<PAGE>
As filed with the Securities and Exchange Commission on July 14, 1999
Registration No. 333-76477
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
Amendment No. 5
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
JFAX.COM, INC.
(Exact name of registrant as specified in its charter)
--------------
<TABLE>
<S> <C> <C>
Delaware 4822 51-0371142
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
--------------
10960 Wilshire Boulevard
Suite 500
Los Angeles, California 90024
(310) 966-1800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Richard S. Ressler
Chief Executive Officer
JFAX.COM, INC.
10960 Wilshire Boulevard
Suite 500
Los Angeles, California 90024
(310) 966-1800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
Copies to:
<TABLE>
<S> <C>
Frank H. Golay, Jr., Esq. Nicholas P. Saggese, Esq.
Sullivan & Cromwell Skadden, Arps, Slate, Meagher & Flom LLP
1888 Century Park East 300 S. Grand Avenue
Los Angeles, California 90067 Los Angeles, California 90071
Telephone: (310) 712-6600 Telephone: (213) 687-5000
Fax: (310) 712-8800 Fax: (213) 687-5600
</TABLE>
--------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
--------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 464(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
<CAPTION>
Title of each class of Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered per unit(1) offering price(1) fee(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value................. 9,775,000 shares $11.00/$10.00 $106,375,000 $29,573
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933. The estimated
maximum offering price is $11.00 per share in respect of 8,625,000 shares
(see Amendment No. 1) and $10.00 in respect of 1,150,000 shares added to
the registration statement by Amendment No. 3.
(2) The registration fee was paid previously. $25,020 was paid prior to the
initial filing and an additional $6,151 was paid prior to the filing of
Amendment No.1.
--------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY STATEMENT
This Amendment No. 5 does not amend the prospectus and therefore, consistent
with Rule 472, no prospectus is included with this filing. The purpose of this
Amendment No. 5 is solely to file a revised copy Exhibit 5.1, and therefore
only Part II is included herewith.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following is a statement of the estimated expenses, other than
underwriting discounts and commissions, to be incurred by JFAX.COM in
connection with the distribution of the securities registered under this
registration statement.
<TABLE>
<CAPTION>
Amount to
be paid
----------
<S> <C>
SEC registration fee............................................. $ 29,573
NASD fees and expenses........................................... $ 11,138
Legal fees and expenses.......................................... $ 425,000
Nasdaq National Market listing fees.............................. $ 95,000
Accounting fees and expenses..................................... $ 300,000
Printing and engraving fees...................................... $ 200,000
Registrar and transfer agent's fees.............................. $ 10,000
Miscellaneous.................................................... $ 79,289
----------
Total........................................................ $1,150,000
==========
</TABLE>
Item 14. Indemnification of Directors and Officers
As permitted by Delaware law, our certificate of incorporation includes a
provision that eliminates the personal liability of our directors to us or our
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, its 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
II-1
<PAGE>
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."
In addition, the underwriting agreement for the offering will include
customary provisions indemnifying the officers, directors and our control
persons against liabilities in respect of information provided by the
underwriters for use in this registration statement.
We have also obtained a policy of directors' and officers' liability
insurance for our directors and officers to insure directors and officers
against the cost of defense, settlement or payment of a judgment under certain
circumstances.
Item 15. Recent Sales of Unregistered Securities
Between December 1995, when we were founded, and March 1997, when Mr.
Ressler invested in the Company through Orchard/JFAX Investors LLC and obtained
a controlling interest, we issued a total of 6,910,000 shares of our common
stock to our founders, Jaye Muller and John F. Rieley, as well as to various
individuals who made cash investments totaling $212,830 and who provided
investment, software and development consulting services to us in our early
stages of growth. During this time, we also issued 155,000 shares to The Regent
Trust Company Limited in September 1996 in exchange for a cash investment of
$412,500 and we issued 300,000 shares to Toxford Corporation in October 1996 in
exchange for a cash investment of $750,000.
In January 1997, we granted Michael P. Schulhof two warrants to purchase a
total of 840,000 shares of our common stock pursuant to a consulting agreement.
The first warrant provides Mr. Schulhof with the right to purchase 420,000
shares of our common stock at an exercise price of $0.70 per share. The second
warrant provides Mr. Schulhof with the right to purchase another 420,000 shares
of our common stock at an exercise price of $1.80 per share. Both warrants are
currently exercisable and expire in January 2007.
In March 1997, we issued 5,375,000 shares of common stock to Boardrush Media
LLC in exchange for an equivalent number of Mr. Muller's then-current stock
holdings, which holdings were canceled. At the same time, we issued 10,060,000
shares of common stock to Orchard/JFAX Investors LLC in exchange for a cash
investment of $7,750,000 and 240,000 shares to Globetrans Ltd. in satisfaction
of a consultant's fee due to Globetrans as a result of helping to procure
Orchard's investment.
In March and May 1997, we issued 220,000 shares and 150,000 shares to
Nehemia Zucker and Anand Narasimhan, upon the exercise by Messrs. Zucker and
Narasimhan of employee options granted to them when they joined us in 1996 and
payment by each of them of the option price of .02c per share. The total
purchase price was $44 and $30, respectively.
In October 1997, we entered into an interactive marketing relationship with
AOL and granted them a warrant to purchase 250,000 shares of our common stock
at an exercise price of $2.40 per share. These warrants are currently
exercisable and expire on October 15, 2004.
In November 1997, we issued 150,000 shares to Toxford Corporation upon the
exercise by Toxford Corporation of a previously issued warrant and the payment
by Toxford Corporation of the warrant exercise price of $2.50 per share, or a
total of $375,000.
II-2
<PAGE>
In March 1998, we issued a total of 3,750,000 shares of common stock at
$0.80 per share pursuant to a rights offering that was made available to all of
our then shareholders and warrant holders on the same terms. The total purchase
price was $3 million. The shareholders who participated and the number of
shares purchased were as follows: Orchard/JFAX Investors LLC (3,080,776),
Michael P. Schulhof (263,104), Globetrans Ltd. (147,481), Toxford Corporation
(140,949), Nehemia Zucker (41,739), Anand Narasihman (28,459), Geoff Goodfellow
(23,491), Neil Seeman (15,000) and Marc Seeman (9,000).
In April 1998, we granted Transamerica Business Credit Corporation a warrant
to purchase 29,166 shares of common stock for $2.40 per share, exercisable
until April 21, 2005, as partial consideration for a secured equipment loan in
the amount of approximately $1 million. On October 15, 1997, we also issued
250,000 warrants to America Online to purchase 250,000 shares of our common
stock at $2.40 per share, as part of our contract with America Online.
In June 1998, we issued $10 million of our 10% Senior Subordinated Notes due
2004 together with 2,101,971 shares of our common stock to an investor group
advised by Pecks Management Partners Ltd. consisting of Declaration of Trust
for Defined Benefit Plans of Zeneca Holdings, Inc., Declaration of Trust for
Defined Benefit Plans of ICI American Holdings, Inc., Delaware State Employees'
Retirement Fund and The J.W. McConnell Family Foundation. The total purchase
price was $10 million. At the same time, we also issued $5 million in
liquidation preference of our Series A Usable Redeemable Preferred Stock and
related warrants to acquire 3,125,000 shares of our common stock at $2.40 per
share, $3.5 million of which was purchased by DLJ Capital Corp. and its
affiliates and $750,000 of which was purchased by the group advised by Pecks
Management Partners Ltd. discussed above. In addition, Donaldson Lufkin &
Jenrette Securities Corporation, the affiliate of DLJ Capital Corp. that acted
as placement agent for the offerings, received warrants to acquire 268,750
shares of our common stock on the same terms as purchasers, as compensation for
its services. The total purchase price was approximately $5 million.
Orchard/JFAX Investors LLC, a company in which Richard S. Ressler is the
managing member, participated to the extent of $500,000 and GMT Partners, LLC
participated to the extent of $250,000 in the latter investment.
In October 1998 and January 1999, we issued $512,250 of our 10% Senior
Subordinated Notes due 2004 together with 105,727 shares of our common stock to
the investor group advised by Pecks Management Partners Ltd. above in
satisfaction of certain pay-in-kind obligations owing under the terms of the
original issued $10 million in 10% Senior Subordinated Notes due 2004 issued in
June 1998.
In October 1998, we issued 41,250 shares of our common stock to Gary H.
Hickox at a purchase price of $99,000. We loaned such amount to Mr. Hickox
pursuant to a $99,000 promissory note given to us by Mr. Hickox. The sale and
related note issuance were part of the terms of Mr. Hickox's employment
agreement with us. Also in October 1998, we issued 75,000 shares to an
individual upon the exercise of an option granted in January 1996 and payment
by such individual of the total option price of $15.00.
Between August 1998 and June 1999, we issued a total of 57,913 shares of our
common stock to various employees who exercised employee options to purchase
such stock at a price between $0.80 and $2.40 per share for a total purchase
price of $50,529.
II-3
<PAGE>
As of May 21, 1999, we effected a 1.25 for one stock split of our common
stock by means of a stock dividend, with a result that share numbers and
numbers of shares issuable upon exercise of warrants and options were
proportionately increased, and the purchase price per share of warrants and
options was proportionately reduced.
All of the above issuances were effected in private transactions pursuant to
the exemption provided by Section 4(2) under the Securities Act.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement.
3.1 Certificate of Incorporation, as amended and restated.
3.2 By-laws, as amended and restated.
4.1 Specimen of common stock certificate.
+5.1 Opinion of Sullivan & Cromwell, counsel to the Company.
9.1 Securityholders' Agreement, dated as of June 30, 1998, with the
investors in the June and July 1998 private placements.
10.1 JFAX.COM Incentive Compensation Bonus Plan.
10.2 JFAX Communications, Inc. (JFAX.COM) 1997 Stock Option Plan.
10.3 Employment Agreement for Gary H. Hickox, dated September 2, 1998.
10.3.1 Promissory Note issued by Gary H. Hickox to JFAX Communications, Inc.
on October 7, 1998, due October 7, 2001.
10.4 Employment Agreement for Dr. Anand Narasimhan, dated March 17, 1997.
10.4.1 Amended and Restated Interest Only Note issued by Anand Narasimhan to
JFAX Communications, Inc. on September 17, 1997, due September 17,
1998.
10.5 Employment Agreement for Nehemia Zucker, dated March 21, 1997.
10.5.1 Promissory Note issued by Nehemia Zucker to JFAX Communications, Inc.
on April 11, 1997, due March 31, 2001.
10.6 Consulting Agreement for Boardrush Media LLC, dated as of March 17,
1997.
10.7 Put Rights, for the benefit of the investors in the June and July
1998 private placements
10.8 Registration Rights Agreement, dated as of June 30, 1998, with the
investors in the June and July 1998 private placements.
10.9 Registration Rights Agreement, dated as of March 17, 1997, with
Orchard/JFax Investors, LLC, Boardrush LLC (Boardrush Media LLC),
Jaye Muller, John F. Rieley, Nehemia Zucker and Anand Narasimhan.
10.9.1 Letter, dated as of June 30, 1998, to Boardrush LLC, Jens Muller,
John F. Rieley, Anand Narasimhan, and Nehemia Zucker from Richard S.
Ressler regarding the Registration Rights Agreement, dated as of
March 17, 1997, among JFAX Communications, Inc., Boardrush LLC, Jens
Muller, John F. Rieley, Anand Narasimhan, and Nehemia Zucker.
10.10 Stock Option Agreement, dated as of January 24, 1997, by and among
JFAX Communications, Inc. and Michael P. Schulhof.
10.11 Letter, dated as of June 30, 1998, to Michael P. Schulhof from
Richard S. Ressler regarding the Stock Option Agreement, dated as of
January 24, 1997, between JFAX Communications, Inc. and Michael P.
Schulhof.
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
10.12 Purchase Agreement, dated as of July 2, 1998, relating to $5 million
of preferred stock and warrants.
10.13 Consent to Amendment of Purchase Agreement, dated as of April 16,
1999.
10.14 Form of warrant pursuant to such Purchase Agreement.
10.15 Master Loan and Security Agreement, dated as of March 10, 1998, by
JFAX Communications, Inc. in favor of Transamerica Business Credit
Corporation.
10.16 Promissory Note issued by JFAX Communications, Inc. to Transamerica
Business Credit Corporation on April 21, 1998 due May 1, 2001.
10.17 Promissory Note issued by JFAX Communications, Inc. to Transamerica
Business Credit Corporation on December 22, 1998 due January 1, 2002.
10.18 Investment Agreement among JFAX Communications, Inc., Jens Muller,
John F. Rieley and Boardrush LLC and Orchard/JFax Investors, L.L.C.
and Richard S. Ressler, dated as of March 14, 1997 and effective as of
March 17, 1997.
10.19 Promissory Note issued by Boardrush LLC to JFAX Communications, Inc.
dated March 17, 1997 due March 17, 2004.
21.1 List of subsidiaries of the Company.
23.1 Consent of KPMG LLP.
23.2 Consent of Sullivan & Cromwell (included in 5.1 above).
24.1 Power of Attorney (included in Signature Page of the original
Registration Statement).
27.1 Financial Data Schedule.
99.1 Consent of International Data Corporation for use of the quote on the
inside cover page.
</TABLE>
- --------
+ Filed herewith
All other exhibits were previously filed
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for 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 the Securities and Exchange 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 a 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 issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration
II-5
<PAGE>
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
(3) It will provide to the underwriters at the closing(s) specified in
the underwriting agreements certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 14th day of July, 1999.
JFAX.COM, Inc.
/s/ Zohar Loshitzer
By: _________________________________
Zohar Loshitzer
Chief Information Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 14, 1999:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Co-Chairman of the Board and
____________________________________ Chief Executive Officer
Richard S. Ressler (Principal Executive
Officer)
* Chief Financial and
____________________________________ Accounting Officer
Nehemia Zucker (Principal Financial and
Accounting Officer)
* Director
____________________________________
Jaye Muller
/s/ Zohar Loshitzer Director
____________________________________
Zohar Loshitzer
* Director
____________________________________
John F. Rieley
* Director
____________________________________
Michael P. Schulhof
* Director
____________________________________
R. Scott Turicchi
* Director
____________________________________
Robert J. Cresci
</TABLE>
*By:
/s/ Zohar Loshitzer
_____________________________________
Zohar Loshitzer
Attorney-in-fact
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.
3.1 Certificate of Incorporation, as amended and restated.
3.2 By-laws, as amended and restated.
4.1 Specimen of common stock certificate.
+5.1 Opinion of Sullivan & Cromwell, counsel to the Company.
9.1 Securityholders' Agreement, dated as of June 30, 1998, with the
investors in the June and July 1998 private placements.
10.1 JFAX.COM Incentive Compensation Bonus Plan.
10.2 JFAX Communications, Inc. (JFAX.COM) 1997 Stock Option Plan.
10.3 Employment Agreement for Gary H. Hickox, dated September 2, 1998.
10.3.1 Promissory Note issued by Gary H. Hickox to JFAX Communications, Inc.
on October 7, 1998, due October 7, 2001.
10.4 Employment Agreement for Dr. Anand Narasimhan, dated March 17, 1997.
10.4.1 Amended and Restated Interest Only Note issued by Anand Narasimhan to
JFAX Communications, Inc. on September 17, 1997, due September 17,
1998.
10.5 Employment Agreement for Nehemia Zucker, dated March 21, 1997.
10.5.1 Promissory Note issued by Nehemia Zucker to JFAX Communications, Inc.
on April 11, 1997, due March 31, 2001.
10.6 Consulting Agreement for Boardrush Media LLC, dated as of March 17,
1997.
10.7 Put Rights, for the benefit of the investors in the June and July 1998
private placements
10.8 Registration Rights Agreement, dated as of June 30, 1998, with the
investors in the June and July 1998 private placements.
10.9 Registration Rights Agreement, dated as of March 17, 1997, with
Orchard/JFax Investors, LLC, Boardrush LLC (Boardrush Media LLC), Jaye
Muller, John F. Rieley, Nehemia Zucker and Anand Narasimhan.
10.9.1 Letter, dated as of June 30, 1998, to Boardrush LLC, Jens Muller, John
F. Rieley, Anand Narasimhan, and Nehemia Zucker from Richard S.
Ressler regarding the Registration Rights Agreement, dated as of
March 17, 1997, among JFAX Communications, Inc., Boardrush LLC, Jens
Muller, John F. Rieley, Anand Narasimhan, and Nehemia Zucker.
10.10 Stock Option Agreement, dated as of January 24, 1997, by and among
JFAX Communications, Inc. and Michael P. Schulhof.
10.11 Letter, dated as of June 30, 1998, to Michael P. Schulhof from Richard
S. Ressler regarding the Stock Option Agreement, dated as of January
24, 1997, between JFAX Communications, Inc. and Michael P. Schulhof.
10.12 Purchase Agreement, dated as of July 2, 1998, relating to $5 million
of preferred stock and warrants.
10.13 Consent to Amendment of Purchase Agreement, dated as of April 16,
1999.
10.14 Form of warrant pursuant to such Purchase Agreement.
10.15 Master Loan and Security Agreement, dated as of March 10, 1998, by
JFAX Communications, Inc. in favor of Transamerica Business Credit
Corporation.
10.16 Promissory Note issued by JFAX Communications, Inc. to Transamerica
Business Credit Corporation on April 21, 1998 due May 1, 2001.
10.17 Promissory Note issued by JFAX Communications, Inc. to Transamerica
Business Credit Corporation on December 22, 1998 due January 1, 2002.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.18 Investment Agreement among JFAX Communications, Inc., Jens Muller,
John F. Rieley and Boardrush LLC and Orchard/JFax Investors, L.L.C.
and Richard S. Ressler, dated as of March 14, 1997 and effective as of
March 17, 1997.
10.19 Promissory Note issued by Boardrush LLC to JFAX Communications, Inc.
dated March 17, 1997 due March 17, 2004.
21.1 List of subsidiaries of the Company.
23.1 Consent of KPMG LLP.
23.2 Consent of Sullivan & Cromwell (included in 5.1 above).
24.1 Power of Attorney (included in Signature Page of the original
Registration Statement).
27.1 Financial Data Schedule.
99.1 Consent of International Data Corporation for use of the quote on the
inside cover page.
</TABLE>
- --------
+ Filed herewith
All other exhibits were previously filed
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF SULLIVAN & CROMWELL]
July 14, 1999
JFAX.COM, Inc.,
10960 Wilshire Boulevard
Suite 500,
Los Angeles, California 90024.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 9,775,000 shares (the "Securities") of Common Stock, par value
$0.01 per share, of JFAX.COM, Inc., a Delaware corporation (the "Company"), we,
as your counsel, have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of such
examination, we advise you that, in our opinion, when the registration statement
relating to the Securities (the "Registration Statement") has become effective
under the Act, the terms of the sale of the Securities have been duly
established in conformity with the Company's certificate of incorporation, and
the Securities have been duly issued and
<PAGE>
JFAX.COM, Inc.
-2-
sold as contemplated by the Registration Statement, the Securities will be
validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware and the case law
relating thereto, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
Securities" in the Prospectus. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
