-----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, QrtJbSILaGj4vULkQbw/yCZfjqmUTKT2WsgWKUJi8rkiIP0eTJRKrCv/osnklF9f dtHBnSU7trJgwZwnGHD9zA== 0000950123-00-001078.txt : 20000214 0000950123-00-001078.hdr.sgml : 20000214 ACCESSION NUMBER: 0000950123-00-001078 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000208 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETMOVES CORP CENTRAL INDEX KEY: 0001010677 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 113025769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28754 FILM NUMBER: 533632 BUSINESS ADDRESS: STREET 1: 399 THORNALL ST CITY: EDISON STATE: NJ ZIP: 08837 BUSINESS PHONE: 9089062000 FORMER COMPANY: FORMER CONFORMED NAME: FAXSAV INC DATE OF NAME CHANGE: 19960314 8-K 1 NETMOVES CORPORATION 1 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) FEBRUARY 8, 2000 NETMOVES CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 000-28754 11-3025769 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 399 THORNALL STREET EDISON, NEW JERSEY 08837 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (732) 906-2000 N/A - -------------------------------------------------------------------------------- Former Name or Former Address, if Changed Since Last Report 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT On February 8, 2000, pursuant to the terms of an Agreement and Plan of Merger dated as of December 11, 1999 (the "Merger Agreement") among Mail.com, Inc. ("Mail.com"), NetMoves Corporation ("NetMoves") and Mast Acquisition Corp., a wholly-owned subsidiary of Mail.com ("Merger Sub"), Merger Sub merged with and into NetMoves, with NetMoves surviving the merger as a wholly-owned subsidiary of Mail.com (the "Merger"). NetMoves plans to promptly change its name to Mail.com Business Messaging Services, Inc. In the Merger, each outstanding share of NetMoves common stock was converted into the right to receive 0.385336 shares of Mail.com Class A common stock, with cash being paid in lieu of fractional shares of Mail.com Class A common stock. All outstanding options and certain outstanding warrants to purchase NetMoves common stock were converted into options and warrants to purchase the number of shares of Mail.com Class A common stock into which the shares of NetMoves common stock underlying the options and warrants would have been converted in the Merger. American Stock Transfer & Trust Company is serving as exchange agent for the Merger. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 99.1 Press Release Dated February 9, 2000 Announcing the Completion of Mail.com's Acquisition of NetMoves. 2 3 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: February 10, 2000 NETMOVES CORPORATION By: /s/ THOMAS MURAWSKI ------------------------------ Thomas Murawski Chief Executive Officer 3 4 EXHIBIT INDEX Exhibit 99.1 Press Release Dated February 9, 2000 Announcing the Completion of Mail.com's Acquisition of NetMoves. 4 EX-99.1 2 PRESS RELEASE 1 EXHIBIT INDEX Exhibit 99.1 Press Release Dated February 9, 2000 Announcing the Completion of Mail.com's Acquisition of NetMoves. 4 2 Exhibit 99.1 MAIL.COM COMPLETES NETMOVES ACQUISITION -Now Leads Internet Business Messaging Market with Largest Corporate Customer Base- NEW YORK, NY - February 9, 2000 - Mail.com, Inc. (NASDAQ: MAIL), a leading global provider of Internet messaging services to the business and the consumer markets, today announced the successful completion of the acquisition of NetMoves Corporation (NASDAQ: NTMV), the global leader in Internet fax. With this acquisition, the NetMoves team joins Mail.com's existing Business Messaging organization. Mail.com had previously announced a definitive acquisition agreement to acquire NetMoves on December 13, 1999. This acquisition solidifies Mail.com's Business Messaging Division as the leader in the business messaging market and rapidly expands the Company's international presence. Finalizing the merger gives Mail.com the largest base of corporate customers in the industry, a comprehensive suite of Internet messaging services to meet the ever-growing applications and connectivity needs of the corporate enterprise, and the technology, sales and servicing infrastructure required to revolutionize the way companies move information. As a one-stop resource for Internet messaging services, Mail.com now helps over 8,500 corporate customers worldwide manage the explosive growth of Internet messaging more reliably, accessibly and cost-effectively. The Company's expanded business messaging services now include e-mailbox hosting, virus protection, spam blocking, and content filtering, integrated e-mail and fax for the corporate desktop, enterprise high-volume broadcast services and production applications, and messaging-based e-commerce solutions. The combined entity now serves business customers that include ADP, American Express, Continental Airlines, Disney, J.D. Power, Mercedes Benz, Norwegian Cruise Line, New York Times, PPG Industries, WorldSpan and Yahoo!. "Mail.com now offers a broad range of integrated messaging solutions through an established business to business sales force," said Gerald Gorman, chairman and chief executive officer of Mail.com. "With the addition of NetMoves, Mail.com's Business Messaging Services Division has grown to over 200 professionals focused solely on the corporate enterprise. We also gain a technology infrastructure of IP network facilities in 20 key countries, plus an international reseller network in 70 countries. We have now significantly accelerated our international expansion and have emerged as the global leader in the industry." Tom Murawski, chairman and chief executive officer of NetMoves Corporation, has joined Mail.com as the CEO of its Business Messaging Services Division and a member of the Company's Board of Directors. Murawski, who was instrumental in establishing NetMoves as the leading provider of Internet document delivery solutions, brings to Mail.com over 25 years of senior management experience as NetMoves' CEO and President and General Manager of ITT World Communications. 5 3 "We believe that Mail.com's Business Messaging Services Division combined with our existing customer relationships and ability to satisfy the wide range of corporate messaging needs make Mail.com the Company to beat in the Internet messaging space," said Murawski. About Mail.Com Mail.com, Inc. is a leading global provider of Internet messaging services to businesses, ISPs, Web sites and direct to consumers. In the business market, Mail.com provides outsourced e-mailbox hosting, Internet fax services and gateway services, such as virus scanning, spam blocking and content filtering. The Company has the largest corporate customer base in the business messaging market, including ADP, Continental Airlines, Mercedes Benz and Yahoo! In the consumer market, Mail.com provides Web-based e-mail services or Webmail to Internet Service Providers (ISPs) including several of the world's top ISPs such as EarthLink, GTE, Juno and Prodigy. The Company also partners with top branded Web sites, including NBC, CBS SportsLine, iWon.com, CNET, Snap.com and DellNet.com, to provide Webmail services to their users. In addition, Mail.com serves the consumer market directly through the Mail.com flagship site at www.mail.com. Information about Mail.com (NASDAQ : MAIL) is available at http://corp.mail.com. This news release may contain statements of a forward-looking nature relating to the future events or the future financial results of Mail.com. Investors are cautioned that such statements are only predictions and that actual events or results may differ materially. In evaluating such statements, investors should specifically consider the various factors which could cause actual events or results to differ materially from those indicated from such forward-looking statements, including the matters set forth in Mail.com reports and documents filed from time to time with the Securities and Exchange Commission. Contact: Mail.com, Inc. Kathleen Holmes Robb, Director, Investor Relations 212/425-4200 x376 kholmesrobb@staff.mail.com 6 -----END PRIVACY-ENHANCED MESSAGE-----