UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 event reported) July 16, 2012
j2 Global, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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0-25965
(Commission
File Number)
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51-0371142
(IRS Employer
Identification No.)
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6922 Hollywood Blvd.
Suite 500
Los Angeles, California 90028
(Address of principal executive offices)
(323) 860-9200
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02 AND 7.01.
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND REGULATION FD DISCLOSURE
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On July 16, 2012, j2 Global, Inc. (the “Company”) issued a press release announcing it is proposing to issue $250 million aggregate principal amount of its senior unsecured notes due 2020 to be offered and sold only to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.
Also on July 16, 2012, the Company issued a press release providing financial estimates for the second quarter of fiscal 2012. A copy of the press release is attached as Exhibit 99.2 to this Form 8-K.
In addition, the Company is announcing its preliminary estimate of Adjusted EBITDA for the second quarter of fiscal 2012 of between $47.2 and $47.9 million. Adjusted EBITDA is a non-GAAP financial measure and a reconciliation to the nearest GAAP financial measure (net income) is attached as Exhibit 99.3 to this Form 8-K.
NOTE: This information is being furnished under both Item 2.02 “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure,” which information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Press Release dated July 16, 2012.
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Press Release dated July 16, 2012.
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| 99.3 |
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Adjusted EBITDA to Net Income Reconciliation.
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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.
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j2 Global, Inc.
(Registrant)
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Date: July 16, 2012
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By:
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/s/ Jeffrey D. Adelman
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Jeffrey D. Adelman
Vice President, General Counsel and Secretary
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