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) June 25, 2014
j2 Global, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-25965 | 47-1053457 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 8.01. | OTHER EVENTS |
On June 25, 2014, in connection with the previously announced issuance and sale by j2 Global, Inc. (the “Company”) of $350,000,000 aggregate principal amount of the Company’s 3.25% Convertible Senior Notes due 2029 (the “Notes”) pursuant to an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as representatives of the several underwriters named on Schedule II thereto (the “Underwriters”), the Underwriters purchased an additional $52,500,000 aggregate principal amount of Notes (the “Additional Notes”) pursuant to the exercise in full of the Underwriters’ option to purchase additional Notes. The purchase price paid by the Underwriters for the Additional Notes was 97.25% of the principal amount thereof, plus accrued interest from June 17, 2014. The Additional Notes form part of the same series as the Notes issued on June 17, 2014.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit Number |
Description | |
| 5.1 | Opinion of Sullivan & Cromwell LLP | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) | |
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.
| j2 Global, Inc. (Registrant) | ||||
| Date: June 25, 2014 | By: | /s/ Jeffrey D. Adelman | ||
| Jeffrey D. Adelman Vice President, General Counsel and Secretary | ||||
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 5.1 | Opinion of Sullivan & Cromwell LLP | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) | |