<PAGE>
As filed with the Securities and Exchange Commission on May 11, 2000
Registration No. 333-36558
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JFAX.COM, INC.
(Exact name of registrant as specified in its charter)
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<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>
________________________
6922 Hollywood Boulevard
Suite 900
Hollywood, California 90028
(Address of principal executive offices)
(323) 860-9200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Steven J. Hamerslag
Chief Executive Officer
6922 Hollywood Boulevard
Suite 900
Hollywood, California 90028
(Address of principal executive offices)
(323) 860-9200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Frank H. Golay, Jr., Esq.
Sullivan & Cromwell
1888 Century Park East
Los Angeles, California 90067
Telephone: (310) 712-6600
Fax: (310) 712-8800
________________________
Approximate date of commencement of proposed sale to the public: From time
to time 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. [X]
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
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<CAPTION>
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered unit(1) price(1) registration fee(2)
<S> <C> <C> <C> <C>
Common Stock, $.01 par value..... 1,515,545 shares $2.48 $3,765,220 $995
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), 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 May 4, 2000, multiplied by the amount of shares
to be registered.
(2) The registration fee was paid previously.
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.
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Explanatory Note
This Amendment No. 1 is being filed for the sole purpose of including in
the Registration Statement the delaying amendment language set forth on the
immediately preceding page. In all other respects, the Registration Statement as
originally filed with the Commission on May 9, 2000, including the entire
prospectus, remains unchanged.
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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 11th day of May, 2000.
JFAX.COM, Inc.
By: /s/ Nicholas V. Morosoff
-------------------------
Name: Nicolas V. Morosoff
Title: Secretary and General Counsel
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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 May 11, 2000:
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<CAPTION>
Signature Title
<S> <C>
* President and Chief Executive Officer (Principal
- ------------------------------------------------------ Executive Officer)
Steven J. Hamerslag
* Chairman of the Board
- ------------------------------------------------------
Richard S. Ressler
* Chief Financial and Accounting Officer (Principal
- ------------------------------------------------------ Financial and Accounting Officer)
Nehemia Zucker
* Director
- ------------------------------------------------------
Zohar Loshitzer
* Director
- ------------------------------------------------------
John F. Rieley
* Director
- ------------------------------------------------------
Michael P. Schulhof
* Director
- ------------------------------------------------------
R. Scott Turicchi
* Director
- ------------------------------------------------------
Robert J. Cresci
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* By: /s/ Nicholas V. Morosoff
-------------------------
Attorney-in-Fact
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