SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 8, 2001
EARTHLINK, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 001-15605 58-2511877
(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
1375 PEACHTREE STREET
ATLANTA, GEORGIA 30309
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 404-815-0770
ITEM 5. OTHER EVENTS.
Amended Relationship with Sprint
On February 8, 2001, Sprint Corporation ("Sprint") and EarthLink, Inc.
("EarthLink") renegotiated their commercial and governance arrangements to
reflect the evolution of the parties' business relationship and the new
dynamics of the telecommunications-Internet market. While the parties
continue to have a business relationship, the new relationship, as discussed
below, is less restrictive allowing the parties to act more independently.
Commercial Relationship
EarthLink continues to support a variety of Sprint-branded retail
Internet services, such as Sprint's broadband services, and some of its web
hosting services through a wholesale arrangement between the parties. Sprint
continues to sell EarthLink-branded dial up Internet access service, though
Sprint may now, at its election, create a Sprint-branded dial-up service,
using EarthLink components on a wholesale basis. Although Sprint may continue
to use the EarthLink brand in these wholesale services, Sprint is not
required to do so. Likewise, EarthLink is released from any obligation to
co-brand any of its services with the Sprint brand. Both companies have
removed all exclusivity provisions from the relationship. Sprint may pursue
relationships with other Internet service providers, and EarthLink may enter
into commercial relationships with other telecommunications service providers.
Governance Relationship
Among the changes to the governance relationship, commencing in
September of 2001, Sprint will no longer have the right to acquire EarthLink.
Sprint will continue to have the right to maintain its percentage of
EarthLink's fully diluted equity ownership by purchasing shares on the market
or from third parties, in the event that Sprint's interest in EarthLink
securities is diluted by the issuance of voting securities in a financing
ararngement or an acquisition, or by the exercise of options or warrants or
the conversion of convertible securities into voting stock. However, Sprint
will have no other rights to acquire EarthLink's equity securites. Sprint
will retain its right of first refusal to purchase all, but not less than
all, of EarthLink's equity securities in the event that a third-party offers
to acquire a controlling interest in EarthLink.
Sprint has also relinquished its right to appoint two members to the
EarthLink Board of Directors. Mr. Esrey and Mr. Lauer, Sprint's prior Board
representatives, have resigned from their respective Board positions.
The new business arrangements between the parties are more fully
described in the Termination, Mutual Release and Waiver Agreement and the
Amended and Restated Governance Agreement attached to this Form 8-K as
Exhibits 99.1 and 99.2 respectively.
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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99.1 Termination, Mutual Release and Waiver Agreement by
and among Sprint Corporation, Sprint Communications
Company L.P., and EarthLink, Inc. dated February 8,
2001
99.2 Amended and Restated Governance Agreement by and among
Sprint Corporation, Sprint Communications Company L.P.,
EarthLink, Inc. and EarthLink Operations, Inc. dated
February 8, 2001
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.
Date: March 2, 2001 By: /s/ Charles G. Betty
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Charles G. Betty
Chief Executive Officer