-----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, CcDEci2uaa8r7U85N/xv8HjOGnfKKnj6G2WIcDkmdvHaU1O5Axpn0+C9i1zgBTOv VAzXW4Q8LRH3kjsAsXvesA== 0001021408-00-004463.txt : 20001228 0001021408-00-004463.hdr.sgml : 20001228 ACCESSION NUMBER: 0001021408-00-004463 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001221 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: J2 GLOBAL COMMUNICATIONS INC CENTRAL INDEX KEY: 0001084048 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [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: 796053 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 FORMER COMPANY: FORMER CONFORMED NAME: JFAX COM INC DATE OF NAME CHANGE: 19990413 8-K 1 0001.txt FORM 8-K 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) December 21, 2000 j2 Global Communications, 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) (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On December 21, 2000, j2 Global Communications, Inc. announced that it intends to call a special meeting of stockholders to vote on a reverse stock split of the Company's common stock. This action would be taken, in part, in response to a letter received by the Company from Nasdaq notifying it that its stock price has been trading below the $1.00 minimum bid requirement for thirty trading days and requiring that the company demonstrate compliance with the rule to maintain its Nasdaq listing. The reverse stock split is also being initiated to reduce the Company's number of shares outstanding after a series of stock acquisitions. A copy of the press release relating to these events is filed as Exhibit 99.1 to this report and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS The following exhibit is filed as part of this report: Exhibit Number Description ------- ----------- 99.1 Press Release entitled "j2 Global Communications Announces Filing of Proxy Statement to Reduce Number of Shares Outstanding," issued December 21, 2000. 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. j2 Global Communications, Inc. (Registrant) Date: December 26, 2000 By: /s/ Nehemia Zucker --------------------------------------- Nehemia Zucker, Chief Financial Officer INDEX TO EXHIBITS Exhibit Number Description ------- ----------- 99.1 Press Release entitled "j2 Global Communications Announces Filing of Proxy Statement to Reduce Number of Shares Outstanding," issued December 21, 2000. EX-99.1 2 0002.txt PRESS RELEASE ISSUED DECEMBER 21, 2000 Exhibit 99.1 j2 Global Communications Announces Filing of Proxy Statement to Reduce Number of Shares Outstanding Hollywood, CA - December 21, 2000 - j2 Global Communications, Inc., formerly JFAX.COM, Inc. (Nasdaq:JCOM), a leading provider of value-added messaging and communications services to customers around the globe, announced today that it intends to call a special meeting of stockholders to vote on a reverse stock split of the Company's common stock. This action would be taken, in part, in response to a letter received by the company from Nasdaq notifying it that its stock price has been trading below the $1.00 minimum bid requirement for thirty trading days and requiring that the company demonstrate compliance with the rule to maintain its Nasdaq listing. "The reverse split is being initiated to reduce our number of shares outstanding after a series of stock acquisitions that have increased our outstanding shares to a level beyond what is reasonable for a company like ours," commented Richard Ressler, chairman of the board. "We believe the reverse split will benefit our shareholders. Additionally, this action should raise the share price to a level more consistent with the requirements for continued listing on The Nasdaq National Market." About j2 j2 Global Communications, Inc. is a leading provider of value-added messaging and communications services to individuals and businesses throughout the world. j2 was established in 1995 as JFAX.COM with the goal of simplifying the messaging needs of its customers. The company began doing business under the name j2 Global Communications in August 2000 to reflect its expansion into corporate solutions and third-party software integrations. The Company is the largest unified messaging company in the U.S. based on number of subscribers. Please contact 1-888-718-2000 or visit http://www.j2.com/corporate/corporate.asp ----------------------------------------- for more information on corporate products. The Company's global network covers 157 cities in 14 countries and spans 4 continents. j2 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 involve risks and uncertainties that could cause actual results to differ materially from projected results. Forward-looking statements include, among other things, the proposed reverse stock split, the impact of the proposed reverse stock split on the market price of the Company's common stock and the Company's ability to comply with the continued listing requirements of The Nasdaq National Market, the possibility of a special meeting of stockholders to consider the proposed reverse stock split, and other general business conditions relating to j2 Global Communications, Inc. These matters and other business risks to which j2 Global Communications, Inc. is subject are discussed in our periodic reports and registration statements filed from time to time with the Securities and Exchange Commission. In particular, investors are urged to review carefully the information under the caption "Risk Factors'' in the Form 10-K for the year ended December 31, 1999 and the Form 10-Q for the quarter ended September 30, 2000 and the other information contained in those reports. The Forms 10-K and 10-Q may be obtained by accessing the database maintained by the Securities and Exchange Commission at http://www.sec.gov, or by contacting j2 ------------------ Global Communications, Inc. as noted above. CONTACT INFO: - ------------- Laura Hinson PR Manager j2 Global Communications, Inc. Hollywood, CA (323) 860-9435 lhinson@j2.com - -------------- -----END PRIVACY-ENHANCED MESSAGE-----