-----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, IStUo3+PJGBT1tFxtgackPdwm35ZXm561+Pcic7LHImhJiFqJ0U6Xz77turGp5b5 0jAZDENOEMJjZwoecgqZMw== /in/edgar/work/0000944209-00-001652/0000944209-00-001652.txt : 20001102 0000944209-00-001652.hdr.sgml : 20001102 ACCESSION NUMBER: 0000944209-00-001652 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001031 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JFAX COM INC CENTRAL INDEX KEY: 0001084048 STANDARD INDUSTRIAL CLASSIFICATION: [4822 ] IRS NUMBER: 510371142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25965 FILM NUMBER: 749718 BUSINESS ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90028 BUSINESS PHONE: 3238609200 MAIL ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90028 8-K 1 0001.txt FORM 8-K DATED OCTOBER 31, 2000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) October 31, 2000 JFAX.COM, Inc. (Exact name of registrant as specified in its charter) Delaware 0-25965 51-0371142 (State or other jurisdiction (Commission (IRS Employer of incorporation File Number) Identification No.) 6922 Hollywood Blvd. Suite 900 Los Angeles, California 90028 (Address of principal executive offices) (323) 860-9200 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release dated October 31, 2000 ITEM 9. REGULATION FD DISCLOSURE. Attached as Exhibit 99.1 is a press release of the Registrant containing a summary of certain strategic and financial information to be disclosed during the Registrant's webcast to be held on Tuesday, October 31, 2000 at 11:30 a.m. Pacific Standard Time. Exhibit 99.1 is incorporated by reference under this Item 9. Safe Harbor for Forward-Looking Statements: Certain statements in the attached Exhibit constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such statements address the following subjects: the proposed j2 Global/eFax merger; future operating results; subscriber growth and retention; unified messaging, broadcast faxing and other revenues; earnings growth and expectations; new products, services and features; corporate spending; liquidity; network capacity; and regulatory developments. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: With respect to the proposed j2 Global/eFax merger, the inability to obtain required shareholder approvals; the risk that the Registrant's and eFax's businesses will not be integrated successfully; and costs related to the merger; and the failure of the Registrant to realize anticipated benefits of the merger. Factors relating to increased competition, including: price reductions and increased spending; inability to generate greater revenues and profits from unified messaging, conference calling, broadcast faxing and advertising; limitations on the Company's opportunities to enter into or renew agreements with distribution partners and suppliers; limitations on the Company's ability to develop new products and services; limitations on the Company's ability to continue to grow or sustain the rate of growth of its subscriber base; and limitations on the Company's ability to maintain or grow its market share in the unified messaging industry. The risk of the failure to obtain necessary financing. The risk of loss of services of executive officers and other key employees. Inability of the Registrant to introduce new products and services; and its inability to develop or achieve commercial acceptance for these new products and services. The risk of adverse changes in the U.S. regulatory environment surrounding unified messaging, including changes that could make it more costly to obtain subscriber telephone numbers or impose additional compliance costs. Risks related to our limited operating history, risks associated with technological change, uncertainties regarding the protection of proprietary technology and other factors set forth in the company's filings with the Securities and Exchange Commission. Note: the information in this report (including the Exhibits) is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. 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. JFAX.COM, Inc. (Registrant) Date: October 31, 2000 By: /s/ Scott Turicchi --------------------------------------- Scott Turicchi, Executive Vice President, Corporate Development INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release dated October 31, 2000. EX-99.1 2 0002.txt PRESS RELEASE DATED OCTOBER 31, 2000 Exhibit 99.1 Press Release Dated October 31, 2000 j2 GLOBAL COMMUNICATIONS DISCLOSES PLANS TO BE CASH FLOW POSITIVE IN Q-4, 2001 COMPANY GETS IN STEP WITH REG. FD BY DISCLOSING 2001 STRATEGIES TO ANALYSTS, SHAREHOLDERS, AND MEDIA ON EARNINGS CALL October 31, 2000-Hollywood, CA - j2 Global Communications, Inc., formerly JFAX.COM (NASDAQ-JCOM), in compliance with Regulation FD, is one of the first companies to dramatically restructure its quarterly conference calls by disclosing not only its earnings, but its strategies and financial forecasts through 2001. "We want our shareholders, the media and the public at large to know who we are, what we are doing and why" says Steve Hamerslag, CEO and President of j2 Global Communications. "We experienced considerable changes this year, with our name change, our new products, our new website and, of course, our pending merger with eFax. We feel it is important to let our shareholders know, as we do internally, that j2 has a strategic road map and a very clear direction. Disclosing our plans in light of all our changes eliminates any confusion and brings our shareholders onto the same page with us." To view the companies presentation, go to http://ss.j2.com/ss?click&j2&39e7677c ------------------------------------- The presentation will be available beginning at 11:30 am EST on 10-31-00. j2's earnings call will be webcast at: www.videonewswire.com/j2/103100/ -------------------------------- About j2 j2 Global Communications is an Internet-based provider of messaging and communications services to individuals and businesses throughout the world. j2 was established in 1995 as JFAX.COM and began doing business under the name j2 Global Communications in August 2000 to better reflect its expanded customer- base and service-offerings. The name change will be considered and voted upon at j2's upcoming annual meeting of shareholders. The j2 Global network covers 157 cities in 14 countries and spans 4 continents. The company is headquartered in Hollywood, California. For more information on j2 and its services, visit www.j2.com or call 1-888-718-2000, or outside the U.S. & Canada call 1-323-860- - ---------- 9207. The company has produced a streaming video that describes its services and can be seen at http://ss.j2.com/ss?click&j2&39e7677c ------------------------------------- Safe Harbor for Forward-Looking Statements: Certain statements in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such statements address the following subjects: the proposed j2 Global/eFax merger; future operating results; subscriber growth and retention; broadcast faxing, advertising and other revenues; earnings growth and expectations; new products, services and features; corporate spending; liquidity; network capacity; regulatory developments, including the Company's ability to shape public policy in unified messaging. The following factors, among others, could cause actual results to differ materially from those described in the forward- looking statements: risks associated with the proposed j2 Global/eFax merger, including the inability to obtain required shareholder approvals and the risk that the j2 Global and eFax businesses will not be integrated successfully; risks relating to the Company's reliance on third parties to market its services; the Company's limited operating history; factors relating to increased competition, including competition from companies offering free or more comprehensive services; risks associated with technological change; uncertainties regarding the protection of proprietary technology; the risk of the failure to obtain necessary financing; the risk of loss of services of executive officers and other key employees; inability to introduce new products and services and inability to develop or achieve commercial acceptance for these new products and services; the risk of adverse changes in the U.S. regulatory environment surrounding unified messaging; and other factors set forth in the Company's filings with the Securities and Exchange Commission -----END PRIVACY-ENHANCED MESSAGE-----