S-8

As filed with the Securities and Exchange Commission on May 3, 2002

Registration No. 333–_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

j2 Global Communications, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 51–0371142
(I.R.S. Employer
Identification No.)

6922 Hollywood Blvd.
Suite 800
Los Angeles, California  90028
(Address of principal executive offices)

j2 Global Communications, Inc.
Second Amended and Restated 1997 Stock Option Plan

Scott M. Jarus
President
j2 Global Communications, Inc.
6922 Hollywood Blvd.
Suite 800
Hollywood, California  90028
(Name and address of agent for service) (Zip code)

CALCULATION OF REGISTRATION FEE

(323) 860–9200
(Registrant’s telephone number, including area code)

Title Of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount Of Registration Fee(3)
Common Stock, $0.01 per share	500,000 shares	$10.55	$5,275,000	$485.30

(1)	In the event of a stock split, stock dividend, or similar transaction involving the Registrant’s common stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act, based on the average of the high and low prices of the Common Stock of j2 Global Communications, Inc. (the “Company”) as reported on the NASDAQ National Market on April 26, 2002.
(3)	Pursuant to Rule 429 of the Securities Act, a combined prospectus, relating to the shares of common stock registered hereby and the shares of common stock registered pursuant to the registration statements filed on February 24, 2000 (Registration No. 333-31064) and February 12, 2001, as amended by the post-effective amendment filed on July 17, 2001 (Registration No. 333-55402), will be delivered to plan participants in accordance with Form S-8 and Rule 428 of the Securities Act.

EXPLANATORY NOTE

       This Form S-8 Registration Statement incorporates by reference the registration statement (File No. 333-31064) filed by the Company on February 24, 2000 and the registration statement filed by the Company on February 12, 2001, as amended by the post-effective amendment filed on July 17, 2001 (Registration No. 333-55402) (collectively, the “Prior Filings”), as well as the Company's amended annual report on Form 10-K/A filed April 29, 2002. Any items in the Prior Filings not expressly changed hereby shall be as set forth in the Prior Filings.

PART I.

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 2.   Registrant Information and Employee Plan Annual Information.

       Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of the registration statement (which documents are incorporated by reference in the Section 10(a) prospectus), other documents required to be delivered to eligible employees pursuant to Rule 428(b) or additional information about the j2 Global Communications, Inc. Second Amended and Restated 1997 Stock Option Plan are available without charge by contacting:

Patricia Brunton
Vice President of Administration and Human Resources
j2 Global Communications, Inc.
6922 Hollywood Blvd
Suite 800
Hollywood, CA 90028
(323) 860-9200

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PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.   Exhibits

The following are filed as exhibits to this registration statement:

EXHIBITS
5.	Opinion of Jeffrey D. Adelman, Vice President and General Counsel of the Company, as to the validity of the Common Stock
23.1.	Consent of KPMG LLP, independent accountants
23.2.	Consent of Jeffrey D. Adelman (included in Opinion of Jeffrey D. Adelman at Exhibit 5)
24.	Power of Attorney (included on signature page).

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SIGNATURES

       Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the above requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Los Angeles, State of California, on this 2nd day of May, 2002:

j2 Global Communications, Inc.           (Registrant)
By:	/s/ Scott M. Jarus
	Scott M. Jarus President

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       KNOW ALL PERSONS BY THESE PRESENTS, that such person whose signature appears below constitutes and appoints Scott M. Jarus, Nehemia Zucker and Jeffrey D. Adelman, and each of them severally, his true and lawful attorneys-in-fact with power of substitution and resubstitution to sign in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act or Exchange Act and any rules, regulations and requirements of the Commission, in connection with the registration under the Securities Act of the Common Stock of the Registrant, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his respective capacity as a member of the Board of Directors or officer of the Registrant, to this Registration Statement and/or such other form or forms as may be appropriate to be filed with the Commission as any of them may deem appropriate in respect of the Common Stock of the Registrant, to any and all amendments thereto (including post-effective amendments) to this Registration Statement, to any related Rule 462(b) Registration Statement and to any documents filed as part of or in connection with this Registration Statement and any and all amendments thereto, including post-effective amendments.

       Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on May 2, 2002 by the following persons in the capacities indicated.

Signature	Title
/s/ Scott M. Jarus Scott M. Jarus	President (principal executive officer)
/s/ Nehemia ZuckerNehemia Zucker	Chief Financial Officer (principal financial officer)
/s/ Greggory KalvinGreggory Kalvin	Vice President of Finance (principal accounting officer)
/s/ Richard S. ResslerRichard S. Ressler	Chairman of the Board
/s/ Douglas Y. BechDouglas Y. Bech	Director
/s/ Robert J. CresciRobert J. Cresci	Director
/s/ John F. RieleyJohn F. Rieley	Director
/s/ Michael P. SchulhofMichael P. Schulhof	Director

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INDEX TO EXHIBITS

EXHIBITS
5.	Opinion of Jeffrey D. Adelman, Vice President and General Counsel of the Company, as to the validity of the Common Stock
23.1.	Consent of KPMG LLP, independent accountants
23.2.	Consent of Jeffrey D. Adelman (included in Opinion of Jeffrey D. Adelman at Exhibit 5)
24.	Power of Attorney (included on signature page).

EX-5

EXHIBIT 5.

May 2, 2002


j2 Global Communications, Inc.
6922 Hollywood Boulevard
Suite 800
Hollywood, California 90028

Re:   j2 Global Communications, Inc. (the “Company”)

Ladies and Gentlemen:

       I have acted as Counsel to the Company in connection with the registration of 500,000 shares of the Company’s Common Stock, par value US $0.01 per share (the “Shares”), under the Securities Act of 1933, as amended (“Securities Act”), as described in the registration statement on From S-8 (the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “Securities and Exchange Commission”) on or about the date hereof.

       For the purposes of giving this opinion, I have examined the following documents:

(1)	a copy of the final form of the Registration Statement as provided to me by the Company on the day preceding the date of this letter;
(2)	a copy of the Company's Second Amended and Restated 1997 Stock Option Plan (the "Plan"); and
(3)	a copy of minutes of the Company's special meeting of shareholders held on December 20, 2001 and a copy of the minutes of a regular meeting of the board of directors of the Company dated October 22, 2001 approving, INTER ALIA, increasing the number of shares eligible for issuance under the Plan from 2,000,000 to 2,500,000.

       I have also examined and relied as to factual matters upon the originals, or copies certified or otherwise identified to my satisfaction, of the By-laws of the Company, certificates of public officials, certificates of officers of the Company, certain agreements to which the Company is a party and such other records, documents, certificates and instruments, and have made such other investigations, as in my judgment are necessary or appropriate to enable me to render the opinions expressed below.

        I have assumed that (i) the minutes of meetings referred to herein are full and accurate records of resolutions passed in meetings duly convened and held in accordance with the By-laws of the Company and that such resolutions have not been amended or rescinded and are in full force and effect, (ii) there is no provision of the law of any jurisdiction, other than Delaware, which would have any implication in relation to the opinion expressed herein, (iii) all options granted pursuant to the Plan will be exercisable at a price at least equal to the par value of the Shares, (iv) the Shares fall within the existing authorized share capital of the Company, and (v) no resolution has been passed by the shareholders of the Company to limit or otherwise fetter the powers granted to the directors of the Company by the By-laws of the Company to issue any unissued shares of the Company on such terms and conditions as they may determine.

       I am licensed to practice law only in the States of California and Michigan. However, I have not in connection with this opinion made an investigation of the laws of any jurisdiction except the General Corporation Law of the State of Delaware, and nothing in this opinion should be or shall be construed otherwise. This opinion is limited solely to the laws of the General Corporation Law of the State of Delaware. Subject as mentioned below, this opinion is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter.

        On the basis of and subject to the foregoing, I am of the opinion that the Shares have been duly authorized, and when issued, delivered and paid for in the manner described in the Plan, will be validly issued, fully paid and non-assessable.

        I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Jeffrey D. Adelman Jeffrey D. Adelman
Vice President and General Counsel
j2 Global Communications, Inc.

EX-23.1

EXHIBIT 23.1.

INDEPENDENT AUDITORS' CONSENT

Board of Directors
j2 Global Communications, Inc.

We consent to the use of our reports incorporated herein by reference.

KPMG LLP

Los Angeles, California
April 30, 2001