FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/28/2009 |
3. Issuer Name and Ticker or Trading Symbol
EASYLINK SERVICES INTERNATIONAL CORP [ ESIC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 2,522,726 | I | See footnotes(1)(2)(3)(4)(5)(6)(7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 4 is being filed jointly by Wynnefield Capital Inc. Profit Sharing Plan (the "Plan" or the "Reporting Person"), Wynnefield Partners Small Cap Value, L.P. ("Partners"), Wynnefield Partners Small Cap Value, L.P. I ("Partners I"), Wynnefield Small Cap Value Offshore Fund, Ltd. ("Offshore"), Channel Partnership II, L.P. ("Channel"), . Wynnefield Capital Management, LLC ("WCM"), Wynnefield Capital, Inc. ("WCI"), Nelson Obus and Joshua Landes (each, a "Reporting Owner"), as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
2. Each of the Reporting Owners maintains an office at the same address as the Reporting Person. Each of the Reporting Owners identified in this statement disclaims beneficial ownership of the securities described in this statement, except to the extent of their individual respective pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that any of the Reporting Owners identified in this statement are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them. |
3. As of April 28, 2009, the Reporting Person directly beneficially owns 40,000 shares of common stock, $0.01 par value per share ("Common Stock") of EasyLink Services International Corporation (the "Issuer"). As the portfolio manager of the Plan, Nelson Obus has the power to vote and dispose of the Plan's investments in securities and has an indirect beneficial ownership interest in the shares of Common Stock that the Plan directly beneficially owns. |
4. As of April 28, 2009, the Reporting Person has an indirect beneficial ownership interest in 684,234 shares of Common Stock, which are directly beneficially owned by Partners. WCM, as the sole general partner of Partners, has an indirect beneficial ownership interest in the shares of Common Stock that Partners directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of WCM, have an indirect beneficial ownership interest in the shares of Common Stock that Partners directly beneficially owns. |
5. As of April 28, 2009, the Reporting Person has an indirect beneficial ownership interest in 1,058,460 shares of Common Stock which are directly beneficially owned by Partners I. WCM, as the sole general partner of Partners I, has an indirect beneficial ownership interest in the shares of Common Stock that Partners I directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of WCM, have an indirect beneficial ownership interest in the shares of Common Stock that Partners I directly beneficially owns. |
6. As of April 28, 2009, the Reporting Person has an indirect beneficial ownership interest in 720,032 shares of Common Stock, which are directly beneficially owned by Offshore. WCI, as the sole investment manager of Offshore, has an indirect beneficial ownership interest in the shares of Common Stock that Offshore directly beneficially owns. Nelson Obus and Joshua Landes, as principal executive officers of WCI, have an indirect beneficial ownership interest in the shares of Common Stock that Offshore directly beneficially owns. |
7. As of April 28, 2009, the Reporting Person has an indirect beneficial ownership interest in 20,000 shares of Common Stock, which are directly beneficially owned by Channel. Nelson Obus, as the sole general partner of Channel, has an indirect beneficial ownership interest in the shares of Common Stock that Channel directly beneficially owns. |
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN By: /s/ Nelson Obus, Portfolio Manager | 05/06/2009 | |
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. By: Wynnefield Capital Management, LLC, General Partner, By: /s/ Nelson Obus, Co-Managing Member | 05/06/2009 | |
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I By: Wynnefield Capital Management, LLC, General Partner, By: /s/ Nelson Obus, Co-Managing Member | 05/06/2009 | |
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital. Inc., By: /s/ Nelson Obus, President | 05/06/2009 | |
CHANNEL PARTNERSHIP II, L.P., By: /s/ Nelson Obus, General Partner | 05/06/2009 | |
WYNNEFIELD CAPITAL MANAGEMENT, LLC, By: /s/ Nelson Obus, Co-Managing Member | 05/06/2009 | |
WYNNEFIELD CAPITAL, INC., By: /s/ Nelson Obus, President | 05/06/2009 | |
/s/ Nelson Obus, Individually | 05/06/2009 | |
/s/ Joshua Landes, Individually | 05/06/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |