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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): AUGUST 9, 2000
EARTHLINK, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-15605 58-2511877
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
1430 WEST PEACHTREE STREET, SUITE 400
ATLANTA, GEORGIA 30309
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 404-815-0770
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ITEM 5. OTHER EVENTS.
On August 9, 2000, OneMain.com, Inc., Earthlink, Inc. and a
newly formed, wholly owned subsidiary of Earthlink, Inc. ("Merger Sub") signed
an amendment to the Agreement and Plan of Merger dated June 7, 2000. The
amendment provides that if the closing price of EarthLink common stock on the
day prior to the closing of the merger is less than $8.00 per share, the
merger would be a reverse triangular merger with Merger Sub merging with and
into OneMain.com. The amendment also altered the combinations of cash and
EarthLink stock that OneMain.com holders would receive in the merger at
EarthLink closing stock prices of between $8.00 and $11.00.
The amendment to the merger agreement is more fully described
in the First Amendment to Agreement and Plan of Merger attached to this Form 8-K
as Exhibit 2.2. For further background information regarding the proposed
merger, see our report on Form 8-K dated June 21, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.2 First Amendment to Agreement and Plan of Merger by and
among OneMain.com, Inc., Earthlink, Inc. and OM
Combination, Inc. dated August 9, 2000
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SIGNATURES
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.
EARTHLINK, INC.
By: /s/ CHARLES G. BETTY
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Date: August 11, 2000 Name: Charles G. Betty
Title: Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 First Amendment to Agreement and Plan of Merger by and
among OneMain.com, Inc., Earthlink, Inc. and OM
Combination, Inc. dated August 9, 2000
4