- Amended Statement of Ownership (SC 13G/A)
16 Mayo 2012 - 3:43PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No.
8)
EASYLINK
SERVICES INTERNATIONAL CORPORATION
(Name
of Issuer)
Class A Common Stock,
$.01 Par Value Per Share
(Title
and Class of Securities)
277858106
(CUSIP
Number)
May 8, 2012
(Date
of Event which Requires Filing of this Statement)
Check the appropriate
box to designate the rule pursuant to which this schedule is filed:
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CUSIP No. 277858106
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Page 2 of 13 Pages
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1
|
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
Reporting Person is affiliated with
other persons
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
£
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
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CUSIP No. 277858106
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Page 3 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
Reporting Person is affiliated with
other persons
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
£
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
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CUSIP No. 277858106
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Page 4 of 13 Pages
|
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1
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NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
Reporting Person is affiliated with
other persons
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
£
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 277858106
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Page 5 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
Reporting Person is affiliated with
other persons
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
£
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
12
|
TYPE OF REPORTING PERSON
EP
|
|
CUSIP No. 277858106
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Page 6 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WYNNEFIELD CAPITAL MANAGEMENT, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
Reporting Person is affiliated with
other persons
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
£
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 277858106
|
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Page 7 of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WYNNEFIELD CAPITAL, INC.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
Reporting Person is affiliated with
other persons
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
£
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 277858106
|
|
Page 8 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NELSON OBUS
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
Reporting Person is affiliated with
other persons
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
6
|
SHARED VOTING POWER
0 Shares
|
|
7
|
SOLE DISPOSITIVE POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
8
|
SHARED DISPOSITIVE POWER
0 Shares
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
£
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
12
|
TYPE OF REPORTING PERSON IN
|
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CUSIP No. 277858106
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Page 9 of 13 Pages
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1
|
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JoSHUA Landes
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
Reporting Person is affiliated with
other persons
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
£
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5% of the number of outstanding shares of any class
of capital stock.
|
|
12
|
TYPE OF REPORTING PERSON IN
|
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CUSIP No. 277858106
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Page 10 of 13 Pages
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Item 1(a).
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Name of Issuer:
EasyLink Services International Corporation
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Item 1(b).
|
Address of Issuer's Principal Executive Offices:
6025 The Corners Parkway, Suite 100 Norcross, GA 30092
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Item 2(a).
|
Name of Person 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”)
----------------------------------------------------------------------------
Wynnefield Capital, Inc. Profit Sharing
Plan (the “Plan”)
----------------------------------------------------------------------------
Wynnefield Capital Management, LLC (“WCM”)
----------------------------------------------------------------------------
Wynnefield Capital, Inc. (“WCI”)
----------------------------------------------------------------------------
Nelson Obus
----------------------------------------------------------------------------
Joshua Landes
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Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
450 Seventh Avenue, Suite 509, New York, New York 10123
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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.
----------------------------------------------------------------------------
The Plan is a Delaware corporation.
----------------------------------------------------------------------------
Mr. Obus and Mr. Landes are United States
citizens.
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CUSIP No. 277858106
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Page 11 of 13 Pages
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Item 2(d).
|
Title of Class of Securities:
Common Stock, $0.01 Par Value Per Share.
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Item 2(e).
|
CUSIP Number:
277858106
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
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(a)
|
£
|
Broker or Dealer registered under Section 15 of the Act.
|
|
|
|
|
|
(b)
|
£
|
Bank as defined in Section 3(a)(6) of the Act.
|
|
|
|
|
|
(c)
|
£
|
Insurance Company as defined in Section 3(a)(19) of the Act.
|
|
|
|
|
|
(d)
|
£
|
Investment Company registered under Section 8 of the Investment Company Act.
|
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|
|
|
|
(e)
|
£
|
Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E).
|
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(f)
|
£
|
Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
£
|
Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
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(h)
|
£
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
|
|
|
(i)
|
£
|
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.
|
|
|
|
|
|
(j)
|
£
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
|
|
If this Statement is filed pursuant to Rule 13d-1(c), check this box [x].
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CUSIP No. 277858106
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Page 12 of 13 Pages
|
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(a)
|
Amount beneficially owned: Less than 5% of the number
of outstanding shares of Common Stock.
|
|
|
(b)
|
Percent of Class: Less than 5% of the number of outstanding shares of Common Stock.
|
|
|
(c)
|
Number of Shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: Less than 5% of the number of outstanding shares of any class of capital stock.
|
|
|
(ii)
|
Shared power to vote or to direct the vote: Not Applicable.
|
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|
(iii)
|
Sole power to dispose or to direct the disposition of: Less than 5% of the number of outstanding shares of any class of capital
stock.
|
|
|
(iv)
|
Shared Power to dispose or to direct the disposition of: Not Applicable.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following.
S
.
|
|
|
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.
|
|
|
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 with or as a participant
in any transaction having that purpose or effect.
|
|
CUSIP No. 277858106
|
|
Page 13 of 13 Pages
|
SIGNATURE
|
Date: May 16,
2012
|
WYNNEFIELD PARTNERS SMALL CAP
VALUE, L.P.
|
|
|
|
|
|
By: Wynnefield Capital
Management, LLC, General Partner
By:
/s/
Nelson Obus
Nelson
Obus, Managing Member
WYNNEFIELD PARTNERS SMALL
CAP VALUE, L.P. I
By: Wynnefield Capital
Management, LLC, General Partner
By:
/s/
Nelson Obus
Nelson
Obus, Managing Member
WYNNEFIELD SMALL CAP
VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital,
Inc.
By:
/s/
Nelson Obus
Nelson
Obus, President
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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