-----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, CAKUVReSFjJZRspz0XC0n8grBz+pqBmPI/bqfLTVbJltcHnRRFs3mvOf5u6Y+Rao 6dsORfMw2zSbiIbqt/KOrg== 0001193125-07-198338.txt : 20070910 0001193125-07-198338.hdr.sgml : 20070910 20070910172128 ACCESSION NUMBER: 0001193125-07-198338 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070910 DATE AS OF CHANGE: 20070910 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48809 FILM NUMBER: 071109424 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: JGD MANAGEMENT CORP /NY CENTRAL INDEX KEY: 0001012670 IRS NUMBER: 133633324 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 390 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123001300 MAIL ADDRESS: STREET 1: 390 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 dsc13da.htm AMENDMENT NO.1 TO SCHEDULE 13D Amendment No.1 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A*

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

EasyLink Services International Corporation

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

46059F109

(CUSIP Number)

Adam J. Semler

JGD Management Corp.

767 Fifth Avenue, 17th Floor

New York, New York 10153

With copies to:

Richard P. Swanson, Esq.

Arnold & Porter LLP

399 Park Avenue

New York, New York 10022

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

August 20, 2007

(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 ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

Page 1 of 5

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

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SCHEDULE 13D

CUSIP No. 46059F109

 

  1.  

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

            JGD Management Corp.

            EIN: 13-3633324

    
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds (See Instructions)

 

            AF

    
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            Delaware

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

  

  7.    Sole Voting Power

 

                2,539,615

 

  8.    Shared Voting Power

 

                0

 

  9.    Sole Dispositive Power

 

                2,539,615

 

10.    Shared Dispositive Power

 

                0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            2,539,615

    
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

            (Excludes shares issuable upon exercise of the Notes and Warrants as described in Item 4 below, each of which is subject to a 9.9% blocker provision.)

   x
13.  

Percent of Class Represented by Amount in Row (11)

 

            9.9%

    
14.  

Type of Reporting Person (See Instructions)

 

            CO

    

 

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Introduction

This Schedule 13D/A constitutes the first amendment to the Schedule 13D originally filed by the Reporting Person on August 20, 2007 (“Initial Schedule 13D”), and relates to the Class A Common Stock, par value $0.01 per share (the “Common Stock”), of EasyLink Services International Corporation (formerly named Internet Commerce Corporation) (the “Company”). Unless otherwise indicated, the capitalized terms used but not defined herein shall have the meaning assigned to such term in the Initial Schedule 13D.

This Schedule 13D/A is being filed solely to highlight the operation of the Blocker Provision (defined below) which is in effect for each of the Notes and the Warrants.

Information given in response to Item 4 shall be deemed incorporated by reference into Items 5 and 6.

Item 4. Purpose of Transaction

The third paragraph in the section captioned “York Redemption Rights” of Item 4 of the Initial Schedule 13D is hereby amended and restated in its entirety to provide as follows:

In addition, each of the Notes and the Warrants contains a provision that prohibits conversion or exercise thereof if after such conversion or exercise, the York Funds and their affiliates would beneficially own (pursuant to Rule 13d-3 under the Exchange Act) more than 9.9% of the outstanding Common Stock (such provision, the “Blocker Provision”). If the Blocker Provision were not in effect with respect to each of the Notes and the Warrants, the York Funds and their affiliates would beneficially own, as of August 20, 2007, 30,541,632 shares of Common Stock in the aggregate, consisting of 11,545,688 shares of Common Stock in respect of the Series A Notes, 11,545,688 shares of Common Stock in respect of the Series B Notes, 3,293,808 shares of Common Stock in respect of the Series A-1 Notes, and 4,156,448 shares of Common Stock in respect of the Warrants, which would collectively comprise 56.9% of the outstanding Common Stock of the Company as of August 20, 2007.1

  

1 Based on 23,113,056 shares of class A common stock outstanding as of June 4, 2007, as disclosed on the Company’s filing on Form 10-Q for the quarterly period ended April 30, 2007.

 

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SIGNATURE

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

Dated: September 10, 2007

 

JGD MANAGEMENT CORP.

By:

  

/s/ Adam J. Semler

  Name: Adam J. Semler
  Title: Chief Financial Officer

 

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