-----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, PKHMZ29dTrtShgkmksv/IlR0mZgRT3U6cR3jC2J+AkvXp8o2IuzrTkLG9B04Ve1k IOJExe6WcL+xn0dqlayTEA== 0001144204-10-007535.txt : 20100216 0001144204-10-007535.hdr.sgml : 20100215 20100212190630 ACCESSION NUMBER: 0001144204-10-007535 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100212 GROUP MEMBERS: CHANNEL PARTNERSHIP II, L.P. 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, L.P. 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48809 FILM NUMBER: 10601834 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 13G/A 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 13G/A 1 v174134_sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D. C. 20549
 
SCHEDULE 13G/A
 
(Amendment No. 5)
 
EasyLink Services International Corporation
 
(Name of Issuer)
 
Class A Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
 
277858106
(CUSIP Number of Class of Securities)
 
December 31, 2009
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨  RULE 13d-1(b)
x  RULE 13d-1(c)
¨  RULE 13d-1(d)

 
 
 
 
CUSIP NO. 277858106
 
1) Name of Reporting Person
 
Wynnefield Partners Small Cap Value, L.P.
 
2) Check The Appropriate Box If A Member Of A Group (See Instructions)
(a)
(b)x Reporting person is affiliated with other persons
 
3) SEC Use Only
 
4) Citizenship Or Place Of Organization:  Delaware
 
NUMBER OF SHARES
5) Sole Voting Power:
BENEFICIALLY OWNED
693,134 shares
BY EACH REPORTING
  
PERSON WITH
6) Shared Voting Power
   
   
 
7) Sole Dispositive Power:
 
693,134 shares
   
 
8) Shared Dispositive Power
   
 
9)  Aggregate Amount Beneficially Owned By Each Reporting Person :
693,134 shares
 
10) Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares ¨
(See Instructions)
 
11) Percent of Class Represented by Amount in Row (9):
2.6% of Common Stock
 
12) Type of Reporting Person (See Instructions) PN
 

 
1
 

CUSIP NO. 277858106
 
1) Name of Reporting Person
 
Wynnefield Partners Small Cap Value, L.P. I
 
2) Check the Appropriate Box If a Member of a Group (See Instructions)
(a)
(b) x Reporting Person is affiliated with other persons
 
3) SEC USE ONLY
 
4)  Citizenship or Place of Organization: Delaware
 
NUMBER OF SHARES
5) Sole Voting Power:
BENEFICIALLY OWNED
1,070,660 shares
BY EACH REPORTING
  
PERSON WITH
6) Shared Voting Power
   
   
 
7) Sole Dispositive Power:
 
1,070,660 shares
   
 
8) Shared Dispositive Power
   
 
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,070,660 shares
 
10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares ¨
(See Instructions)
 
11) Percent of Class Represented by Amount in Row (9):
4.1% of Common Stock
 
12) Type of Reporting Person: PN
 

 
2
 

CUSIP NO. 277858106
 
1) Name of Reporting Person
 
Wynnefield Small Cap Value Offshore Fund, Ltd.
 
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x Reporting person is affiliated with other persons
 
3) SEC USE ONLY
 
4) Citizenship or Place of Organization:  Cayman Islands
   
NUMBER OF SHARES
5) Sole Voting Power:
BENEFICIALLY OWNED BY
729,932 shares
EACH REPORTING
  
PERSON WITH
6) Shared Voting Power
   
   
 
7) Sole Dispositive Power:
 
729,932 shares
   
 
8) Shared Dispositive Power
   
 
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
729,932 shares
 
10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares ¨
(See Instructions)
 
11) Percent of Class Represented by Amount in Row (9):
2.8% of Common Stock
 
12) Type of Reporting Person (See Instructions) CO
 

 
3
 

CUSIP NO. 277858106
 
1) Name of Reporting Person
 
Channel Partnership II, L.P.
 
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x Reporting person is affiliated with other persons
 
3) SEC USE ONLY
 
4) Citizenship or Place of Organization:  New York
   
NUMBER OF SHARES
5) Sole Voting Power:
BENEFICIALLY OWNED BY
20,000 shares
EACH REPORTING
  
PERSON WITH
6) Shared Voting Power
   
   
 
7) Sole Dispositive Power:
 
20,000 shares
   
 
8) Shared Dispositive Power
   
 
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
20,000 shares
 
10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares o
(See Instructions)
 
11) Percent of Class Represented by Amount in Row (9):
0.1% of Common Stock
 
12) Type of Reporting Person (See Instructions) PN
 
 
 
4
 

CUSIP NO. 277858106
 
1) Name of Reporting Person
 
Wynnefield Capital, Inc. Profit Sharing Plan
 
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x Reporting person is affiliated with other persons
 
3) SEC USE ONLY
 
4) Citizenship or Place of Organization:  Delaware
   
NUMBER OF SHARES
5) Sole Voting Power:
BENEFICIALLY OWNED BY
40,000 shares
EACH REPORTING
  
PERSON WITH
6) Shared Voting Power
   
   
 
7) Sole Dispositive Power:
 
40,000 shares
   
 
8) Shared Dispositive Power
   
 
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
40,000 shares
 
10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares ¨
(See Instructions)
 
11) Percent of Class Represented by Amount in Row (9):
0.2% of Common Stock
 
12) Type of Reporting Person (See Instructions) CO
 
 
 
5
 
 
CUSIP NO. 277858106
 
1) Name of Reporting Person
 
Wynnefield Capital Management, LLC
 
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x Reporting person is affiliated with other persons
 
3) SEC USE ONLY
 
4) Citizenship or Place of Organization:  New York
   
NUMBER OF SHARES
5) Sole Voting Power:
BENEFICIALLY OWNED BY
1,763,794 shares (1)
EACH REPORTING
  
PERSON WITH
6) Shared Voting Power
   
   
 
7) Sole Dispositive Power:
 
1,763,794 shares (1)
   
 
8) Shared Dispositive Power
   
 
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,763,794 shares (1)
 
10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares ¨
(See Instructions)
 
11) Percent of Class Represented by Amount in Row (9):
6.7% of Common Stock (1)
 
12) Type of Reporting Person: OO (Limited Liability Company)
 

(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.

 
6
 

CUSIP NO. 277858106
 
1) Name of Reporting Person
 
Wynnefield Capital, Inc.
 
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x Reporting person is affiliated with other persons
 
3) SEC USE ONLY
 
4) Citizenship or Place of Organization:  Cayman Islands
   
NUMBER OF SHARES
5) Sole Voting Power:
BENEFICIALLY OWNED BY
729,932 shares (1)
EACH REPORTING
  
PERSON WITH
6) Shared Voting Power
   
   
 
7) Sole Dispositive Power:
 
729,932 shares (1)
   
 
8) Shared Dispositive Power
   
 
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
729,932 shares (1)
 
10) Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares ¨
(See Instructions)
 
11) Percent of Class Represented by Amount in Row (9):
2.8% of Common Stock (1)
 
12) Type of Reporting Person (See Instructions) 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.

 
7
 
 
CUSIP NO.  277858106
 
1) Name of Reporting Person
 
Nelson Obus
 
2) Check The Appropriate Box If A Member Of A Group (See Instructions)
(a)
(b)x Reporting person is affiliated with other persons
 
3) SEC Use Only
 
4) Citizenship Or Place Of Organization:  USA
   
NUMBER OF SHARES
5) Sole Voting Power:
BENEFICIALLY OWNED
2,553,726 shares (1)
BY EACH REPORTING
  
PERSON WITH
6) Shared Voting Power
 
0
   
 
7) Sole Dispositive Power:
 
2,553,726 shares (1)
   
 
8) Shared Dispositive Power
 
0
 
9)  Aggregate Amount Beneficially Owned By Each Reporting Person:
2,553,726 shares (1)
 
10) Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares ¨
(See Instructions)
 
11) Percent of Class Represented by Amount in Row (9):
9.7%
 
12) Type of Reporting Person (See Instructions) 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.
 
8
 
CUSIP NO. 277858106
 
1) Name of Reporting Person
 
Joshua Landes
 
2) Check The Appropriate Box If A Member Of A Group (See Instructions)
(a)
(b)x Reporting person is affiliated with other persons
 
3) SEC Use Only
 
4) Citizenship Or Place Of Organization:  USA
   
NUMBER OF SHARES
5) Sole Voting Power:
BENEFICIALLY OWNED
2,493,726 shares (1)
BY EACH REPORTING
  
PERSON WITH
6) Shared Voting Power
 
0
   
 
7) Sole Dispositive Power:
 
2,493,726 shares (1)
   
 
8) Shared Dispositive Power
 
0
 
9)  Aggregate Amount Beneficially Owned By Each Reporting Person:
2,493,726 shares (1)
 
10) Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares ¨
(See Instructions)
 
11) Percent of Class Represented by Amount in Row (9):
9.5%
 
12) Type of Reporting Person (See Instructions) 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.
 
9
 
ITEM 1(a).  Name of Issuer:
EasyLink Services International Corporation  (formerly Internet Commerce Corporation)
 
ITEM 1(b).  Address of Issuer's Principal Executive Offices:
6025 The Corners Parkway, Suite 100, Norcross, GA 30090
 
ITEM 2(a).  Names of Persons Filing:
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. ("Fund")
Channel Partnership II, L.P. ("Channel")
Wynnefield Capital, Inc. Profit Sharing Plan (the "Plan")
Wynnefield Capital Management, LLC ("WCM")
Wynnefield Capital, Inc. ("WCI")
Nelson Obus
Joshua Landes

ITEM 2(b).  Address of Principal Business Office Or, If None, Residence:
450 Seventh Avenue, Suite 509, New York, New York 10123
 
ITEM 2(c).  Citizenship:
Partners and  Partners I  are Delaware limited partnerships.
Fund and WCI are Cayman Islands companies.
WCM is a New York limited liability company.
Channel is a New York limited partnership.
The Plan is a Delaware corporation.
Mr. Obus is a United States citizen.
Mr. Landes is a United States citizen.

 
10
 
 
ITEM 2(d).  Title of Class of Securities:
Class A Common Stock, $.01 Par Value Per Share
 
ITEM 2(e).  CUSIP Number: 277858106
 
ITEM 3.     If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is:

¨ Broker or dealer registered under Section 15 of the Act.

¨ Bank as defined in Section 3(a)(6) of the Act.

¨ Insurance company as defined in Section 3(a)(19) of the Act.

¨ Investment company registered under Section 8 of the Investment Company Act of 1940.

¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

This statement is filed pursuant to Rule 13d-1(c).

ITEM 4.     Ownership:

(a) Amount beneficially owned by all reporting persons:  2,553,726 Shares

(b) Percent of class:  9.7% of Common Stock

(c) Number of shares as to which the reporting persons have:
(i)   sole power to vote or to direct the vote:
2,553,726 Shares
(ii)  shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition:
2,553,726 Shares
(iv)  shared power to dispose or to direct the disposition

 
11
 

ITEM 5.  Ownership of five percent or less of a class. o
Not applicable.

ITEM 6.  Ownership of more than five percent on behalf of another person.
Not applicable.
 
ITEM 7.  Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company.
Not applicable.
 
ITEM 8.  Identification and classification of members of the group.
See Item 2 (a) - (c).
 
ITEM 9.  Notice of dissolution of group.
Not applicable.

 
12
 
 
ITEM 10.  Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection or as a participant in any transaction having that purpose or effect.
 
Dated:   February 12, 2010
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 MANAGEMENT, LLC
 
 
By:
  /s/ Nelson Obus
   
Nelson Obus, Co-Managing Member
 
WYNNEFIELD CAPITAL, INC.
 
 
By:
  /s/ Nelson Obus
   
Nelson Obus, President
     
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
 
 
By:
/s/ Nelson Obus
   
Nelson Obus, Portfolio Manager
     
/s/ Nelson Obus
 Nelson Obus, Individually
   
 
/s/ Joshua Landes
 Joshua Landes, Individually
 
 
13
 
-----END PRIVACY-ENHANCED MESSAGE-----