As filed with the Securities and Exchange Commission on July 17, 2001.
Registration No. 333-55402
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A
Post-Effective Amendment No. 1 to
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
j2 GLOBAL COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 51-0371142
(State of incorporation) (I.R.S. Employer
Identification Number)
6922 Hollywood Blvd.
Suite 800
Hollywood, California 90028
(Address of principal executive offices)
j2 Global Communications, Inc.
Second Amended and Restated 1997 Stock Option Plan
Richard S. Ressler
Chairman of the Board
j2 Global Communications, Inc.
6922 Hollywood Blvd.
Suite 900
Hollywood, California 90028
(Name and address of agent for service) (Zip code)
(323) 860-9200
(Registrant's telephone number, including area code)
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 statement filed on February 24, 2000
(Registration No. 333-31064), 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 (the "Original Filing"). Any items in the Original Filing not
expressly changed hereby shall be as set forth in the Original Filing.
In May 2001, the Company amended (and restated) its Amended and Restated
1997 Stock Option Plan to permit the issuance of restricted stock under the
Plan. The purpose of this Form S-8 Amendment is to amend the Company's Form S-8
(File No. 333-55402) to reflect this change. The amendment to the Plan does not
change the aggregate number of shares issuable under the Plan.
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
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, General Counsel and
Secretary of the Company, as to the validity of the securities to be
issued
10. Second Amended and Restated 1997 Stock Option Plan
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)
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 amendment to
the 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 17th day of July, 2001:
j2 Global Communications, Inc.
By: /s/ Richard S. Ressler
___________________________
Richard S. Ressler
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed on July 17, 2001 by the following
persons in the capacities indicated.
Signature Title
--------- -----
*
______________________________ Chairman of the Board
Richard S. Ressler
*
______________________________ Chief Financial Officer
Nehemia Zucker
*
______________________________ Director
Douglas Y. Bech
*
______________________________ Director
John F. Rieley
*
______________________________ Director
Michael P. Schulhof
*
______________________________ Director
Robert J. Cresci
*By: /s/ Richard S. Ressler
___________________________
Richard S. Ressler
Attorney-in-Fact
INDEX TO EXHIBITS
EXHIBITS
5. Opinion of Jeffrey D. Adelman, Vice President, General Counsel and
Secretary of the Company, as to the validity of the securities to be
issued
10. Second Amended and Restated 1997 Stock Option Plan
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)