277858106

(CUSIP Number)

Nelson Obus
 Wynnefield Capital, Inc.
450 Seventh Avenue, Suite 509
New York, New York 10123

Copy to:
Gersten Savage LLP
600 Lexington Avenue
New York, NY 10022
(212) 752-9700 Fax: (212) 980-5192
Attention: David E. Danovitch, Esq.

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
April 28, 2009

 (Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 
CUSIP No. 277858106
 
 
   
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value LP
TAX ID #: 13-3688497
 
2
(a)  o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
Number of Shares Beneficially
Owned By Each Reporting
Person With
7
SOLE VOTING POWER
 
684,234 shares
 
8
SHARED VOTING POWER
 
0
 
 
9
SOLE DISPOSITIVE POWER
 
684,234 shares 
 
10
SHARED DISPOSITIVE POWER
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
684,234 shares 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
2.82%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 

 
 
CUSIP No. 277858106
 
   
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value LP I
TAX ID #: 13-3953291
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)  o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
Number of Shares Beneficially
Owned By Each Reporting
Person With
7
SOLE VOTING POWER
 
1,058,460 shares
 
 
8
SHARED VOTING POWER
 
0
 
 
9
SOLE DISPOSITIVE POWER
 
1,058,460 shares
 
 
10
SHARED DISPOSITIVE POWER
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,058,460 shares
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
4.37%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 

 
 
CUSIP No. 277858106
 
   
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund Ltd.
TAX ID #: N/A
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)  o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
 
Number of Shares Beneficially
Owned By Each Reporting
Person With
7
SOLE VOTING POWER
 
720,032 shares
 
 
8
SHARED VOTING POWER
 
0
 
 
9
SOLE DISPOSITIVE POWER
 
720,032 shares
 
 
10
SHARED DISPOSITIVE POWER
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
720,032 shares
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
2.97%
 
14
TYPE OF REPORTING PERSON
CO

 
 

 
 
CUSIP No. 277858106
 
   
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Channel Partnership II, LP
TAX ID #: 22-3215653
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)  o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
 
 
Number of Shares Beneficially
Owned By Each Reporting
Person With
7
SOLE VOTING POWER
 
20,000 shares
 
 
8
SHARED VOTING POWER
 
0
 
 
9
SOLE DISPOSITIVE POWER
 
20,000 shares
 
 
10
SHARED DISPOSITIVE POWER
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
20,000 shares
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
0.08%
 
14
TYPE OF REPORTING PERSON
PN

 
 

 
 
CUSIP No. 277858106
 
   
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. Profit Sharing Plan
TAX ID #: 13-3688495
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)  o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
Number of Shares Beneficially
Owned By Each Reporting
Person With
7
SOLE VOTING POWER
 
40,000 shares
 
 
8
SHARED VOTING POWER
 
0
 
 
9
SOLE DISPOSITIVE POWER
 
40,000 shares
 
 
10
SHARED DISPOSITIVE POWER
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
40,000 shares
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
0.16%
 
14
TYPE OF REPORTING PERSON
CO

 
 

 
 
CUSIP No. 277858106
 
   
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC
TAX ID #: 13-4018186
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)  o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
N/A
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York  
 
 
Number of Shares Beneficially
Owned By Each Reporting
Person With
7
SOLE VOTING POWER
 
1,742,694 shares (1)
 
 
8
SHARED VOTING POWER
 
0
 
 
9
SOLE DISPOSITIVE POWER
 
1,742,694 shares (1)
 
 
10
SHARED DISPOSITIVE POWER
 
0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,742,694 shares (1)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
7.19%
 
14
TYPE OF REPORTING PERSON
 
OO

(1)  Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.

 
 

 
 
CUSIP No. 277858106

   
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc.
TAX ID #: 13-3688495
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)  o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
N/A
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York 
 
 
Number of Shares Beneficially
Owned By Each Reporting
Person With
7
SOLE VOTING POWER
 
720,032 shares (1)
 
 
8
SHARED VOTING POWER
 
0
 
 
9
SOLE DISPOSITIVE POWER
 
720,032 shares (1)
 
 
 
10
SHARED DISPOSITIVE POWER
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
720,032 shares (1)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
2.97%
 
14
TYPE OF REPORTING PERSON
 
CO

 (1)  Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

 
 

 
 
CUSIP No. 277858106
 
   
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)  o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
N/A
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
 
 
Number of Shares Beneficially
Owned By Each Reporting
Person With
7
SOLE VOTING POWER
 
2,522,726 shares (1)
 
 
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
2,522,726 shares (1)
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,522,726 shares (1)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
10.41%
 
14
TYPE OF REPORTING PERSON
 
IN
 
 
 

 



(1)           Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd., Channel Partnership II, L.P. and Wynnefield Capital, Inc. Profit Sharing Plan, because he is a co-managing member of Wynnefield Capital Management, LLC, a principal executive officer of Wynnefield Capital, Inc. (the investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd.), the general partner of Channel Partnership II, L.P. and the portfolio manager of Wynnefield Capital, Inc. Profit Sharing Plan.  The filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect to Mr. Obus, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest.  Mr. Obus disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

 
 

 
 

CUSIP No. 277858106
 
   
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)  o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
N/A
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
 
 
Number of Shares Beneficially
Owned By Each Reporting
Person With
7
SOLE VOTING POWER
 
2,462,726 shares (1)
 
 
8
SHARED VOTING POWER
 
0
 
 
9
SOLE DISPOSITIVE POWER
 
2,462,726 shares (1)
 
 
 
10
SHARED DISPOSITIVE POWER
 
0
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,462,726 shares (1)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
10.16%
 
14
TYPE OF REPORTING PERSON
 
IN
 
 
 

 
 
 
 
(1)           Mr. Landes may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, and Wynnefield Small Cap Value Offshore Fund, Ltd., because he is a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. (the investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd.). The filing of this Statement and any future amendment by Mr. Landes, and the inclusion of information herein and therein with respect to Mr. Landes, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest.  Mr. Landes disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.


 
 

 
 
SCHEDULE 13D
 
Item 1.                      Security and Issuer

This Schedule 13D relates to shares of Class A Common stock, $0.01 par value per share (the “Common Stock”) of EasyLink Services International Corporation (formerly Internet Commerce Corporation), a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 6025 The Corners Parkway, Suite 100, Norcross, GA 30090.

Item 2.                      Identify and Background.

(a)-(c) and (f) This Schedule 13D is filed by the following reporting persons (collectively, the “Wynnefield Reporting Persons”). Each has a business address at 450 Seventh Avenue, Suite 509, New York, New York 10123:
 
1.  
Wynnefield Partners Small Cap Value, L.P., private investment companies organized as limited partnerships under the laws of the State of Delaware (“Partners”);
2.  
Wynnefield Partners Small Cap Value, L.P. I, private investment companies organized as limited partnerships under the laws of the State of Delaware (“Partners I”);
3.  
Wynnefield Small Cap Value Offshore Fund, Ltd., a private investment company organized under the laws of the Cayman Islands (“Offshore”);
4.  
Channel Partnership II, LP, a private investment company organized as a limited partnership under the laws of the State of New York (“Channel”);
5.  
Wynnefield Capital, Inc. Profit Sharing Plan, organized as a corporation under the laws of the State of Delaware (the “Plan”);
6.  
Wynnefield Capital Management, LLC, a New York limited liability company (“WCM”);
7.  
Wynnefield Capital, Inc., a New York corporation (“WCI”);
8.  
Nelson Obus, a citizen of the United States of America; and
9.  
Joshua Landes, a citizen of the United States of America.

The Wynnefield Reporting Persons are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders).
 
WCM is the general partner of Partners and Partners I. Nelson Obus and Joshua Landes are the co-managing members of WCM, and, as such, have the power to direct the vote and the disposition of the shares of the Issuer’s Common Stock held by Partners and Partners I.

WCI is the general partner and investment manager of Offshore. Nelson Obus and Joshua Landes are the principal executive officers of WCI, as such, have the power to direct the vote and the disposition of the shares of the Issuer’s Common Stock held by Offshore.

Nelson Obus is the General Partner of Channel and the portfolio manager of the Plan, and as such, has the power to direct the vote and disposition of the shares of the Issuer’s Common Stock held by Channel and the Plan, respectively.

(d) and (e). During the last five years, none of the Wynnefield Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

All securities of the Issuer reported in this Schedule 13D as beneficially owned by the Wynnefield Reporting Persons were acquired by Partners, Partners I, Offshore, Channel and the Plan, respectively, using funds provided from the working capital of such Wynnefield Reporting Person. No other funds or other consideration were used in making such purchases.
 
 
 

 

 
Item 4. Purpose of Transaction.

The Wynnefield Reporting Persons acquired the shares of the Issuer’s Common Stock in the ordinary course of business for investment purposes.  Effective as of April 28, 2009, a representative of the Wynnefield Reporting Persons was appointed to serve on the Board of Directors of the Issuer and on its Compensation Committee and Governance Committee.  Accordingly, the Wynnefield Reporting Persons are filing this Schedule 13D in accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, in order to supersede their previously filed Schedule 13G to report a change in their intentions.  The Wynnefield Reporting Persons are currently seeking a more active role in the Company’s affairs in order to protect their position and the position of other shareholders and creditors and are also considering taking steps to bring about other changes, as well as the pursuit of other plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, and to discuss such issues with the Issuer's directors, management, shareholders and other parties. The Wynnefield Reporting Persons reserve the right to take whatever future action they deem appropriate regarding the Issuer and its securities under the circumstances as they then exist.  Additionally, the Wynnefield Reporting Persons may, from time to time and at any time, acquire additional shares of Common Stock of the Issuer in the open market or otherwise and reserve the right to dispose of any or all of their shares in the open market or otherwise, at any time and from time to time.

Item 5. Interest in Securities of the Issuer.

(a) - (c) As of April 28, 2009, the Wynnefield Reporting Persons beneficially owned in the aggregate, 2,522,726 shares of the Issuer’s Common Stock constituting approximately 10.41% of the outstanding shares of the Issuer’s Common Stock (based upon 24,241,921 shares of the Issuer’s Common Stock outstanding on March 9, 2009, as set forth in the Issuer’s report on Form 10-Q for the quarterly period ended January 31, 2009, filed with the U.S. Securities and Exchange Commission on March 17, 2009). The following table sets forth certain information with respect to shares of Common Stock beneficially owned directly by the Wynnefield Reporting Persons listed:
 
 
Name
Number of
Shares
Approximate
Percentage of
Outstanding Shares
     
    
Partners
684,234
 
2.82%
Partners I
1,058,460
 
4.37%
Offshore
720,032
 
2.97%
Channel
20,000
 
0.08%
Plan
40,000
 
0.16%

WCM is the sole general partner of Partners and Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock that Partners and Partners I beneficially own. WCM, as the sole general partner of Partners and Partners I, has the sole power to direct the voting and disposition of the shares of Common Stock that Partners and Partners I beneficially own.
 
Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as a co-managing member of WCM, shares with the other the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.
 
WCI is the sole investment manager of Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock that Offshore beneficially owns. WCI, as the sole investment manager of Offshore, has the sole power to direct the voting and disposition of the shares of Common Stock that Offshore beneficially owns.
 
Messrs. Obus and Landes are the principal executive officers of WCI and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as a principal executive officer of WCI, shares with the other the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.
 
Mr. Obus is the general partner of Channel and the portfolio manager of the Plan, and accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock that Channel and the Plan beneficially owns, respectively. Mr. Obus, as the general partner of Channel and the portfolio manager of the Plan, has the sole power to direct the voting and disposition of the shares of Common Stock that Channel and the Plan beneficially owns, respectively.

 
 

 

Beneficial ownership of shares of Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 2,522,726 shares of the Issuer’s Common Stock constituting approximately 10.41% of the outstanding shares of the Issuer’s Common Stock (based upon 24,241,921 shares of the Issuer’s Common Stock outstanding on March 9, 2009, as set forth in the Issuer’s report on Form 10-Q for the quarterly period ended January 31, 2009, filed with the U.S. Securities and Exchange Commission on March 17, 2009). The filing of this Schedule 13D and the inclusion of information herein with respect to Messrs. Obus and Landes shall not be considered an admission that any of such persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest.
 
To the best knowledge of the Wynnefield Reporting Persons, except as described herein, none of the Wynnefield Reporting Persons, any person in control (ultimately or otherwise) of the Wynnefield Reporting Persons, any general partner, executive officer or director thereof, as applicable, beneficially owns any shares of Common Stock, and, except as set forth in the table below, there have been no transactions in shares of Common Stock effected during the past 60 days by the Wynnefield Reporting Persons, any person in control of the Wynnefield Reporting Persons (ultimately or otherwise), or any general partner, executive officer or director thereof, as applicable; provided, however, certain investment banking affiliates of the Wynnefield Reporting Persons may beneficially own shares of Common Stock, including shares that may be held in discretionary or advisory accounts with the Wynnefield Reporting Persons; and the Wynnefield Reporting Persons, directly or in connection with such discretionary or advisory accounts, may acquire, hold, vote or dispose of Common Stock, including transactions that may have occurred in the past 60 days.
 
Date
Name of Entity Effecting the Transaction within the Past 60 days
Number of Shares
Price Per Share
Transaction Type
4/27/09
Offshore
4,400
$1.7358
Open market purchase

(d) No person, other than each of the Wynnefield Reporting Persons referred to as the direct beneficial owner of the shares of Common Stock set forth in this response to Item 5, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock.
 
(e) Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
 
To the best knowledge of the Wynnefield Reporting Persons, any person in control (ultimately or otherwise) of the Wynnefield Reporting Persons, or any general partner, executive officer or director thereof, as applicable, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Wynnefield Reporting Persons, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7.  Material to be Filed as Exhibits.
 
Exhibit A
Joint Filing Agreement dated as of May 4, 2009.

 
 

 
Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 4, 2009
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
       
 
By:
Wynnefield Capital Management, LLC, General Partner
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, Co-Managing Member
       
       
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
       
 
By:
Wynnefield Capital Management, LLC, General Partner
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, Co-Managing Member
       
       
 
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
       
 
By:
Wynnefield Capital, Inc.
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, President
       
       
 
CHANNEL PARTNERSHIP II, L.P.
       
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, General Partner
       
       
 
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
       
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, Portfolio Manager
       
       
 
WYNNEFIELD CAPITAL MANAGEMENT, LLC
       
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, Co-Managing Member
       
 
WYNNEFIELD CAPITAL, INC.
       
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, President
       
       
     
/s/ Nelson Obus
     
Nelson Obus, Individually
       
       
     
/s/ Joshua Landes
     
Joshua Landes, Individually
 
 
 

 


 
EXHIBIT A


JOINT FILING AGREEMENT

THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 4th day of May, 2009, by and among Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd., Channel Partnership II, LP, Wynnefield Capital, Inc. Profit Sharing Plan, Wynnefield Capital Management LLC, Wynnefield Capital Inc., Nelson Obus and Joshua Landes.
 
The parties to this Agreement hereby agree to prepare jointly and file timely (or otherwise to deliver as appropriate) all filings on Schedule 13D and Schedule 13G (the "Filings") required to be filed by them pursuant to Section 13(d) or 13(g) under the Securities Exchange Act of 1934, as amended, with respect to their respective beneficial ownership of the Common Stock of EasyLink Services International Corporation (formerly Internet Commerce Corporation) that are required to be reported on any Filings. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

 
 
 
 
 

 
 
 

 

 
 






 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.


 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
       
 
By:
Wynnefield Capital Management, LLC, General Partner
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, Co-Managing Member
       
       
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
       
 
By:
Wynnefield Capital Management, LLC, General Partner
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, Co-Managing Member
       
       
 
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
       
 
By:
Wynnefield Capital, Inc.
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, President
       
       
 
CHANNEL PARTNERSHIP II, L.P.
       
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, General Partner
       
       
 
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
       
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, Portfolio Manager
       
       
 
WYNNEFIELD CAPITAL MANAGEMENT, LLC
       
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, Co-Managing Member
       
 
WYNNEFIELD CAPITAL, INC.
       
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, President
       
       
     
/s/ Nelson Obus
     
Nelson Obus, Individually
       
       
     
/s/ Joshua Landes
     
Joshua Landes, Individually

 
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