<PAGE>
As filed with the Securities and Exchange Commission on February 24, 2000.
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
JFAX.COM, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 51-0371142
(State of incorporation) (I.R.S. Employer
Identification Number)
6922 Hollywood Boulevard
Hollywood, California 90028
(Address of principal executive offices)
JFAX.COM, Inc. (JFAX.COM) Amended and Restated 1997 Stock Option Plan
Richard S. Ressler
Co-Chairman of the Board
JFAX.COM, Inc.
6922 Hollywood Boulevard
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
<TABLE>
<CAPTION>
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Title Of Securities Amount To Be Proposed Maximum Offering Proposed Maximum Aggregate Amount Of
To Be Registered Registered Price Per Share (1) Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 5,215,000 shares (2) $5.0156 $26,156,354.00 $6,905.28
$0.01 per share
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low prices of the
Common Stock of JFAX.COM, Inc. (the "Company") as reported on the NASDAQ
National Market on February 17, 2000, multiplied by the amount of shares to be
registered.
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(2) Also includes options that were granted to Michael P. Schulhof under a
Consulting Agreement with Mr. Schulhof. All such options are described in the
documents filed or furnished pursuant to the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, which are incorporated by
reference herein. This registration statement shall also cover any additional
shares of common stock which become issuable under the JFAX.COM, Inc. Amended
and Restated (JFAX.COM) 1997 Stock Option Plan ("1997 Stock Option Plan") by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an
increase in the number of the outstanding shares of common stock of JFAX.COM,
Inc.
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PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents are incorporated by reference into this
registration statement:
(a) Our prospectus filed with the Commission on July 23, 1999 pursuant to Rule
424(b)(4) of the Securities Act.
(b) Our quarterly report on Form 10-Q filed with the Commission on November 15,
1999. In addition, all documents that we file pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act") after the date of this registration statement and prior to
the filing of a post-effective amendment that indicates that all securities
offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part of this registration statement from the date of the filing
of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained in this registration statement, or in any
other subsequently filed document that also is or is deemed to be
incorporated by reference in this registration statement, 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 of this registration statement.
(c) The description of Common Stock contained in our report on Form 8-A filed
with the Commission on May 4, 1999 pursuant to the Exchange Act (including
the subsequent amendment to such description as contained in the Rule
424(b)(4) prospectus filed with the Commission on July 23, 1999).
ITEM 4. Description of Securities
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel
Not applicable.
ITEM 6. 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
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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 II-1 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 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 included 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 7. Exemption from Registration Claimed
Not Applicable.
ITEM 8. Exhibits
The following are filed as exhibits to this registration statement:
EXHIBITS
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4.1 Certificate of Incorporation, as amended and restated (incorporated by
reference to Exhibit 3.1 of Registrant's registration statement of Form
S-1 filed on April 16, 1999).
4.2 By-laws, as amended and restated (incorporated by reference to Exhibit
3.2 of Registrant's registration statement of Form S-1 filed on April
16, 1999).
4.3 JFAX Communications, Inc. (JFAX.COM) Amended and Restated 1997 Stock
Option Plan (incorporated by reference to Exhibit 10.2 of Registrant's
statement of Form S-1/A filed on May 26, 1999).
5. Opinion of Nicholas V. Morosoff as to the validity of the Common Stock.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Nicholas V. Morosoff, General Counsel of JFAX.COM, Inc.
(included in Opinion of Nicholas V. Morosoff 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;
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 20 percent 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and 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 the
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.
(3) To remove from registration by means of a 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
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 that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
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 the 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.
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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 16th day of
February, 2000:
JFAX.COM, Inc.
By: /s/ Richard S. Ressler
___________________________
Richard S. Ressler
Co-Chairman of the Board
KNOW ALL PERSONS BY THESE PRESENTS, that such person whose signature
appears below constitutes and appoints Richard S. Ressler and Nicholas V.
Morosoff 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 Common Stock 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 Common Stock 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.
Signature Title
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/s/ Richard S. Ressler Co-Chairman of the Board
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Richard S. Ressler
/s/ Jaye Muller Co-Chairman of the Board and Director
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Jaye Muller
/s/ Steven J. Hamerslag President and Chief Executive Officer
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Steven J. Hamerslag
/s/ Nehemia Zucker Chief Financial Officer
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Nehemia Zucker
/s/ Zohar Loshitzer Chief Information Officer and Director
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Zohar Loshitzer
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/s/ John F. Rieley Director
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John F. Rieley
/s/ Michael P. Schulhof Director
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Michael P. Schulhof
/s/ R. Scott Turicchi Director
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R. Scott Turicchi
/s/ Robert J. Cresci Director
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Robert J. Cresci
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INDEX TO EXHIBITS
EXHIBITS PAGE
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4.1 Certificate of Incorporation, as amended and restated --
(incorporated by reference to Exhibit 3.1 of Registrant's
registration statement of Form S-1 filed on April 16, 1999).
4.2 By-laws, as amended and restated (incorporated by reference --
to Exhibit 3.2 of Registrant's registration statement of Form
S-1 filed on April 16, 1999).
4.3 JFAX Communications, Inc. (JFAX.COM) Amended and Restated 1997 --
Stock Option Plan (incorporated by reference to Exhibit 10.2 of
Registrant's statement of Form S-1/A filed on May 26, 1999).
5. Opinion of Nicholas V. Morosoff as to the validity of the Common
Stock. 10
23.1 Consent of KPMG LLP, independent auditors. 12
23.2 Consent of Nicholas V. Morosoff, General Counsel of JFAX.COM, Inc. 10
(included in Opinion of Nicholas V. Morosoff at Exhibit 5).
24. Power of Attorney (included on signature page). 7
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Exhibit 5. Opinion of Nicholas V. Morosoff
February 23, 2000
JFAX.COM, INC.
6922 Hollywood Boulevard
Hollywood, California 90028
Re: JFAX.COM, INC. (the "Company")
Ladies and Gentlemen:
I have acted as General Counsel to the Company in connection with the
registration of 5,215,000 shares of the Company's par value US $0.01 per share
(the "Shares") under the Securities Act of 1933, as amended ("Securities Act"),
as described in the registration statement on From S-8 (the "Registration
Statement") filed with the United States Securities and Exchange Commission (the
"Securities and Exchange Commission") on or about the date hereof.
For the purposes of giving this opinion, I have examined the following
documents:
(1) a copy of the final form of the Registration Statement as provided to
me by the Company on February 23, 2000;
(2) a copy of the Company's Amended and Restated 1997 Stock Option Plan
(the "Plan"); and
(3) a copy of a consent of shareholders of the Company dated April 14,
1999 and a copy of minutes of a meeting of the board of the directors
of the Company held on April 14, 1999 approving, inter alia, such
Plan.
I have also examined and relied as to factual matters upon the originals, or
copies certified or otherwise identified to my satisfaction, of the By-laws of
the Company, certificates of public officials, certificates of officers of the
Company, certain agreements to which the Company is a party and such other
records, documents, certificates and instruments, and have made such other
investigations, as in my judgment are necessary or appropriate to enable me to
render the opinions expressed below.
I have assumed that (i) the minutes of meetings and resolutions in writing
referred to herein are full and accurate records of resolutions passed in
meetings duly convened and held in accordance with the by-laws of the Company
and that such resolutions have not been amended or rescinded and are in full
force and effect, (ii) there is no provision of the law of any jurisdiction,
other than Delaware, which would have any implication in relation to the opinion
expressed herein, (iii) all options granted pursuant to the Plan will be
exercisable at a price at least equal to the par value of the Shares, (iv) the
Shares fall within the existing authorized share capital of the Company, and (v)
no resolution has been passed by the shareholders of the Company to limit or
otherwise fetter the powers granted to the directors of the Company by the by-
laws of the Company to issue any unissued shares of the Company on such terms
and conditions as they may determine.
I am licensed to practice law only in the States of New York and
California. However, I have not in connection with this opinion made an
investigation of the laws of any jurisdiction except the General Corporation Law
of the State of Delaware, and nothing in this opinion should be or shall be
construed
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otherwise. This opinion is limited solely to the laws of the General Corporation
Law of the State of Delaware. Subject as mentioned below, this opinion is issued
solely for your benefit and is not to be relied upon by any other person, firm
or entity or in respect of any other matter.
On the basis of and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized, and when issued, delivered and paid for in the
manner described in the Plan, will be validly issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Nicholas V. Morosoff
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Nicholas V. Morosoff
General Counsel
JFAX.COM, Inc.
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Exhibit 23.1.
Consent of Independent Accountants
We consent to incorporation by reference in the registration statement on
Form S-8 of JFAX.COM, Inc., relating to the JFAX.COM, Inc. Amended and Restated
1997 Stock Option Plan, of our report dated March 26, 1999 included in JFAX.COM,
Inc.'s prospectus filed with the Securities and Exchange Commission on July 23,
1999.
By: /s/ KPMG
------------
KPMG LLP
Los Angeles, California
February 22, 2000
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