-----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, IGFxD1ba6USsymVXsCFS8Tijtf7NoJFNMVpqQ4CkQpxujcAAsPy5tKPDnrpV2STR RFoivMWqw07AkhLFNdZIAg== 0001072613-07-000170.txt : 20070201 0001072613-07-000170.hdr.sgml : 20070201 20070201080039 ACCESSION NUMBER: 0001072613-07-000170 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070131 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070201 DATE AS OF CHANGE: 20070201 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: 1934 Act SEC FILE NUMBER: 000-25965 FILM NUMBER: 07569978 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 1 form8-k_14880.htm J2 GLOBAL COMMUNICATIONS, INC. FORM 8-K WWW.EXFILE.COM, INC. -- 14880 -- j2 GLOBAL COMMUNICATIONS, INC. -- FORM 8-K


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
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)        January 31, 2007

 
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))
 


 
Item 8.01
Other Events
 

On January 31, 2007, j2 Global Communications, Inc. (“j2”) sent a letter to Easylink Services Corporation (“Easylink”) to submit an offer to acquire all outstanding Easylink common stock at a fixed price of $4.50 per share payable in cash. In the letter, j2 discloses that as of January 31, 2007 it has nearly $200 million in cash and investments. A copy of the letter is filed as Exhibit 99.1 to this Form 8-K.
 

Item 9.01
Financial Statements and Exhibits.

(c) Exhibits

Exhibit
Number
   
 
Description
 
 
 
99.1
 
Letter to Easylink Services Corporation dated January 31, 2007.

 
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:    February 1, 2007
By:
/s/ R. Scott Turicchi    
 
 
R. Scott Turicchi
Co-President and Chief Financial Officer
 
 
 

 

 
INDEX TO EXHIBITS
 
 
Exhibit
Number
   
 
Description
 
 
 
 
 
99.1
 
Letter to Easylink Services Corporation dated January 31, 2007.
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
EX-99.1 2 exh99-1_14880.htm LETTER TO EASYLINK SERVICES CORP. WWW.EXFILE.COM, INC. -- 14880 -- j2 GLOBAL COMMUNICATIONS, INC. -- EXHIBIT 99.1 TO FORM 8-K
 
EXHIBIT 99.1
[j2 Global Communications, Inc. Letterhead]

January 31, 2007



Board of Directors
Easylink Services Corporation
33 Knightsbridge Road
Piscataway, NJ 08854

Gentlemen:

On behalf of j2 Global Communications, Inc. (“j2”), I am pleased to submit the following offer to acquire Easylink Services Corporation (“Easylink”). j2 proposes to acquire all outstanding Easylink common stock at a fixed price of $4.50 per share payable in cash. We believe this transaction would be beneficial to both j2’s and Easylink’s shareholders.

We make this proposal following a thorough review of Easylink’s publicly available information. We may be prepared to increase the per share price if we are permitted to perform a brief due diligence review of Easylink and in that review discover additional positive non-public information. We are prepared to begin this process immediately. However, the confidentiality agreement (“CA”) presented to us by your investment banking firm contains language unacceptable to us and which we believe is not in the interests of your shareholders. Specifically, we are referring to Paragraph 14 of the CA, which provides in relevant part as follows:

“. . . Participant agrees not to, either directly or through others, . . . (b) propose to [Easylink] or any other person any acquisition, or other business combination or similar transaction between Participant and [Easylink] and/or its security holders, or involving any of its securities or security holders, unless [Easylink] shall have requested in advance in writing that Participant make such a proposal, and (c) acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of [Easylink] or any of [Easylink’s] securities, businesses or assets unless [Easylink] shall have consented in advance in writing to such acquisition.”
 
j2 believes that Easylink’s insistence on this language is not in the interests of Easylink’s shareholders, particularly in light of the fact that at least one proposed transaction has been publicly disclosed and Easylink stated in its press release dated January 19, 2007 that “numerous parties have expressed interest in potentially acquiring the business.” j2 will need to perform a due diligence investigation to evaluate non-public information regarding Easylink in order to determine whether j2 can increase the proposed per share purchase price. We are prepared to enter into a customary and reasonable confidentiality agreement that does not contain this language. This offer is subject to the condition that our due diligence review identifies no
 
 
 

 
material adverse change in Easylink’s financial condition, results of operations, business or prospects versus what Easylink has disclosed in its publicly available information.

To effect the transaction, j2 would propose to affect a cash merger involving all of Easylink’s outstanding common stock. Alternatively, we would be prepared to consider other structures for the acquisition, including a tender offer. We expect that the transaction could be consummated within six to eight weeks of the execution of definitive transaction documentation.

Currently, j2 has nearly $200 million in cash and investments and would use its currently existing cash balances to finance the transaction. As a result, our offer would not be subject to any financing contingency.

We are ready to meet with you to discuss all aspects of this proposal and to answer any questions you may have, and are prepared to immediately begin the requested due diligence review.

The Board of j2 has unanimously approved this proposal, and has unanimously authorized us to proceed. We desire to promptly conclude a transaction that is enthusiastically supported by Easylink’s Board of Directors, shareholders and employees. We look forward to hearing from you.

Sincerely,



R. Scott Turicchi
j2 Co-President and Chief Financial Officer




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