-----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, MBfUn4COJcTFNilguoi0dfxDtD3IuGszwr23ahkVhZpUXr9wWe/XFyNPDUnBleLD 30flYtQDhfNqc4L0vqwnVw== 0001056359-99-000002.txt : 19990209 0001056359-99-000002.hdr.sgml : 19990209 ACCESSION NUMBER: 0001056359-99-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990208 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EFAX COM INC CENTRAL INDEX KEY: 0000872901 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770182451 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22561 FILM NUMBER: 99524233 BUSINESS ADDRESS: STREET 1: 1378 WILLOW RD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6503240600 MAIL ADDRESS: STREET 1: 1378 WILLOW RD CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: JETFAX INC DATE OF NAME CHANGE: 19970228 8-K 1 FORM 8-K 1 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 8, 1999 eFax.com, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-22561 77-0182451 (Commission File No.) (IRS Employer Identification No.) 1378 Willow Road Menlo Park, California 94025 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (650) 324-0600 (Formerly known as JetFax, Inc.) 2 The Current Report on Form 8-K contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, related to eFax.com, Inc., a Delaware corporation ("eFax.com") that may involve substantial risks and uncertainties. Actual results and developments therefore may differ materially from those described or incorporated by reference in this report. For more information about eFax.com and risks arising when investing in eFax.com, you are directed to eFax.com's most recent reports on Form 10-K and Form 10-Q, as filed with the Securities and Exchange Commission (the "Commission"). Item 5. Other Events. Pursuant to a Certificate of Ownership and Merger, which provides for the merger of eFax.com, Inc., a Delaware corporation and wholly owned subsidiary of the JetFax, Inc., filed with the Delaware Department of Corporations and declared effective on February 8, 1999, the corporate name of JetFax, Inc., a Delaware Corporation has been changed to "eFax.com, Inc." All agreements, actions, filings and reports made after February 8, 1999 shall bear the name "eFax.com, Inc." The symbol for the Company's common stock as reported on the Nasdaq National Market, effective at the close of business on February 8, 1999, shall be "EFAX." Further information is available in a press release dated February 8, 1999, a copy of which is attached as Exhibit 99 and the full text of which is incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits
Exhibit No. Description - -------- ------------------------------------ 99 Press Release dated February 8, 1999.
3 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. eFax.com, Inc. Dated: February 8, 1999 By: /s/ Rudy Prince ---------------------------- Rudy Prince President and Chief Executive Officer 5 EX-99 2 PRESS RELEASE DATED FEBRUARY 8, 1999 EXHIBIT 99 NASDAQ SYMBOL: EFAX For Immediate Release - --------------------- Contact: Allen K. Jones Vice President and Chief Financial Officer 650-688-6809 JETFAX REPORTS FOURTH QUARTER RESULTS MENLO PARK, Calif. - February 8, 1999 - eFax.com, Inc. (NASDAQ: EFAX) [formerly JetFax, Inc. (NASDAQ: JTFX)], a leader in digital messaging technology, announced financial results for the fourth quarter ended December 31, 1998. Revenues for the quarter were $7.1 million, an increase of 24 percent from the $5.7 million reported for the quarter ended December 31, 1997. The company reported a fourth quarter net loss of $365,000 or $0.03 per share compared to a net loss of $2.4 million or $0.20 per share in the year ago quarter. Included in the fourth quarter loss was approximately $350,000 of additional inventory reserves. The company name has officially changed today from JetFax, Inc. to eFax.com, Inc. and the trading symbol on NASDAQ will convert from JTFX to EFAX at the end of trading today. The name change is being done in conjunction with today's launch of the new eFax.com service, which can be viewed at www.efax.com on the Internet. eFax is a free fax-to-email Web service that combines the ease of fax with the popularity of email. Revenues for the year ended December 31, 1998 were $30.2 million, a 31 percent increase over the $23.0 million for the prior year. The Company reported a net loss of $1.5 million or $0.13 per share for the year ended December 31, 1998 compared to a net loss of $6.2 million or $0.61 per diluted share for the prior year. JetFax branded product revenue of $5.3 million rose 32 percent in the fourth quarter from $4.0 million in the year ago quarter, while full year 1998 product revenue of $23.4 million increased 44 percent from $16.3 million in 1997. Development and licensing revenues of $1.8 million in the fourth quarter increased 5 percent from $1.7 million in the year ago quarter and rose to $6.8 million for the full year 1998, an increase of 2 percent from $6.7 million in 1997. Product gross margin was 30.3 percent for the fourth quarter of 1998 compared with 21.6 percent for the year ago quarter and rose to 31.6 percent for 1998 compared with 27.0 percent for 1997. Fourth quarter operating expenses of $3.7 million decreased 23 percent from $4.8 million for the year ago quarter, which included costs related to the acquisition of DocuMagix. "The year end review of inventory led to additional reserves on the order of $350,000, with approximately half related to reduced demand for JetFax MFPs and half related to previously 6 inventoried marketing materials," stated Allen Jones, CFO. "These charges to Cost of Product Revenues and Selling and Marketing, respectively, accounted for the bulk of the quarter's loss. Absent the charge for marketing materials, operating income was essentially flat, even with the inclusion of certain startup expenses for the efax.com service." "The change in the Company's name and the launch of the new eFax.com service represent a refocus of our technological resources from the historical fax and multifunction product (MFP) applications to take advantage of the communication potential of the Internet," stated Rudy Prince, CEO. "While we expect to continue as an important innovator and player in the MFP segment, the expansion of our business into Internet communications provides substantial growth opportunities." Further information regarding the company name change and the eFax.com service can be found on related press releases also issued today. ``Safe Harbor'' Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical information, the statements set forth above include forward-looking statements that involve risk and uncertainties. The Company wishes to caution readers that a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include the following: the uncertain performance, user adoption, and financial results from products integrating fax technology with the Internet; operating difficulties in successfully combining the businesses of the Company and DocuMagix; the size and timing of and fluctuations in end user demand for the Company's branded products and OEM products incorporating the Company's technology; the fact that the Company's markets are characterized by rapidly changing technology, evolving industry standards and frequent introductions of new products and enhancements, and the Company's ability to respond to such changes; difficulties which the Company may experience in completing the development of turnkey designs for OEM customers, its color technology or other products; the fact that the multifunction and color markets targeted by the Company are at an early stage of development; the highly competitive nature of the markets for the Company's products; the phase-out or early termination of the Company's branded products or OEM products incorporating the Company's technology; the Company's ability to attract and retain skilled personnel; the Company's reliance on third party suppliers for components used in the Company's products; the quarterly variability in the Company's bookings and design wins; and the Company's reliance on a relatively small number of OEM customers for a large percentage of its revenue. These and other factors which could cause actual results to differ materially from those in the forward-looking statements are also discussed in the Company's filings with the Securities and Exchange Commission, including its recent filings on Form 10-K, Form S-8, Form 10-Q, and Form S-1. 7 JetFax, Inc. Condensed Consolidated Balance Sheets (in thousands)
December 31, December 31, 1998 1997 ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 1,305 $ 4,200 Short term investments 2,808 3,024 Accounts receivable, net 4,402 4,820 Inventories 4,519 4,029 Prepaid expenses 247 277 ------------ ------------ Total current assets 13,281 16,350 Property, net 1,339 1,160 Other assets 1,595 1,346 ------------ ------------ Total assets $ 16,215 $ 18,856 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 777 $ 1,672 Accrued liabilities 1,576 1,864 ------------ ------------ Total current liabilities 2,353 3,536 Deferred Revenue 25 49 Stockholders' equity: Common stock 119 117 Additional paid-in capital 42,946 42,881 Accumulated deficit (29,228) (27,727) ------------ ------------ Total stockholders' equity 13,837 15,271 ------------ ------------ Total liabilities and stockholders' equity $ 16,215 $ 18,856 ============ ============
For presentation purposes, the periods ended January 2, 1999 and January 3, 1998 are referred to above as ending on December 31, 1998 and 1997, respectively. 8 JetFax, Inc. Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share amounts)
Three Months Ended Twelve Months Ended December 31, December 31, 1998 1997 1998 1997 -------- -------- -------- -------- Revenues: Product $ 5,293 $ 4,012 $ 23,385 $ 16,281 Development fees 483 428 1,779 2,246 Software & technology license fees 1,288 1,256 5,069 4,493 -------- -------- -------- -------- Total revenues 7,064 5,696 30,233 23,020 Costs and expenses: Cost of product revenues 3,691 3,146 16,005 11,886 Cost of software and license revenues 110 207 710 770 Research and development 1,389 1,699 5,445 5,355 Selling and marketing 1,607 1,689 7,267 6,046 General and administrative 708 967 2,592 3,031 Crandell Acquisition Expense - - - 1,681 Documagix acquisition expense - 425 - 425 -------- -------- -------- -------- Total costs and expenses 7,505 8,133 32,019 29,194 -------- -------- -------- -------- Income (loss) from operations (441) (2,437) (1,786) (6,174) Other income (expense), net 97 91 365 111 -------- -------- -------- -------- Income (loss) before income taxes (344) (2,346) (1,421) (6,063) Provision for income taxes 21 18 80 96 -------- -------- -------- -------- Net income (loss) $ (365) $ (2,364) $ (1,501) $ (6,159) ======== ======== ======== ======== Net income (loss) per share: Basic $ (0.03) $ (0.20) $ (0.13) $ (0.61) ======== ======== ======== ======== Diluted $ (0.03) $ (0.20) $ (0.13) $ (0.61) ======== ======== ======== ======== Shares used in computation: Basic 11,834 11,649 11,784 10,170 Diluted 11,834 11,649 11,784 10,170
For presentation purposes, the periods ended January 2, 1999 and January 3, 1998 are referred to above as ending on December 31, 1998 and 1997, respectively. 9 -----END PRIVACY-ENHANCED MESSAGE-----