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EX-99.1 - EX-99.1 - J2 GLOBAL, INC.d458009dex991.htm





Washington, D.C. 20549







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)




Delaware   0-25965   47-1053457

(State or other jurisdiction of

incorporation or organization)



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))

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 Company’s 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






99.1    Press Release dated October 12, 2017.

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 management’s 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 Company’s control and are described in the Company’s 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.







99.1    Press Release dated October 12, 2017.


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.


Date: October 12, 2017     By:  

/s/ Jeremy Rossen


Jeremy Rossen

Vice President and General Counsel