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) June 30, 2014
j2 Global, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-25965 | 47-1053457 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On Monday, June 30, 2014, Kathleen M. Griggs notified j2 Global, Inc. (the “Company”) that she would resign as Chief Financial Officer and Treasurer of the Company, effective August 8, 2014.
Effective upon her departure, R. Scott Turicchi, President and former Chief Financial Officer of the Company, will assume the role of Chief Financial Officer. The information required by Items 401(b) and 401(e) of Regulation S-K with respect to Mr. Turicchi is incorporated by reference to the information under the caption “Executive Officers” in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on March 26, 2014. The Company is not party to any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K relating to Mr. Turicchi. Mr. Turicchi does not have any family relationship required to be reported pursuant to Item 401(d) of Regulation S-K.
The Company issued a press release in connection with these announcements, which is attached hereto as Exhibit 99.1.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press release issued by j2 Global, Inc., dated July 3, 2014 | |
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 3, 2014 | By: | /s/ Jeffrey D. Adelman | ||||
| Jeffrey D. Adelman | ||||||
| Vice President, General Counsel and Secretary | ||||||
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 99.1 | Press release issued by j2 Global, Inc., dated July 3, 2014 | |
Exhibit 99.1
j2 Global Announces Appointment of President, R. Scott Turicchi, as CFO
LOS ANGELES — July 3, 2014 — j2 Global, Inc. (NASDAQGS:JCOM) today announced that j2 Global’s current President and former CFO, R. Scott Turicchi, will assume the role of Chief Financial Officer effective with Kathleen Griggs’ departure from her position as Chief Financial Officer and Treasurer of j2 Global on August 8, 2014, for personal reasons. Ms. Griggs’ departure does not result from any disagreement with j2 Global on any matter relating to j2 Global’s operations, policies or practices. It is anticipated that prior to her departure Ms. Griggs will participate in j2 Global’s Q2 2014 earnings call and will remain CFO through the preparation and filing of the Company’s Quarterly Report on 10-Q for the quarter.
Commenting on Ms. Griggs’ resignation, Hemi Zucker, j2 Global’s Chief Executive Officer stated, “On behalf of everyone at j2 Global, I thank Kathy for her contributions during her tenure as CFO during which j2 Global’s revenues, profits and market capitalization have grown significantly. We wish Kathy well in all of her future endeavors.”
About j2 Global
j2 Global, Inc. provides Internet services through two divisions: Business Cloud Services and Digital Media. The Business Cloud Services Division offers Internet fax, virtual phone, hosted email, email marketing, online backup, unified communications and CRM solutions. It markets its services principally under the brand names eFax®, eVoice®, FuseMail®, Campaigner®, KeepItSafe®, Livedrive® and Onebox®, and operates a messaging network spanning 49 countries on six continents. The Digital Media Division offers technology, gaming and lifestyle content through its digital properties, which include PCMag.com, IGN.com, AskMen.com, Toolbox.com and others. The Digital Media Division also operates NetShelter® Powered by BuyerBase®, an advanced digital ad targeting platform, and Ziff Davis B2B, a leading provider of research to enterprise buyers and leads to IT vendors. As of December 31, 2013, j2 had achieved 18 consecutive fiscal years of revenue growth. For more information about j2, please visit www.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 Reform 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: ability to grow non-fax revenues, profitability and cash flows; ability to identify, close and successfully transition acquisitions; 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, including but not limited to the imposition or increase of taxes 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 2013 Annual Report on Form 10-K filed by j2 Global on March 3, 2014, 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 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.
Contact:
j2 Global, Inc.
Laura Hinson , 800-577-1790
Laura.hinson@j2.com