As filed with the Securities and Exchange Commission on July 12, 2001.
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
j2 GLOBAL COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 51-0371142
(State of incorporation) (I.R.S. Employer
Identification Number)
6922 Hollywood Blvd.
Suite 800
Hollywood, California 90028
(Address of principal executive offices)
j2 Global Communications, Inc.
2001 Employee Stock Purchase Plan
Richard S. Ressler
Chairman of the Board
j2 Global Communications, Inc.
6922 Hollywood Blvd.
Suite 800
Hollywood, California 90028
(Name and address of agent for service) (Zip code)
(323) 860-9200
(Registrant's telephone number, including area code)
Calculation of Registration Fee
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Title Of Amount To Be Proposed Maximum Proposed Maximum Amount Of
Securities To Be Registered (1) Offering Price Per Aggregate Offering Registration
Registered Share (2) Price (2) Fee (3)
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Common Stock, 500,000 shares $3.975 $1,987,500 $496.88
$0.01 per share
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(1) In the event of a stock split, stock dividend, or similar transaction
involving the Registrant's common
stock, in order to prevent dilution, the number of shares registered shall
be automatically increased to cover the additional shares in accordance
with Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h) of the Securities Act, based on the
average of the high and low prices of the Common Stock of j2 Global
Communications, Inc. (the "Company") as reported on the NASDAQ National
Market on July 5, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by the Company with the
Securities and Exchange Commission (the "Commission") and are incorporated
herein by reference:
(a) Annual Report on Form 10-K/A, for the fiscal year ended December
31, 2000, filed April 30, 2001;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
2001, filed May 15, 2001;
(c) Current Reports on Form 8-K filed on April 23, 2001 and July 2,
2001, respectively; and
(d) The "Description of Capital Stock" contained in the Company's
Registration Statement on Form S-1/A filed with the Commission on July 22, 1999,
and any other amendments or reports filed for the purpose of updating such
description.
All documents filed subsequent to the date hereof by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and prior to the filing of a post-
effective amendment hereto which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and made a part hereof from
their respective dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents"); provided,
however, that the documents enumerated above or subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in
each year during which the offering made hereby is in effect prior to the filing
with the Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference herein
or be a part hereof from and after the filing of such Annual Report on Form 10-
K; and provided further, that any report or reports furnished subsequent to the
date hereof under Item 9 of Form 8-K shall not be Incorporated Documents.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of the Common Stock registered pursuant to
this Registration Statement and certain other matters will be passed upon by
Jeffrey D. Adelman, Vice President, General Counsel and Secretary of the
Company. As of July 9, 2001, Mr. Adelman owned 3,750 shares of the Company's
Common Stock.
Item 6. Indemnification of Directors and Officers
As permitted by Delaware law, the Company's certificate of
incorporation includes a provision that eliminates the personal liability of the
Company's directors to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director.
Article VI of our by-laws provides:
"The Corporation shall indemnify to the full extent permitted by law any person
made or threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person or such person's testator or intestate is or was a director, officer
or employee of the Corporation or serves or served at the request of the
Corporation any other enterprise as a director, officer or employee. Expenses,
including attorneys' fees, incurred by any such person in defending any such
action, suit or proceeding shall be paid or reimbursed by the Corporation
promptly upon receipt by it of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation. The rights provided to any person by this
by-law shall be enforceable against the Corporation by such person who shall be
presumed to have relied upon it in serving or continuing to serve as a director,
officer or employee as provided above. No amendment of this by-law shall impair
the rights of any person arising at any time with respect to events occurring
prior to such amendment. For purposes of this by-law, the term 'Corporation'
shall include any predecessor of the Corporation and any constituent corporation
(including any constituent of a constituent) absorbed by the Corporation in a
consolidation or merger; the term 'other enterprise' shall include any
corporation, partnership, joint venture, trust or employee benefit plan; service
'at the request of the Corporation' shall include service as a director, officer
or employee of the Corporation which imposes duties on, or involves services by,
such director, officer or employee with respect to an employee benefit plan, our
participants or beneficiaries; any excise taxes assessed on a person with
respect to an employee benefit plan shall be deemed to be indemnifiable
expenses; and action by a person with respect to an employee benefit plan which
such person reasonably believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action not opposed to the best
interests of the Corporation."
The Company has also obtained a policy of directors' and officers'
liability insurance for its directors and officers to insure directors and
officers against the cost of defense, settlement or payment of a judgment under
certain circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The following are filed as exhibits to this registration statement:
EXHIBITS
4.1 Provisions of the Amended and Restated Certificate of Incorporation of
the Company that define the rights of security holders of the Company
(incorporated by reference to Exhibit 3.1 of the Company's
registration statement of Form S-1 filed on April 16, 1999)
4.2 Provisions of the Amended and Restated Bylaws of the Company that
define the rights of security holders of the Company (incorporated by
reference to Exhibit 3.2 of the
Company's registration statement of Form S-1 filed on April 16, 1999)
5. Opinion of Jeffrey D. Adelman, Vice President, General Counsel and
Secretary of the Company, as to the validity of the securities to be
issued
10. j2 Global Communications, Inc. 2001 Employee Stock Purchase Plan
23.1. Consent of KPMG LLP, independent accountants
23.2. Consent of Jeffrey D. Adelman (included in Opinion of Jeffrey D.
Adelman at Exhibit 5)
24. Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs 1(i) and 1(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof; and
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and each filing of a Plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issues.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
above requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Los Angeles, State of California, on this 12th day of
July, 2001:
j2 Global Communications, Inc.
By: /s/ Richard S. Ressler
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Richard S. Ressler
Chairman of the Board
KNOW ALL PERSONS BY THESE PRESENTS, that such person whose signature
appears below constitutes and appoints Richard S. Ressler, Jeffrey D. Adelman,
and Nehemia Zucker, and each of them severally, his true and lawful
attorneys-in-fact with power of substitution and resubstitution to sign in his
name, place and stead, in any and all capacities, to do any and all things and
execute any and all instruments that such attorney may deem necessary or
advisable under the Securities Act or Exchange Act and any rules, regulations
and requirements of the Commission, in connection with the registration under
the Securities Act of the securities of the Registrant, including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign his name in his respective capacity as a member of the Board of Directors
or officer of the Registrant, to this Registration Statement and/or such other
form or forms as may be appropriate to be filed with the Commission as any of
them may deem appropriate in respect of the securities of the Registrant, to any
and all amendments thereto (including post-effective amendments) to this
Registration Statement, to any related Rule 462(b) Registration Statement and to
any documents filed as part of or in connection with this Registration Statement
and any and all amendments thereto, including post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on July 12, 2001 by the following persons
in the capacities indicated.
Signature Title
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/s/ Richard S. Ressler
Chairman of the Board
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Richard S. Ressler
/s/ Nehemia Zucker
Chief Financial Officer
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Nehemia Zucker
/s/ Douglas Y. Bech
Director
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Douglas Y. Bech
/s/ Robert J. Cresci
Director
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Robert J. Cresci
/s/ John F. Rieley
Director
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John F. Rieley
/s/ Michael P. Schulhof
Director
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Michael P. Schulhof
INDEX TO EXHIBITS
EXHIBITS
4.1 Provisions of the Amended and Restated Certificate of Incorporation of
the Company that define the rights of security holders of the Company
(incorporated by reference to Exhibit 3.1 of the Company's registration
statement of Form S-1 filed on April 16, 1999)
4.2 Provisions of the Amended and Restated Bylaws of the Company that define
the rights of security holders of the Company (incorporated by reference
to Exhibit 3.2 of the Company's registration statement of Form S-1 filed
on April 16, 1999)
5. Opinion of Jeffrey D. Adelman, Vice President, General Counsel and
Secretary of the Company, as to the validity of the securities to be
issued
10. j2 Global Communications, Inc. 2001 Employee Stock Purchase Plan
23.1. Consent of KPMG LLP, independent accountants
23.2. Consent of Jeffrey D. Adelman (included in Opinion of Jeffrey D. Adelman
at Exhibit 5)
24. Power of Attorney (included on signature page).