WWW.EXFILE.COM - 11223 - j2 Global Communications, Inc. - FORM S-8

As filed with the Securities and Exchange Commission on May 3, 2002

Registration No. 333–_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

j2 Global Communications, Inc.
(Exact name of registrant as specified in its charter)

  Delaware
(State or other jurisdiction of
incorporation or organization)		   51–0371142
(I.R.S. Employer
Identification No.)		  

6922 Hollywood Blvd.
Suite 800
Los Angeles, California  90028
(Address of principal executive offices)

j2 Global Communications, Inc.
Second Amended and Restated 1997 Stock Option Plan

Scott M. Jarus
President
j2 Global Communications, Inc.
6922 Hollywood Blvd.
Suite 800
Hollywood, California  90028
(Name and address of agent for service) (Zip code)

CALCULATION OF REGISTRATION FEE

(323) 860–9200
(Registrant’s telephone number, including area code)


Title Of Securities
To Be Registered		   Amount To Be
Registered(1)		   Proposed
Maximum Offering
Price Per Share(2)		   Proposed Maximum
Aggregate Offering
Price(2)		   Amount Of
Registration
Fee(3)
Common Stock, $0.01 per share   500,000 shares   $10.55   $5,275,000   $485.30
(1)In the event of a stock split, stock dividend, or similar transaction involving the Registrant’s common stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
  
(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act, based on the average of the high and low prices of the Common Stock of j2 Global Communications, Inc. (the “Company”) as reported on the NASDAQ National Market on April 26, 2002.
  
(3)Pursuant to Rule 429 of the Securities Act, a combined prospectus, relating to the shares of common stock registered hereby and the shares of common stock registered pursuant to the registration statements filed on February 24, 2000 (Registration No. 333-31064) and February 12, 2001, as amended by the post-effective amendment filed on July 17, 2001 (Registration No. 333-55402), will be delivered to plan participants in accordance with Form S-8 and Rule 428 of the Securities Act.

EXPLANATORY NOTE

       This Form S-8 Registration Statement incorporates by reference the registration statement (File No. 333-31064) filed by the Company on February 24, 2000 and the registration statement filed by the Company on February 12, 2001, as amended by the post-effective amendment filed on July 17, 2001 (Registration No. 333-55402) (collectively, the “Prior Filings”), as well as the Company's amended annual report on Form 10-K/A filed April 29, 2002. Any items in the Prior Filings not expressly changed hereby shall be as set forth in the Prior Filings.

PART I.

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 2.   Registrant Information and Employee Plan Annual Information.

       Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of the registration statement (which documents are incorporated by reference in the Section 10(a) prospectus), other documents required to be delivered to eligible employees pursuant to Rule 428(b) or additional information about the j2 Global Communications, Inc. Second Amended and Restated 1997 Stock Option Plan are available without charge by contacting:

Patricia Brunton
Vice President of Administration and Human Resources
j2 Global Communications, Inc.
6922 Hollywood Blvd
Suite 800
Hollywood, CA 90028
(323) 860-9200

2

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.   Exhibits

The following are filed as exhibits to this registration statement:


EXHIBITS
     
        
5.   Opinion of Jeffrey D. Adelman, Vice President and General Counsel of the Company, as to the validity of the Common Stock
23.1.   Consent of KPMG LLP, independent accountants
23.2.   Consent of Jeffrey D. Adelman (included in Opinion of Jeffrey D. Adelman at Exhibit 5)
24.   Power of Attorney (included on signature page).

3

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 2nd day of May, 2002:

     j2 Global Communications, Inc.
          (Registrant)
       
  By: /s/ Scott M. Jarus
   
    Scott M. Jarus
President
 

4

       KNOW ALL PERSONS BY THESE PRESENTS, that such person whose signature appears below constitutes and appoints Scott M. Jarus, Nehemia Zucker and Jeffrey D. Adelman, 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.

       Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on May 2, 2002 by the following persons in the capacities indicated.

Signature
   Title
    
/s/ Scott M. Jarus   
Scott M. Jarus		   President (principal executive officer)    

/s/ Nehemia Zucker   
Nehemia Zucker
 
Chief Financial Officer (principal financial officer)
 
 

/s/ Greggory Kalvin   
Greggory Kalvin
 
Vice President of Finance (principal accounting officer)
 
 

/s/ Richard S. Ressler   
Richard S. Ressler
 
Chairman of the Board
 
 

/s/ Douglas Y. Bech   
Douglas Y. Bech
 
Director
 
 

/s/ Robert J. Cresci   
Robert J. Cresci
 
Director
 
 

/s/ John F. Rieley   
John F. Rieley
 
Director
 
 

/s/ Michael P. Schulhof   
Michael P. Schulhof
 
Director
 
 

5

INDEX TO EXHIBITS

EXHIBITS
     
        
5.   Opinion of Jeffrey D. Adelman, Vice President and General Counsel of the Company, as to the validity of the Common Stock
23.1.   Consent of KPMG LLP, independent accountants
23.2.   Consent of Jeffrey D. Adelman (included in Opinion of Jeffrey D. Adelman at Exhibit 5)
24.   Power of Attorney (included on signature page).