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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
j2 Global Communications, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
[LOGO OF j2 GLOBAL COMMUNICATIONS]
j2 Global Communications, Inc.
6922 Hollywood Boulevard
Hollywood, California 90028
Telephone: 323-860-9200
December __, 2000
Dear stockholder:
On behalf of the board of directors, I cordially invite you to attend the
special meeting of stockholders to be held on January 30, 2001 to consider
approving a one-for-five reverse stock split. We hope you will be able to
attend.
Starting today, we are sending the enclosed proxy statement to all of our
stockholders. Please read it carefully before deciding how to vote.
Your vote is very important. Even if you plan to attend the meeting in
person, please complete, sign, and date the enclosed proxy card and promptly
return it to us in the postpaid envelope also enclosed.
Sincerely,
/s/ Richard S. Ressler
------------------------
Richard S. Ressler
Chairman of the Board
<PAGE>
j2 Global Communications, INC.
Notice of Special Meeting of Stockholders
to Be Held on ____________, 2001
To all stockholders:
A special meeting of stockholders of j2 Global Communications, Inc., a
Delaware corporation, will be held at the Hollywood Roosevelt Hotel, 7000
Hollywood Boulevard, Hollywood, California, on January 30, 2001 at 10:00 a.m.,
Pacific time, to consider and act on a proposal to effect a reverse stock split
of j2 Global's common stock in which each five shares now outstanding would be
combined into one share of new common stock. The attached proxy statement
contains a more complete description of the proposal.
Only stockholders of record at the close of business on ____________, 20__
are entitled to notice of and to vote at the meeting. Any action may be taken on
the foregoing proposal at the meeting on the date specified above or on any date
to which the meeting may properly be postponed or adjourned. You may vote in
person at the meeting even if you have returned a proxy.
By Order of the Board of Directors,
Jeffrey D. Adelman
Secretary
December ___, 2000
Hollywood, California
YOUR VOTE IS IMPORTANT. IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING,
WE ASK THAT YOU COMPLETE, SIGN, AND DATE THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.
<PAGE>
j2 GLOBAL COMMUNICATIONS, INC.
Proxy Statement
____________, 2001
GENERAL
The board of directors of j2 Global Communications, Inc. is soliciting
proxies to be voted at the special meeting of our stockholders to be held at
10:00 a.m., Pacific time, on January 30, 2001 at the Hollywood Roosevelt Hotel,
7000 Hollywood Boulevard, Hollywood, California, and at any adjournment of that
meeting. This proxy statement contains information that may help you decide
whether to return the enclosed proxy and how to vote.
Please read this proxy statement carefully. You can obtain more information
about j2 Global from the annual and quarterly reports and other public documents
we file with the SEC.
Quorum, Voting, and Proxy Procedures
At the close of business on ____________, 2001 (the record date for the
meeting), 46,067,977 shares of our common stock were outstanding. Only
stockholders of record at the close of business on the record date will entitled
to vote. To have a quorum, holders of a majority of our common stock outstanding
on the record date must be present at the meeting--either in person or by proxy.
The proposal to effect a reverse stock split requires the affirmative vote of
holders of a majority of all shares of common stock outstanding on the record
date for the meeting. If you do not vote, or if you vote to abstain, you will in
effect be voting against the proposal. If you complete, sign, and date the
enclosed proxy and return it before the meeting, the persons named will vote
your shares as you specify in the proxy. If you sign, date, and return your
proxy but do not indicate how you wish your shares voted, they will be voted for
the proposal. If you do not return a signed proxy, then unless you attend the
meeting and vote in person, your shares will not be voted. You may revoke a
proxy any time before the voting begins in any of the following ways:
. Giving written notice to j2 Global's corporate secretary;
. Signing a later dated proxy; or
. Appearing in person and voting at the meeting.
Cost of Solicitation
We are paying the expenses of this solicitation. We also will reimburse
brokerage houses and other custodians, nominees, and fiduciaries for their
reasonable expenses in sending proxy material to principals and obtaining their
instructions. In addition to solicitation by mail, our
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<PAGE>
directors, officers, and employees may solicit proxies in person or by
telephone, fax, e-mail, or similar means.
Principal Stockholders
This table shows the number of shares held by persons we know to be
beneficial owners of more than 5% of our outstanding common stock as of the
record date for the meeting.
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Class
---------------- --------------- --------------
<S> <C> <C>
Richard S. Ressler................................................. 13,273,073 28.62%
c/o Orchard Capital Corporation
6922 Hollywood Boulevard, 9th Floor
Los Angeles, CA 90028
Boardrush Media LLC................................................ 2,674,070 5.11%
972 Putney Road, Suite 299
Brattleboro, VT 05301
Pecks Management Partners Ltd...................................... 2,676,488 5.75%
One Rockefeller Plaza
New York, NY 10020
Citadel Limited Partenrship 4,565,129 9.91%
225 W. Washington
9/th/ Floor
Chicago, Illinois 60606
</TABLE>
The shares shown for Mr. Ressler consist of 12,574,515 shares owned by
Orchard/JFAX Investors, LLC, 390,244 shares owned by The Ressler Family
Foundation, and 308,314 shares which Orchard/JFAX Investors may purchase
pursuant to warrants which are exercisable in full at this time. Mr. Ressler
is the manager of Orchard/JFAX Investors and a trustee of the The Ressler
Family Foundation but has disclaimed beneficial ownership of any shares in
which he has no pecuniary interest.
The shares shown for Pecks Management Partners Ltd. consist of:
. 1,391,084 outstanding shares and vested warrants to acquire 295,625
additional shares held by Delaware State Employees Retirement Fund;
. 382,979 outstanding shares and vested warrants to acquire 81,250
additional shares held by ICI American Holdings, Inc. Defined Benefit
Plan;
. 257,070 outstanding shares and vested warrants to acquire 54,375
additional shares held by Zeneca Holdings Inc. Defined Benefit Plan;
and
. 176,565 outstanding shares and vested warrants to acquire 37,500
additional shares held by the JW McConnell Family Foundation.
Pecks Management Partners Ltd. (of which one of our board members, Robert J.
Cresci, is a Managing Director) acts as the investment advisor to these
entities.
Citadel Limited Partnership is part of a group having shared voting and
dispositive power of 4,565,129 shares of the Company's common stock ). These
shares of common stock are owned by two members of the group: Fisher Capital
Ltd., which owns 2,968,893 shares of common stock and Wingate Capital Ltd. which
owns 1,596,236 shares of common stock. Fisher Capital Ltd. also has the right to
acquire 1,706,896 shares of common stock, issuable upon exercise of warrants to
purchase common stock at an exercise price of $0.01 per share, and the right to
acquire
-2-
<PAGE>
51,870 shares of common stock, issuable upon exercise of warrants to purchase
common stock at an exercise price of $52.44 per share. Wingate Capital Ltd. also
has the right to acquire 918,104 shares of common stock, issuable upon exercise
of warrants to purchase common stock at an exercise price of $0.01 per share,
and the right to acquire 27,930 shares of common stock, issuable upon exercise
of warrants to purchase common stock at an exercise price of $52.44 per share
Notwithstanding the preceding, neither Wingate Capital Ltd. nor Fisher Capital
Ltd. is permitted to exercise warrants to purchase common stock if after giving
effect to the exercise it (together with its affiliates) (i) would beneficially
own 10.00% or more of the common stock following the exercise or (ii) would have
acquired, through exercise of warrants or otherwise, during the 60-day period
ending on and including the exercise date (the "60-Day Period") a number of
shares of common stock that, when added to the number of shares of common stock
beneficially owned by it (together which its affiliates) at the beginning of the
60-Day Period, is in excess of 10.00% of the outstanding shares of common stock
following the exercise.
Management's Beneficial Ownership
This table shows the beneficial ownership of our common stock as of the
record date by each director, by our Chairman, by each of our other four most
highly compensated executive officers serving as executive officers during the
last fiscal year, by some of our most highly compensated executive officers, and
by all directors and executive officers as a group.
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name Beneficially Owned Class
---- ------------------ -------------
<S> <C> <C>
Richard S. Ressler............................................ 13,273,073 28.62%
Zohar Loshitzer............................................... 265,167 *
John F. Rieley................................................ 175,000 *
Michael P. Schulhof........................................... 1,103,104 2.35%
R. Scott Turicchi............................................. 143,750 *
Robert J. Cresci.............................................. 0 *
Steven J. Hamerslag........................................... 847,617 1.82%
Douglas Y. Bech............................................... 0 *
Timothy Johnson............................................... 34,538 *
Leo D'Angelo.................................................. 70,000 *
Bita Klein.................................................... 0 *
Amit Kumar.................................................... 35,500 *
Gary H. Hickox................................................ 187,083 *
Nehemia Zucker................................................ 526,906 1.14%
Anand Narasimhan.............................................. 160,959 *
All directors and executive officers as a group (15 persons).. 16,822,6973 34.93%
</TABLE>
* Less than 1%.
The address for all executive officers and directors is c/o j2 Global
Communications, Inc., 6922 Hollywood Blvd., Suite 900, Los Angeles, CA 90028.
The shares shown for Mr. Ressler consist of 12,574,515 shares owned by
Orchard/JFAX Investors, LLC, 390,244 shares owned by The Ressler Family
Foundation, and 308,314 shares which Orchard/JFAX Investors may purchase
pursuant to warrants that are exercisable in full at this time. Mr. Ressler is
the manager of Orchard/JFAX Investors and a trustee of the The Ressler Family
Foundation but has disclaimed beneficial ownership of any shares in which he has
no pecuniary interest.
The shares shown for Mr. Loshitzer are shares he has the right to acquire
under options that are exercisable in full at this time.
-3-
<PAGE>
The shares shown for Mr. Schulhof consist of 263,104 outstanding shares and
vested warrants to acquire 840,000 additional shares.
The shares shown for Mr. Turicchi are shares he has the right to acquire
under vested warrants.
The shares shown for Mr. Kumar consist of 10,333 outstanding shares and
25,167 additional shares he has the right to acquire under options that are
exercisable in full at this time.
The shares shown for Mr. Hickox consist of 41,250 outstanding shares and
145,833 additional shares he has the right to acquire under options that are
exercisable in full at this time.
The shares shown for Mr. Zucker consist of 261,739 outstanding shares and
265,167 additional shares he has the right to acquire under options that are
exercisable in full at this time.
The shares shown for Mr. Hamerslag consist of 547,617 outstanding shares and
300,000 additional shares he has the right to acquire under options that will
become exercisable within 60 days after the record date for this meeting.
The shares shown for Mr. Johnson consist of 9,538 outstanding shares and
25,000 additional shares he has the right to acquire under options that will
become exercisable within 60 days after the record date for this meeting.
The shares shown for Mr. D'Angelo consist of 30,000 outstanding shares and
40,000 additional shares he has the right to acquire under options that will
become exercisable within 60 days after the record date for this meeting.
-4-
<PAGE>
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT A ONE-FOR-FIVE
REVERSE SPLIT OF COMMON STOCK
Introduction
We believe it would be in the best interests of j2 Global and its
stockholders to adopt an amendment to our certificate of incorporation that will
effect a reverse stock split in which each five issued and outstanding shares of
common stock will be converted into one share. The amendment will not make any
direct changes in the terms of our convertible preferred stock, but under its
existing terms, the conversion rate will be adjusted to reflect the reverse
split.
The amendment that will effect the reverse split is, by its terms, effective
as of ____________, 2001. Its full text is set forth in the proposed certificate
of amendment to our certificate of incorporation attached to this proxy
statement as Appendix A.
Under Section 242(c) of the Delaware General Corporation Law, our board of
directors has reserved the right, notwithstanding your approval of the amendment
at the meeting, to abandon it at any time before the certificate of amendment is
filed with the Delaware Secretary of State. The board may consider a variety of
factors in determining whether or not to proceed with the amendment, including
overall trends in the stock market, recent changes and anticipated trends in the
per share market price of our common stock, business developments, and our
actual and projected financial performance.
Our board unanimously approved the amendment on December 10, 2000, subject to
stockholder approval, and recommends that you vote "FOR" approval of the
amendment.
Purpose and Background of the Reverse Split
Our primary objective in proposing the reverse split is to raise the per
share price of our common stock in an effort to continue its listing on the
Nasdaq National Market. To maintain our listing, the Nasdaq National Market
requires, among other criteria, that that our common stock have a minimum bid of
$1.00 per share and a market value of public float of at least $5 million. As of
the date of this proxy statement, we are in compliance with the public float
requirement, but the closing bid price of our common stock has been below $1.00
since October 18, 2000. On November 30, 2000, Nasdaq notified us that, because
the closing bid price of our common stock had been below $1.00 for 30
consecutive trading days, it could be subject to delisting if on or before
February 28, 2001 the closing bid price of our common stock has not traded at
$1.00 or more for at least 10 consecutive trading days.
We expect the reverse split will result in an approximately five times
increase in the bid price per share of our common stock and thus enable us to
continue our listing on the Nasdaq National Market. However, we cannot assure
you that the reverse split will have that effect or that it will enable us to
maintain our listing on the Nasdaq National Market for any particular period of
time.
-5-
<PAGE>
We also believe that certain securities firms fail to follow and research
companies having lower-priced securities. Those firms also may discourage their
registered representatives from recommending the purchase of lower-priced
securities. In addition, the policies and practices of some brokerage houses
tend to discourage individual brokers within those firms from dealing in lower-
priced stocks. Some of these policies and practices relate to the payment of
brokers' commissions and to time-consuming procedures that tend to make the
handling of lower-priced stocks economically unattractive to brokers. Although
many of these factors relate to stocks that trade for less than $5.00 per share
and the reverse split will not necessarily result in the price of our common
stock exceeding that level, we nevertheless believe it is advisable to proceed
with the reverse split so as to increase the likelihood that the price will
exceed $5.00 per share at some point in time.
Our board also believes that the low per share market price of our common
stock impairs its marketability and acceptance to institutional investors and
other members of the investing public and creates a negative impression of j2
Global. Theoretically, the number of shares outstanding should not, by itself,
affect the marketability of the shares, the type of investor who would be
interesting in acquiring them, or our reputation in the financial community. In
practice, however, many investors and market makers consider low-priced stock as
unduly speculative in nature and, as a matter of policy, avoid investment and
trading in such stocks. These factors may adversely affect not only the pricing
of our common stock but also its liquidity and our ability to raise additional
capital through the sale of stock.
We hope that the decrease in the number of shares of common stock outstanding
as a consequence of the reverse split and the anticipated increase in the price
per share will encourage greater interest in the common stock by the financial
community and the investing public and possibly promote greater liquidity for
our stockholders with respect to those shares presently held by them. However,
the possibility also exists that liquidity may be adversely affected by the
reduced number of shares which would be outstanding if the reverse split is
effected.
There can be no assurance that the reverse split will achieve any of the
desired results. There also can be no assurance that the price per share of our
common stock immediately after the reverse split will increase proportionately
with the reverse split, or that any increase will be sustained for any period of
time.
We are not aware of any present efforts by anyone to accumulate our common
stock, and the proposed reverse split is not intended to be an anti-takeover
device.
Effect on Market for Common Stock
On December ___, 2000, the last quotations for our common stock on the Nasdaq
National Market were $____ bid and $____ asked. By decreasing the number of
shares outstanding without altering the aggregate economic interest represented
by the shares, we believe the market price will be increased. The more the
market price rises above $1.00 per share, the less risk that we will fail to
meet the requirements for maintaining our listing on the Nasdaq National Market.
However, there can be no assurance that the market price of the common stock
will rise to any
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<PAGE>
particular level or that we will at all times be able to meet the requirements
for maintaining our listing on the Nasdaq National Market.
Effects of Reverse Split on Common Stock; No Fractional Shares
If you approve the amendment to our certificate of incorporation, the
principal effect of the reverse split will be to decrease the number of issued
and outstanding shares of our common stock from 46.1 million shares to
approximately 9.2 million shares, based on the number of shares outstanding on
the record date for the stockholder meeting. The total number of shares of
common stock each of you holds will be reclassified automatically into the
number of shares equal to the number of shares you held immediately before the
reverse split divided by five. If the number of shares you hold is not evenly
divisible by five, you will not receive a fractional share but instead will
receive cash in an amount equal to the fraction of a share you otherwise would
have been entitled to receive multiplied by the average of the closing bid and
closing asked prices of the common stock as last reported on the Nasdaq National
Market before the reverse split takes effect.
Effect on Outstanding Options and Warrants
As of the record date for the meeting, we had outstanding employee stock
options to purchase an aggregate of 6,670,925 shares of common stock with
exercise prices per share ranging from $0.80 to $75.65 per share and warrants to
purchase an aggregate of 5,028,061 shares of common stock with exercise prices
per share ranging from $0.01 to $98.97 per share. Under the terms of the options
and warrants, when the reverse split becomes effective, the number of shares
covered by each of them will be reduced to one-fifth the number currently
covered and the exercise price per share will be increased by five times.
Effect on Preferred Stock
As of the record date for the meeting, we had outstanding 120 shares of
Series B convertible preferred stock, all of which was issued to Steven J.
Hamerslag in connection with his agreeing to join us as President and Chief
Executive Officer. Until December 31, 2006, the Series B convertible preferred
stock is convertible at any time at the option of the holder into common stock.
The current conversion ratio is 10,000 shares of common stock for each share of
Series B convertible preferred stock converted. Under the terms of the Series B
convertible preferred stock, when the reverse split becomes effective, the
conversion ratio will be reduced to 2,000 shares of common stock for each share
converted.
Effect on Legal Ability to Pay Dividends
Our common stockholders are entitled to receive distributions of cash or
other property, if any, that may be declared from time to time by the board of
directors in its discretion from funds legally available for distribution.
Therefore, the reverse split will not affect potential distributions to our
stockholders. We have never paid cash dividends on our common stock and have no
plans to pay cash dividends in the foreseeable future. Our current policy is to
retain all available
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<PAGE>
earnings for use in the operation and growth of our business. Any future cash
dividends will depend on our earnings, capital requirements, financial
condition, and other relevant factors.
Payment for Fractional Shares; Exchange of Stock Certificates
We will appoint Computershare Investor Services, P.O. Box 1596, Denver,
Colorado 80201-1596, (303) 986-5400, to act as exchange agent for common
stockholders in connection with the reverse split. We will deposit with the
exchange agent, as soon as practicable after the effective date of the reverse
split, cash in an amount equal to the value of the estimated aggregate number of
fractional shares that will result from the reverse split. The funds required to
purchase the fractional share interests are available and will be paid from our
current cash reserves. Our stockholder list shows that some of the outstanding
common stock is registered in the names of clearing agencies and broker
nominees. Since we do not know the numbers of shares held by each beneficial
owner for whom the clearing agencies and broker nominees are record holders, we
cannot predict with certainty the number of fractional shares that will result
from the reverse split or the total amount we will be required to pay for
fractional share interests. However, we do not expect that amount will be
material.
As of the record date for the meeting, we had approximately 475 common
stockholders of record. We do not expect the reverse split and the payment of
cash in lieu of fractional shares to result in a significant reduction in the
number of record holders. We presently do not intend to seek any change in j2
Global's status as a reporting company for federal securities law purposes,
either before or after the reverse split.
On or after the effective date of the reverse split, we will mail a letter of
transmittal to each of you. You will be able to obtain a certificate evidencing
your post-reverse-split shares and, if applicable, cash in lieu of a fractional
share only by sending the exchange agent your old stock certificate(s), together
with the properly executed and completed letter of transmittal and such evidence
of ownership of the shares as we may require. You will not receive certificates
for post-reverse-split shares unless and until your old certificates are
surrendered. You should not forward your certificates to the exchange agent
until you receive the letter of transmittal, and you should only send in your
certificates with the letter of transmittal. The exchange agent will send your
new stock certificate and payment in lieu of any fractional share promptly after
receipt of your properly completed letter of transmittal and old stock
certificate(s).
You will not have to pay any service charges in connection with the exchange
of your certificates or the payment of cash in lieu of fractional shares.
Our board of directors recommends that you vote FOR approval of the reverse
split amendment to our certificate of incorporation.
OTHER MATTERS
We do not intend to bring any matters before the special meeting other than
approval of the reverse split amendment to our certificate of incorporation, and
we know of no other matters to be brought before the meeting by others. If any
other matters properly come before the Special
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<PAGE>
Meeting, the persons named in the accompanying proxy will have authority to vote
on them in their discretion.
By Order of the Board of Directors,
/s/ Richard S. Ressler
------------------------
Richard S. Ressler
Chairman of the Board
Dated: December ___, 2000
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<PAGE>
Appendix A
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
j2 GLOBAL COMMUNICATIONS, INC.
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
j2 Global Communications, Inc. (the "Corporation"), a corporation organized
and existing by virtue of the General Corporation Law of the State of Delaware,
as amended (the "Delaware GCL"), by its duly authorized officers, hereby
certifies as follows:
FIRST: That the Board of Directors of the Corporation has duly adopted a
resolution authorizing the Corporation to reclassify, change, and convert each
five (5) outstanding shares of the Corporation's Common Stock, par value $0.01
per share, into one (1) share of Common Stock, par value $0.01 per share.
SECOND: That, pursuant to authorization by the affirmative vote, in
accordance with the provisions of the Delaware GCL, of the holders of a majority
of the outstanding Common Stock of the Corporation entitled to vote thereon at a
special meeting of stockholders of the Corporation held on ____________, 2001,
the Amended and Restated Certificate of Incorporation of the Corporation be
amended by adding a new paragraph to Article FOURTH to read as follows:
(c) Each five shares of the Common Stock, par value $0.01 per share, of
the Corporation issued and outstanding or held in treasury as of 12:01 a.m.
Los Angeles time on ____________, 2001 (the "Effective Time") shall be
reclassified as and changed into one (1) share of Common Stock, par value
$0.01 per share, of the Corporation, without any action by the holders
thereof. Each stockholder who, immediately prior to the Effective Time, owns
a number of shares of Common Stock which is not evenly divisible by five
shall, with respect to such fractional interest, be entitled to receive from
the Corporation cash in an amount equal to such fractional interest
multiplied by the average of the closing bid and closing asked prices of the
Common Stock as last reported on The Nasdaq National Market immediately prior
to the Effective Time.
A-1
<PAGE>
THIRD: That the amendments to the Corporation's Certificate of Incorporation
set forth herein have been duly adopted in accordance with the provisions of
Section 242 of the Delaware GCL.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed on its behalf by Richard S. Ressler, its Chairman of the Board, on
____________, 2001, hereby declaring and certifying that this is the act and
deed of the Corporation and that the facts herein stated are true.
/s/ Richard S. Ressler
----------------------------------
Name: Richard S. Ressler
Title: Chairman of the Board
ATTEST:
/s/ Jeffrey D. Adelman
---------------------------
Name: Jeffrey D. Adelman
Title: Secretary
A-2
<PAGE>
PROXY
j2 GLOBAL COMMUNICATIONS, INC.
6922 Hollywood Boulevard
Hollywood, California 90028
The undersigned holder of common stock acknowledges receipt of the Notice of
Special Meeting of Stockholders of j2 Global Communications, Inc. (the
"Company") and the accompanying Proxy Statement dated December ___, 2000, hereby
appoint(s) R. Scott Turicchi, Nehemia Zucker, and Jeffrey D. Adelman, and each
of them, attorneys of the undersigned, for and in the name(s) of the
undersigned, with full power of substitution and revocation in each, to vote any
and all shares of Common Stock, par value $0.01 per share, of the Company, which
the undersigned would be entitled to vote as fully as the undersigned could if
personally present at the Special Meeting of Stockholders of the Company to be
held on January 30, 2001 at 10:00 a.m. at the Company's offices at the Hollywood
Roosevelt Hotel, 7000 Hollywood Boulevard, Hollywood, California 90028, and at
any adjournment or adjournments thereof, hereby revoking any prior proxies to
vote said shares, upon the following item of business more fully described in
the notice of and proxy statement for such Special Meeting.
TO AMEND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A
ONE-FOR-FIVE REVERSE SPLIT OF THE COMPANY'S COMMON STOCK.
FOR [_] AGAINST [_] ABSTAIN [_]
<PAGE>
This proxy will be voted as specified on the reverse. In the absence of such
specification, the shares represented by this proxy will be voted FOR the
proposal to amend the Amended and Restated Certificate of Incorporation to
effect a one-for-five reverse split of the company's common stock.
Dated: __________________, 2001
<TABLE>
<S> <C>
_______________________________________
Signature
Signature (if held jointly)
(Please sign exactly as name(s)
appear(s) to the left. When signing as
attorney, executor, administrator,
STOCKHOLDERS ARE URGED TO MARK, DATE, trustee, guardian, or as an officer
SIGN AND RETURN THIS PROXY PROMPTLY signing for a corporation, please give
IN THE ENVELOPE PROVIDED, WHICH full title as such, and if more than
REQUIRES NO POSTAGE IF MAILED IN THE one trustee, all should sign. If an
UNITED STATES. entity, please sign in the full name of
the entity by the person(s) authorized
to do so.)
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