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)   July 16, 2012

j2 Global, 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 2.02 AND 7.01.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND REGULATION FD DISCLOSURE

On July 16, 2012, j2 Global, Inc. (the “Company”) issued a press release announcing it is proposing to issue $250 million aggregate principal amount of its senior unsecured notes due 2020 to be offered and sold only to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act.  A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Also on July 16, 2012, the Company issued a press release providing financial estimates for the second quarter of fiscal 2012.  A copy of the press release is attached as Exhibit 99.2 to this Form 8-K.

In addition, the Company is announcing its preliminary estimate of Adjusted EBITDA for the second quarter of fiscal 2012 of between $47.2 and $47.9 million.  Adjusted EBITDA is a non-GAAP financial measure and a reconciliation to the nearest GAAP financial measure (net income) is attached as Exhibit 99.3 to this Form 8-K.

NOTE:  This information is being furnished under both Item 2.02 “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure,” which information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated July 16, 2012.
99.2	Press Release dated July 16, 2012.
99.3	Adjusted EBITDA to Net Income Reconciliation.

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, Inc. (Registrant)
Date:  July 16, 2012	By:	/s/ Jeffrey D. Adelman
		Jeffrey D. Adelman Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release dated July 16, 2012.
99.2	Press Release dated July 16, 2012.
99.3	Adjusted EBITDA to Net Income Reconciliation.

EX-99.1

EXHIBIT 99.1

j2 Global Announces Proposed $250 Million Senior Unsecured Debt Offering

LOS ANGELES -July 16, 2012 - j2 Global, Inc. [NASDAQGS:JCOM] today announced that it is proposing to issue $250 million in senior unsecured notes due 2020 (the "Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").  j2 Global intends to use the net proceeds from the offering for general corporate purposes, which may include acquisitions.

The Notes are to be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States only to non-U.S. persons pursuant to Regulation S.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About j2 Global

Founded in 1995, j2 Global, Inc. provides cloud services to individuals and businesses around the world. j2 Global's network spans 49 countries on six continents. The Company offers Internet fax, voice and email solutions. j2 Global markets its services principally under the brand names eFax®, Onebox®, eVoice®, FuseMail®, Campaigner®, KeepItSafe® and CampaignerCRM™.

Contact:
	Laura Hinson
	j2 Global, Inc.
	800-577-1790
	laura.hinson@j2.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 Reform Act of 1995 with respect to the proposed senior notes offering. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including market and other conditions and, with respect to the proposed use of proceeds, the availability of acquisition targets on acceptable terms or at all.  The forward-looking statements provided in this press release are 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 these statements.

EX-99.2

EXHIBIT 99.2

j2 Global Reports Preliminary Second Quarter 2012 Results and Announces Earnings Call Date

Expected to Achieve Record Quarterly Revenues and Earnings per Share

LOS ANGELES—July 16, 2012—j2 Global, Inc. [NASDAQGS:JCOM] today announced preliminary financial results for the second fiscal quarter ended June 30, 2012 and the date for its Q2 2012 earnings call.

Preliminary Q2 Results

Q2 2012 Revenues are expected to be between $88.8 million and $89.5 million compared to $85.7 million for Q2 2011.

Q2 2012 Earnings per Share are expected to be between $0.66 and $0.68 compared to $0.61 for Q2 2011, an anticipated 8.2% to 11.5% increase.  Non-GAAP Earnings per Share are expected to be between $0.68 and $0.71 compared to $0.65 in Q2 2011, an anticipated 4.6% to 9.2% increase. See the attached reconciliation of Non-GAAP Earnings per Share to Earnings per Share.

The Company ended the quarter with more than $206 million in cash and investments after deploying approximately $10 million for the Company’s regular quarterly dividend, and approximately $20 million in repurchasing the Company’s common stock.

"I am pleased that our preliminary results for Q2 indicate that we achieved record quarterly revenues and earnings per share," said Hemi Zucker, j2 Global's chief executive officer.

Q2 Earnings Call

j2 Global will host its Q2 2012 earnings call on Wednesday, August 1, 2012 at 5 pm Eastern Time.  Hemi Zucker, chief executive officer, Scott Turicchi, president, and Kathy Griggs, chief financial officer, will host the call. Materials presented during the call will be posted on the Company's Web site at http://www.j2global.com at least thirty minutes prior to the call and filed with the Securities and Exchange Commission pursuant to Regulation FD.

What:         j2 Global, Inc. Q2 2012 Earnings Call

When:        5 p.m. Eastern Time on Wednesday, August 1, 2012

Where:       www.j2global.com

How:           Visit the above website and click the link at the top left of the page

Contact:     investor@j2.com

Questions for the conference call will be taken via e-mail at investor@j2.com and may be sent any time prior to or during the Webcast.  If you are unable to participate during the live Webcast, the conference call and presentation materials will be archived at www.j2global.com.

About j2 Global

Founded in 1995, j2 Global, Inc. provides cloud services to individuals and businesses around the world. j2 Global's network spans 49 countries on six continents. The Company offers Internet fax, voice and email solutions. j2 Global markets its services principally under the brand names eFax®, Onebox®, eVoice®, FuseMail®, Campaigner®, KeepItSafe® and CampaignerCRM™. As of December 31, 2011, j2 Global had achieved 16 consecutive fiscal years of revenue growth. For more information about j2 Global, please visit www.j2global.com.

Contact:
	Laura Hinson
	j2 Global, Inc.
	800-577-1790
	laura.hinson@j2.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 Reform Act of 1995, particularly those regarding the Company's expected second quarter 2012 financial results. 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. Among other things, management has prepared the estimated revenues and earnings per share information above in good faith based upon j2’s internal reporting for the fiscal quarter ended June 30, 2012. Such information has not yet been subject to j2’s normal quarterly financial closing processes and its independent registered public accounting firm has not commenced its review of these results. Therefore, the final results for the full fiscal quarter ended June 30, 2012 may be materially different. For a more detailed description of the risk factors and uncertainties affecting j2 Global, refer to the 2011 Annual Report on Form 10-K filed by j2 Global on February 28, 2012, and the other reports filed by j2 Global from time-to-time with the Securities and Exchange Commission, each of which is available at www.sec.gov. The forward-looking statements provided in this press release and particularly those regarding the Company's expected second quarter 2012 financial results are 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 these statements.

RECONCILIATION OF ESTIMATED NON-GAAP EARNINGS PER SHARE TO ESTIMATED EARNINGS PER SHARE

We disclose Non-GAAP Earnings per Share as a supplemental non-GAAP financial measure to enhance the public’s, analysts’, investors’ and our own understanding of, and highlight trends in, our Earnings per Share excluding the impact of share-based compensation and related taxes and items, if any, that we believe are not representative of our core operations.

The following table sets forth a reconciliation of estimated Q2 2012 Non-GAAP Earnings per Share to estimated Q2 2012 Earnings per Share, the most directly comparable GAAP financial measure:

	Low	High
Revenues	$88.8 million	$89.5 million
Net Income	$30.3 million	$31.4 million
Net Income per Diluted Share	$0.66	$0.68
Non-GAAP Net Income per Diluted Share(1)	$0.68	$0.71

(1)   Non-GAAP Earnings per Share excludes share-based compensation totaling approximately $0.03.

Non-GAAP Earnings per Share is not in accordance with, or an alternative to, Earnings per Share, and may be different from non-GAAP measures used by other companies. In addition, Non-GAAP Earnings per Share is not based on any comprehensive set of accounting rules or principles. This non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the company’s results of operations determined in accordance with GAAP.

EX-99.3

EXHIBIT 99.3

RECONCILIATION OF ESTIMATED ADJUSTED EBITDA TO ESTIMATED NET INCOME

EBITDA is defined as earnings before interest, taxes, depreciation and amortization; Adjusted EBITDA is defined as EBITDA excluding share-based compensation expense. We disclose estimated Q2 2012 Adjusted EBITDA as a supplemental non-GAAP financial performance measure, as we believe it is a useful metric by which to compare the performance of our business from period-to-period. We understand that measures similar to Adjusted EBITDA are broadly used by analysts, rating agencies and investors in assessing our performance. Accordingly, we believe that the presentation of Adjusted EBITDA provides useful information to investors.

The following table sets forth a reconciliation of estimated Q2 2012 Adjusted EBITDA to estimated Q2 2012 Net Income, the most directly comparable GAAP financial measure.

	Low	High
Net Income	$30.3 million	$31.4 million
Interest (Income)/Expense NET	$(0.4) million	$(0.4) million
Income Tax Expense	$9.8 million	$9.4 million
Depreciation & Amortization	$5.3 million	$5.3 million
Share Based Compensation	$2.2 million	$2.2 million
Adjusted EBITDA	$47.2 million	$47.9 million

Adjusted EBITDA is not in accordance with, or an alternative to, Net Income, and may be different from non-GAAP measures used by other companies. In addition, Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles. This non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the company’s results of operations determined in accordance with GAAP.