-----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, OQ1/WHYO9GsuEj4OG8ipax7XuFfkQ2nfjomjRGNLw1waTIyxtD1u0nVuDlQBzxAC HiObm+Zt3iOownp0yfnMvg== 0001072613-06-001757.txt : 20060814 0001072613-06-001757.hdr.sgml : 20060814 20060811192642 ACCESSION NUMBER: 0001072613-06-001757 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060811 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060814 DATE AS OF CHANGE: 20060811 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25965 FILM NUMBER: 061026490 BUSINESS ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD STREET 2: LEGAL DEPT - 5TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90028 BUSINESS PHONE: 3238609200 MAIL ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD STREET 2: LEGAL DEPT - 5TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90028 FORMER COMPANY: FORMER CONFORMED NAME: JFAX COM INC DATE OF NAME CHANGE: 19990413 8-K/A 1 form8-k_14572.htm FORM 8-K DATED AUGUST 11, 2006 WWW.EXFILE.COM, INC. -- 14572 -- J2 GLOBAL COMMUNICATIONS, INC. -- FORM 8-K


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K/A
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 11, 2006
 
 

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

Delaware
(State or other jurisdiction of
incorporation or organization)
 
0-25965
(Commission
File Number)
 
51-0371142
(IRS Employer
Identification No.)

6922 Hollywood Blvd.
Suite 500
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)
 
 
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



EXPLANATORY NOTE
 
This amended Current Report on Form 8-K is being filed to correct a printer error in order to replace Exhibit 99.1 to reflect the actual press release issued.
 
 
 
 
 

 
 
Item 2.02
Results of Operations and Financial Condition.
 
The Company issued a press release on August 11, 2006, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
 
Item 9.01
Financial Statements and Exhibits. 
 
(d)  Exhibits.
 
The following exhibit is filed herewith:
 
Exhibit
Number
 
Description
99.1
 
 
Press release dated August 11, 2006.
 
 
 
 
 
 
 

 
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:   August 11, 2006
By:
/s/  R. Scott Turicchi    
 
 
R. Scott Turicchi
Co-President and Chief Financial Officer


 

 
 

 

 
INDEX TO EXHIBITS
 
 
 
Exhibit
Number
 
Description
 
99.1
 
 
 
Press Release dated August 11, 2006.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EX-99.1 2 exh99-1_14572.htm PRESS RELEASE WWW.EXFILE.COM, INC. -- 14572 -- J2 GLOBAL COMMUNICATIONS, INC. -- EXHIBIT 99.1 TO FORM 8-K
EXHIBIT 99.1
 
 
j2 Global Announces Update Regarding Stock Option Grants.

 

LOS ANGELES—August 11, 2006—j2 Global Communications, Inc. [NASDAQGS: JCOM], the provider of outsourced, value-added messaging and communications services, today announced an update regarding its stock option grants.
 
j2 Global previously announced an internal review of its option grant process and disclosed the status of that review in a Form 12b-25 filing with the Securities and Exchange Commission on August 9, 2006. On August 11, 2006, j2 Global’s Board of Directors decided that in addition to the internal review, it would establish a special committee of outside directors to perform an independent investigation to bring finality to this matter.
 
As a result, the Company will delay the filing of its Form 10-Q for the quarter ended June 30, 2006 until the independent investigation is completed. This filing will not be made within the five-calendar day period contemplated by Rule 12b-25(b).
 
Based on the Company’s work on this matter to date, it continues to believe that any additional compensation expense that may need to be recorded would not exceed approximately $2.1 million for the six and one-half year period from the Company’s July 1999 IPO through December 31, 2005, or approximately $80,000 for the first six months of 2006.
 
In light of the foregoing, management has concluded, and the Audit Committee of the Board of Directors agrees, that the Company may need to restate its historical financial statements to record non-cash charges for compensation expense relating to past stock option grants, but no final determination has been made. The Company’s management and the Audit Committee have discussed the matters disclosed in this Press Release with Deloitte & Touche LLP, the Company’s independent registered public accounting firm.
 
Although the timeframe for completing the investigation is uncertain, the Company continues to be focused on resolving these issues as quickly as possible and plans to file its Form 10-Q and any required restated financial statements following completion of the independent investigation.
 
About j2 Global Communications
Founded in 1995, j2 Global Communications, Inc. provides outsourced, value-added messaging and communications services to individuals and businesses around the world. j2 Global’s network spans greater than 2,000 cities in 31 countries on five continents. The Company offers faxing and voicemail solutions, document management solutions, Web-initiated conference calling, and unified-messaging and communications services. j2 Global markets its services principally under the brand names eFax®, j2®, jConnect®, JFAX™, eFax Corporate®, Onebox®, Electric Mail®, jBlast®, eFax Broadcast™, eVoice®, PaperMaster®, Consensus™, M4 Internet® and Protofax®. As of December 31, 2005, j2 Global had achieved 10 consecutive fiscal years of revenue growth and 4 consecutive fiscal years of positive and growing operating earnings. For more information about j2 Global, please visit www.j2global.com.
 
Contacts:
 
Robert Karpman
Jeff Adelman
Socket Media, Inc.
j2 Global Communications, Inc.
310-559-0541
323-372-3617
r.karpman@socketmedia.com
press@j2global.com
 
 

 

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this Press Release are “forward-looking statements” within the meaning of The Private Securities Litigation Act of 1995. These forward-looking statements are based on management’s current expectations or beliefs and are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items, the Company’s evaluation of its process regarding grant of stock options; the conclusions reached in the independent investigation; the anticipated maximum amount of compensation expense associated with this issue for prior and current periods; and other factors set forth in j2 Global’s filings with the Securities and Exchange Commission (“SEC”). For a more detailed description of the risk factors and uncertainties affecting j2 Global, refer to the Annual Report on Form 10-K filed by j2 Global on March 27, 2006, and the other reports filed by j2 Global from time to time with the SEC, each of which is available at www.sec.gov. The information set forth in this Press Release is based on limited information available to the Company at this time, which is subject to change. Although management’s expectations may change after the date of this press release, the Company undertakes no obligation to revise or update this information.
 
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