-----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, WZ3kM84CwF7EOw4JfLxIylO5qnc/NW2AHvMpQ/Apjhlg08lnAhkEQV/huEjc02S4 91giTawB79LKJh3raibmGg== 0001072613-09-000392.txt : 20090225 0001072613-09-000392.hdr.sgml : 20090225 20090225133710 ACCESSION NUMBER: 0001072613-09-000392 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090225 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090225 DATE AS OF CHANGE: 20090225 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: 09633232 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_16330.htm J2 GLOBAL COMMUNICATIONS, INC. WWW.EXFILE.COM, INC. -- 888-775-4789 -- j2 GOBAL 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)            February 25, 2009
 
 
 
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 February 25, 2009, j2 Global Communications, Inc. (the “Company”) issued a press release announcing that it had acquired the assets, including the subscriber base, associated with the Internet fax technology of CallWave, Inc. (“CallWave”), the San Francisco-based provider of Internet and mobile-based unified communications solutions.  As part of the transaction, the Company purchased two issued fax-related U.S. patents and six pending U.S. and foreign fax-related patent applications.  The Company also obtained a fully paid up, perpetual license to all of CallWave’s issued and pending patents.  The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

As part of the foregoing transaction, the Company also updated the existing patent license agreement, dated March 13, 2007, among the Company, certain of its affiliates and CallWave, whereby CallWave licensed all of the Company’s patent assets.
 
 
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit
Number
   
 
Description
     
99.1
 
Press Release, dated February 25, 2009.

 
 
 
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 25, 2009
By:
/s/ Jeffrey D. Adelman    
   
Jeffrey D. Adelman
Vice President, General Counsel and Secretary

 

 
- 2 - -

 

INDEX TO EXHIBITS


Exhibit
Number
   
 
Description
     
99.1
 
Press Release, dated February 25, 2009.

 
 
 
 
 
 
 
 
 
- 3 - -

 
EX-99.1 2 exh99-1_16330.htm PRESS RELEASE DATED FEBRUARY 25, 2009 WWW.EXFILE.COM, INC. -- 888-775-4789 -- j2 GOBAL COMMUNICATIONS, INC. -- EXHIBIT 99.1 TO FORM 8-K
EXHIBIT 99.1
 

j2 Global Acquires CallWave Internet Fax Assets
 

 
LOS ANGELES—February 25, 2009—j2 Global Communications, Inc. [NASDAQGS:JCOM], the provider of outsourced, value-added messaging and communication services, today announced that it has acquired the assets, including the subscriber base, associated with the Internet fax technology of CallWave, Inc. [NASDAQ:CALL], the San Francisco-based provider of Internet and mobile based unified communications solutions.  As part of this transaction, j2 has purchased two issued fax-related U.S. patents and six pending U.S. and foreign fax-related patent applications.  j2 has also obtained a fully paid up, perpetual license to all of CallWave’s issued and pending patents.

The financial impact of this transaction is not expected to be material to j2.

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 more than 3,000 cities in 46 countries on six continents. The Company offers Internet fax, voice and email solutions. j2 Global markets its services principally under the brand names eFax®, eFax Corporate®, Onebox®, eVoice® and Electric Mail®. As of December 31, 2008, j2 Global had achieved 13 consecutive fiscal years of revenue growth and seven consecutive fiscal years of positive and growing operating earnings. For more information about j2 Global, please visit www.j2global.com.

Contact:
Jeff Adelman
j2 Global Communications, Inc.
323-372-3617
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: Subscriber growth and retention; variability of revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of adverse changes in the U.S. or international regulatory environments surrounding unified messaging and telecommunications, including but not limited to the imposition of additional taxation or regulatory-related fees; and the numerous 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 2007 Annual Report on Form 10-K filed by j2 Global on February 25, 2008, and the other reports filed by j2 Global from time-to-time with the SEC, each of which is available at www.sec.gov. These forward-looking statements are based on limited information, 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 these forward-looking statements.



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