Current Report Filing (8-k)
October 12 2017 - 8:02AM
Edgar (US Regulatory)
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) October 12, 2017
j2 Global, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-25965
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47-1053457
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(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
(Registrants 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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☐
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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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☐
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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 7.01. Regulation FD Disclosure
On October 5, 2017, j2 Global, Inc. (the Company) completed the sale of Tea Leaves Health, LLC (Tea Leaves), a subsidiary of
Everyday Health, Inc., for a purchase price of approximately $90 million (subject to valuation) consisting of a combination of cash and various equity securities.
In light of the divestiture of Tea Leaves, and the additional divestitures of Cambridge BioMarketing LLC, another subsidiary of Everyday Health, Inc., and
Web24, the Companys Australian hosting business, the Company issued a press release today (the Press Release) announcing, among other things, an adjustment to its revenue guidance for fiscal year 2017.
A copy of the Press Release is furnished as Exhibit 99.1 to this Form
8-K.
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 October 12, 2017.
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This Current Report on Form
8-K
contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those
described in such statements. Such forward-looking statements are based on managements expectations or beliefs as of October 12, 2017. Factors that might cause such differences include, but are not limited to, a variety of economic,
competitive, and regulatory factors, many of which are beyond the Companys control and are described in the Companys Annual Report on Form
10-K
filed by the Company on March 1, 2017 with the
Securities and Exchange Commission (the SEC) and the other reports the Company files from time to time with the SEC. The Company undertakes no obligation to revise or publicly release any updates to such statements based on future
information or actual results.
INDEX TO EXHIBITS
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: October 12, 2017
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By:
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/s/ Jeremy Rossen
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Jeremy Rossen
Vice President and General
Counsel
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