<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported) November 29, 2000
j2 Global Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-25965 51-0371142
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
6922 Hollywood Blvd.
Suite 900
Los Angeles, California 90028
(Address of principal executive offices)
(323) 860-9200
(Registrant's telephone number, including area code)
JFAX.COM, Inc.
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective November 29, 2000, JFAX.COM Merger Sub, Inc. ("Merger Sub"), a
Delaware corporation and a wholly-owned subsidiary of j2 Global Communications,
Inc. (the "Registrant") merged (the "Merger") with and into eFax.com, Inc., a
Delaware corporation ("eFax"), pursuant to an Agreement and Plan of Merger dated
as of July 13, 2000 among the Registrant, Merger Sub and eFax (the "Merger
Agreement"). eFax was the surviving corporation in the Merger and became a
wholly-owned subsidiary of the Registrant. A copy of the press release
announcing the consummation of the Merger is filed as Exhibit 99.1 to this
report.
At the effective time of the Merger (the "Effective Time"), each issued and
outstanding share of common stock, par value $0.01 per share, of eFax (the "eFax
Common Stock") was converted into the right to receive 0.266 (the "Exchange
Ratio") of a share of common stock, par value $0.01 per share, of the Registrant
(the "j2 Common Stock"). Any eFax Common Stock owned by the Registrant, Merger
Sub or any other direct or indirect subsidiary of Registrant, or owned by eFax
or any direct or indirect subsidiary of eFax (collectively, the "Excluded
Shares"), were
<PAGE>
cancelled and retired without being so converted. Holders of eFax Common Stock
who would otherwise receive fractional shares of j2 Common Stock, instead are
entitled to receive a cash payment for their fractional share interests.
At the Effective Time, the Registrant assumed the obligations of eFax with
respect to each option to purchase eFax Common Stock outstanding immediately
before the Merger under the eFax 1997 Directors' Stock Option Plan, the eFax
1989 Stock Option Plan, and the eFax 1995 Stock Plan. In connection with the
Merger, each assumed option was converted into an option to purchase, on the
same terms and conditions as were applicable to such converted option, a number
of shares of j2 Common Stock equal to the number of shares of eFax Common Stock
underlying the converted option multiplied by the Exchange Ratio, at an exercise
price equal to the exercise price of the converted option divided by the
Exchange Ratio.
In connection with the Merger, and effective one day thereafter, the Registrant
filed an amendment to its certificate of incorporation to change its name to j2
Global Communications, Inc. from JFAX.COM, Inc.
The Registrant's Registration Statement on Form S-4 (Registration No. 333-
44676), as amended by pre-effective Amendments No. 1 and No. 2, which was
declared effective by the Securities and Exchange Commission on October 20, 2000
(as amended, the "Registration Statement"), sets forth certain information
regarding the Merger, the Registrant and eFax. Such information in the
Registration Statement includes, but is not limited to, information regarding
the terms of the Merger, a description of the assets involved, the nature and
amount of consideration paid by the Registrant therefor, the method used for
determining the amount of such consideration, the nature of any material
relationship between eFax and the Registrant, any affiliate, director or officer
of the Registrant or any associate of any such director or officer, the nature
of the Registrant's business and eFax's business and the Registrant's intended
use of the assets acquired in the Merger. The Registration Statement, including
the copy of the Merger Agreement filed as an exhibit thereto, is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
It is impracticable for Registrant to file herewith the required financial
statements in this Current Report on Form 8-K. Accordingly, such financial
statements will be filed by amendment as soon as practicable, but not later than
60 days after the date on which this Form 8-K must be filed in accordance with
paragraph (4) of Item 7(a) of Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION
It is impracticable for Registrant to file herewith the required pro forma
financial information in this Current Report on Form 8-K. Accordingly, such pro
forma financial information will be filed by amendment as soon as practicable,
but not later than 60 days after the date on which this Form 8-K must be filed
in accordance with paragraph (4) of Item 7(b) of Form 8-K.
<PAGE>
(c) EXHIBITS
The following exhibits are filed as part of this report:
Exhibit
Number Description
------ -----------
99.1 Press Release entitled "j2 Global Communications Announces
Closing of Merger with eFax.com," issued November 30, 2000.
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 Communications
(Registrant)
Date: December 5, 2000
By: /s/ Nehemia Zucker
------------------------------------------
Nehemia Zucker, Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
99.1 Press Release entitled "j2 Global Communications Announces
Closing of Merger with eFax.com," issued November 30, 2000.
