Offer To Exchange Certain Outstanding Options To Purchase

EXHIBIT 99(a)(1)


j2 GLOBAL COMMUNICATIONS, INC.


OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS TO PURCHASE
COMMON STOCK UNDER 1997 STOCK OPTION PLAN


THE OFFER AND WITHDRAWAL RIGHTS EXPIRE
AT 5 P.M., PACIFIC TIME, ON JUNE 18, 2001,
UNLESS THE OFFER IS EXTENDED.


j2 Global Communications, Inc. is offering to exchange "Eligible Options" (defined in the following sentence) to purchase shares of our common stock granted under the j2 Global Communications, Inc. Amended and Restated 1997 Stock Option Plan for new options that we will grant under that plan or a successor plan. "Eligible Options" are options to purchase shares of our common stock granted under the Amended and Restated 1997 Stock Option Plan during calendar years 1998, 1999, or 2000 ("Eligible j2 Options"), and those resulting from the conversion of options granted under eFax.com option plans on or after October 31, 1996 ("Eligible Converted Options"). Options granted prior to January 1, 1998 or after December 31, 2000, and those resulting from the conversion of options granted under eFax.com stock plans prior to October 31, 1996, are not eligible to participate in the offer.


We are making this offer upon the terms and subject to the conditions set forth in this offer to exchange and in the related Election Concerning Exchange of Stock Options form (which together, as they may be amended from time to time, constitute the "offer"). With respect to Eligible j2 Options, the number of shares of common stock subject to new options will be equal to the number of shares of common stock subject to the Eligible j2 Options that are accepted for exchange and canceled. With respect to Eligible Converted Options, the number of shares of common stock subject to new options will be equal to one-tenth (1/10) the number of shares of common stock subject to the Eligible Converted Options that are accepted for exchange and canceled.


The new options will vest over a four (4) year period (25% per year), beginning March 27, 2001, which is the date of the most recent option grant by j2 Global. We will grant the new options on the date of the first meeting of the compensation committee of the j2 Global board of directors held more than six months after the date we cancel the options accepted for exchange (the "replacement grant date"). If you choose to participate, you must elect to exchange all Eligible Options.


This offer is not conditioned upon a minimum number of options being elected for exchange. This offer is subject to conditions, which we describe in Schedule A
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If you elect to exchange options as described in the offer and if your offer is accepted, we will grant you new options under an eligible option plan pursuant to a new option agreement between us and you. The exercise price of the new options will be equal to the last reported sale price of our common stock on the Nasdaq National Market on the replacement grant date, as reported in the print edition of The Wall Street Journal. Except for the price, the vesting schedule and, with


respect to Eligible Converted Options, the amount, the new options will be subject to terms and conditions that are substantially the same as those of the cancelled options.


ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THIS OFFER, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD ELECT TO EXCHANGE OR REFRAIN FROM ELECTING TO EXCHANGE YOUR OPTIONS. YOU MUST MAKE YOUR OWN DECISION WHETHER TO ELECT TO EXCHANGE YOUR OPTIONS.


Shares of our common stock are quoted on the Nasdaq National Market under the symbol "JCOM." On May 18, 2001, the last reported sale price of the common stock on the Nasdaq National Market was $3.76 per share. WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER TO ELECT TO EXCHANGE YOUR OPTIONS.


You should direct questions about this offer or requests for assistance or for additional copies of the offer to exchange or the Election Concerning Exchange of Stock Options form to Patricia Brunton, j2 Global Administration, by email at pbrunton@j2.com or by telephone at (323) 860-9252.


IMPORTANT


If you wish to elect to exchange your options, you must complete and sign the Election Concerning Exchange of Stock Options form in accordance with its instructions, and send it and any other required documents to us by fax at (310) 734-1726 or email at pbrunton@j2.com or by post to Patricia Brunton, j2 Global Communications, Inc. 6922 Hollywood Boulevard, Suite 800, Hollywood, CA 90028.


We are not making this offer to, nor will we accept any election to exchange options from or on behalf of, option holders in any jurisdiction in which the offer or the acceptance of any election to exchange options would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take any actions necessary for us to make this offer to option holders in any such jurisdiction.


WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD ELECT TO EXCHANGE OR REFRAIN FROM ELECTING TO EXCHANGE YOUR OPTIONS PURSUANT TO THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE RELATED ELECTION CONCERNING EXCHANGE OF STOCK OPTIONS FORM. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.


TABLE OF CONTENTS
Page


SUMMARY TERM SHEET................................................................. 1


INTRODUCTION....................................................................... 9


THE OFFER ......................................................................... 10


1. Number Of Options; Vesting; Expiration Date.............................. 10
2. Purpose Of The Offer..................................................... 11
3. Procedures For Electing To Exchange Options.............................. 12
4. Withdrawal Rights........................................................ 13
5. Acceptance Of Options For Exchange And Issuance Of New Options........... 14
6. Price Range Of Common Stock Underlying The Options....................... 15
7. Source And Amount Of Consideration; Terms Of New Options................. 16
8. Information Concerning j2 Global......................................... 17
9. Interests Of Directors And Officers; Transactions And
Arrangements Concerning The Options...................................... 18
10. Status Of Options Acquired By Us In The Offer; Accounting
Consequences Of The Offer................................................ 18
11. Legal Matters; Regulatory Approvals...................................... 19
12. Material Federal Income Tax Consequences................................. 19
13. Extension Of Offer; Termination; Amendment............................... 20
14. Fees And Expenses........................................................ 21
15. Additional Information................................................... 21
16. Miscellaneous............................................................ 23 SCHEDULE A Conditions of Offer


SCHEDULE B Information Concerning the Directors and Executive Officers of
j2 Global Communications, Inc.


SUMMARY TERM SHEET


The following are answers to some of the questions that you may have about this offer. We urge you to read carefully the remainder of this offer to exchange and the accompanying Election Concerning Exchange of Stock Options form because the information in this summary is not complete, and additional important information is contained in the remainder of this offer to exchange and the Election Concerning Exchange of Stock Options form. We have included page references to the remainder of this offer to exchange where you can find a more complete description of the topics in this summary.


GENERAL QUESTIONS ABOUT THE PROGRAM


1. What securities are we offering to exchange?


We are offering to exchange all Eligible Options (defined in the next sentence) for new options under the j2 Global Amended and Restated 1997 Stock Option Plan (the "Plan") or another eligible option plan. "Eligible Options" are those granted under the Plan during 1998, 1999, or 2000 ("Eligible j2 Options"), and those resulting from the conversion of options granted on or after October 31, 1996 under eFax.com stock plans ("Eligible Converted Options"), and that are currently outstanding. Options granted prior to January 1, 1998 or after December 31, 2000, and those resulting from the conversion of options granted prior to October 31, 1996 under eFax.com option plans, are not eligible to participate in the exchange. (Page 9)


2. Why are we making the offer to exchange?


We implemented the offer to exchange because a considerable number of employees have stock options, whether or not they are currently exercisable, that are priced significantly above our current and recent trading prices. We believe these options are unlikely to be exercised in the foreseeable future. This program is voluntary and will allow employees to choose whether to keep their current stock options at their current exercise price, or to rescind those options in exchange for a new option for the same number of shares, in the case of Eligible j2 Options, and one-tenth (1/10) of the number of shares, in the case of Eligible Converted Options, to be granted on the date of the first meeting of the compensation committee of the board of directors held at least six months and one day from the date we cancel the options accepted for exchange (the "replacement grant date"). The lower exchange rate for Eligible Converted Options reflects the fact they have substantially higher exercise prices than the Eligible j2 Options.


It is hoped that this program will ameliorate the current underwater options issue, but this cannot be guaranteed considering the ever-present risks associated with a volatile and unpredictable stock market. By making this offer to exchange outstanding options for new options that will have an exercise price equal to the market value of our common stock on the grant date, we intend to provide our employees with the benefit of owning options that over time may have a greater potential to increase in value, create better performance incentives for employees and thereby maximize stockholder value. (Page 11)


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3. Who is eligible?


Any current employee or director of j2 Global with an Eligible Option may participate.


4. How does the exchange work?


The offer to exchange will require an employee or director to make a voluntary, irrevocable election to cancel all Eligible Options on June 18, 2001, in exchange for a one-for-one grant, in the case of Eligible j2 Options, and for a one-for-ten grant, in the case of Eligible Converted Options, of a new option to be issued on the replacement grant date. The new options will be priced at j2 Global's closing market price on the replacement grant date and will vest over a four (4) year period (25% per year) beginning March 27, 2001, the date of the most recent j2 Global stock option grant. Except for their price, the vesting schedule and, with respect to Eligible Converted Options, the amount, such new options will have terms and conditions that are substantially the same as those of the cancelled options. To participate, employees and directors must cancel any and all Eligible Options. (Page 12, 13)


5. What do I need to do to participate in the offer to exchange?


To participate, you must complete the Election Concerning Exchange of Stock Options form, sign it, and ensure that j2 Global Administration receives it no later than 5:00 P.M. Pacific Time on June 18, 2001. You can return your form either by fax to (310) 734-1726, or by email to pbrunton@j2.com, or by mail to Patty Brunton, j2 Global Communications, Inc. 6922 Hollywood Boulevard, 8th Floor, Hollywood, CA 90028, USA. (Page 12)


6. Is this a repricing?


This is not a stock option repricing in the traditional sense. Under a traditional stock option repricing, an employee's current options would be immediately repriced and j2 Global would have a variable accounting charge against earnings. (Page 18)


7. Why can't j2 Global just reprice my options, as I have seen done at other companies?


In 1998, the Financial Accounting Standards Board adopted unfavorable accounting charge consequences for companies that reprice options. If we were to simply reprice options, the company's potential for continued profitability would be in serious jeopardy, as we would be required to take a charge against earnings on any future appreciation of the repriced options. (Page 18)


8. Why can't I just be granted additional options?


Because of the large number of underwater options currently outstanding at j2 Global, a total re-grant of new options would have severe negative impact on j2 Global's dilution, outstanding shares and earnings per share. Additionally, j2 Global has a limited pool of options that it is allowed to grant per calendar year, without stockholder approval, and therefore our current reserves must be conserved for new hires and ongoing grants.


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9. Wouldn't it be easier to just quit j2 Global and then get rehired?


This is not an alternative for us because this would be treated the same as a repricing if the rehire and resulting re-grant are within six months of the option cancellation date. Again, such a repricing would cause j2 Global to incur a variable accounting charge against earnings. In addition, by leaving j2 Global and then later rehiring, an employee would not receive credit for prior service for vesting purposes. (Page 18)


10. If I participate, what will happen to my current options?


Options designated to be exchanged under this program will be cancelled on June 19, 2001. (Page 14)


11. What is the deadline to elect to exchange and how do I elect to exchange?


The deadline to participate in this program is 5:00 P.M. Pacific Time on June 18, 2001 unless it is extended by us. This means that j2 Global Administration must have your form in their hands before that time. We may, in our discretion, extend the offer at any time, but we cannot assure you that the offer will be extended or, if extended, for how long. If the offer is extended, we will make a public announcement of the extension no later than 9:00 A.M. on the next business day following the previously scheduled expiration of the offer period. If the offer is extended by us beyond that time, you must deliver these documents before the extended expiration of the offer.


We reserve the right to reject any or all options elected for exchange that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we will accept properly and timely elected options that are not validly withdrawn. Subject to our rights to extend, terminate and amend the offer, we currently expect that we will accept all such properly elected options promptly after the expiration of the offer. (Page 13)


12. What will happen if I do not turn in my form by the deadline?


If you do not turn in your election form by the deadline, then you will not participate in the option exchange, and all stock options currently held by you will remain intact at their original price and original terms. (Page 12)


13. During what period of time may I withdraw previously elected options?


You may withdraw your options elected for exchange at any time before 5 P.M., Pacific Time, on June 18, 2001. If we extend the offer beyond that time, you may withdraw your options elected for exchange at any time until the extended expiration of the offer. To withdraw options elected for exchange, you must deliver to us a written notice of withdrawal, or a facsimile thereof, with the required information while you still have the right to withdraw the options elected for exchange. Once you have withdrawn options, you may re-elect to exchange options only by again following the delivery procedures described above. (Page 13, 14)


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14. Am I eligible to receive future grants if I participate in this exchange?


Because of the accounting limitations, participants in this program are ineligible for any additional stock option grants until after the replacement grant date. (Page 14, 15)


15. Is there any tax consequence to my participation in this exchange?


We know of no adverse tax consequence that will impact any employee in the United States with respect to options exchanged and re-granted under this program. If you exchange your current options for new options, you will not be required under current law to recognize income for federal income tax purposes at the time of the exchange. We believe that the exchange will be treated as a non-taxable exchange. Further, at the date of grant of the new options, you will not be required under current law to recognize income for federal income tax purposes. We recommend that you consult with your own tax advisor to determine the tax consequences of electing to exchange options pursuant to the offer. (Page 19, 20)


16. How should I decide whether or not to participate?


We understand that this will be a challenging decision for all employees and directors. The program does carry considerable risk, and there are no guarantees of our future stock performance. So, the decision to participate must be each individual's personal decision, and it will depend largely on each of their assumptions about the future overall economic environment, the performance of the Nasdaq National Market and our own stock price, and our business. (Page 10)


17. What do we and our board of directors think of the offer?


Although our board of directors has approved this offer, neither we nor our board of directors make any recommendation as to whether you should elect to exchange or refrain from exchanging your options. (Page 10)


18. What if I leave j2 Global between the date my options are cancelled and the re-grant date?


The Election Concerning Exchange of Stock Options form will not be revocable after 5 P.M. Pacific Time on June 18, 2001. Therefore, if you leave j2 Global or one of its subsidiaries voluntarily, involuntarily, or for any other reason, before your new option is re-granted, you will not have a right to any stock options that were previously cancelled, and you will not have a right to the re- grant that would have been issued on the replacement grant date. THEREFORE, IF YOU ARE NOT AN EMPLOYEE OR DIRECTOR OF j2 GLOBAL OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU ELECT TO EXCHANGE OPTIONS THROUGH THE REPLACEMENT GRANT DATE, YOU WILL NOT RECEIVE ANY NEW OPTIONS IN EXCHANGE FOR YOUR OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE. YOU ALSO WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR THE OPTIONS ELECTED TO BE EXCHANGED IF YOU ARE NOT AN EMPLOYEE OR DIRECTOR


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FROM THE DATE YOU ELECT TO EXCHANGE OPTIONS THROUGH THE REPLACEMENT GRANT DATE. (Page 14, 15)


19. What are the conditions to the offer?


The offer is not conditioned upon a minimum number of options being elected for exchange. The offer is subject to a number of conditions, including the conditions described in Schedule A. (Page A-1)
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SPECIFIC QUESTIONS ABOUT THE CANCELLED OPTIONS


20. Can I choose which options I want to cancel, if I have multiple options?


If you wish to participate in this program, you are required to cancel all Eligible Options. (Page 9)


21. Can I cancel the remaining portion of an option that I have already partially exercised?


Yes, any remaining outstanding, unexercised options can be cancelled. The re- grant will be one-for-one but only in replacement of cancelled options.


22. Can I select which portion of an option to cancel?


No, we cannot partially cancel an outstanding option.


23. If I choose to participate, what will happen to my options that will be cancelled?


If you elect to participate in this program, then on June 19, 2001 we will cancel all of your outstanding Eligible Options. You will thereafter not have a right to be granted further options until the replacement grant date, when your re-grant will be issued. (Page 14)


SPECIFIC QUESTIONS ABOUT THE REPLACEMENT OPTIONS


24. What will be my new option share amount?


Employees who participate in this program will receive a new replacement stock option on the replacement grant date. With respect to Eligible j2 Options, the new stock option will be equal to the number of shares cancelled under the old stock option. With respect to Eligible Converted Options, the new stock option will be equal to one-tenth (1/10) of the number of shares cancelled under the old stock option. Each new option will be granted under an eligible option plan pursuant to a new option agreement between you and us. The new option will have substantially the same terms and conditions as the cancelled option. (Page 14)


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25. What will be my new option exercise price?


The exercise price for the new options, which will be granted on the replacement grant date, will be the last reported sales price of our common stock on the Nasdaq National Market on that date, as reported in the print edition of The Wall Street Journal. BECAUSE WE WILL NOT GRANT NEW OPTIONS UNTIL AT LEAST SIX MONTHS AND ONE DAY AFTER THE DATE WE CANCEL THE OPTIONS ACCEPTED FOR EXCHANGE, THE NEW OPTIONS MAY HAVE A HIGHER EXERCISE PRICE THAN SOME OR ALL OF YOUR CURRENT OPTIONS. WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER TO ELECT TO EXCHANGE YOUR OPTIONS. (PAGE 9, 14, 15)


26. What will my new option type be, incentive stock option or nonstatutory stock option?


For United States employees, the replacement options will be incentive stock options to the extent they qualify under the Internal Revenue Code Section 422, but only if your original stock option was an incentive stock option. For options to qualify as incentive stock options, the value of shares subject to options that first become exercisable by the option holder in any calendar year cannot exceed $100,000, as determined using the option exercise price. The excess value does not qualify for incentive stock option treatment. To the extent the replacement option exceeds the incentive stock options limitation, the remainder of the option will be treated for tax purposes as nonstatutory stock options. THEREFORE, IF THE NEW OPTIONS HAVE A HIGHER EXERCISE PRICE THAN SOME OR ALL OF YOUR CURRENT OPTIONS, A PORTION OF THE NEW OPTIONS MAY EXCEED THE LIMITS FOR INCENTIVE STOCK OPTIONS. Non-United States employees will receive nonstatutory stock options, as will United States employees whose cancelled options were entirely granted as nonstatutory stock options. (Page 16)


27. My options are split between incentive stock options and nonstatutory stock options because my original grant exceeded the IRS $100,000 limit on incentive stock options. Can I cancel one part but not the other?


No. An option that has been bifurcated into a partial incentive stock option and a partial nonstatutory stock option is still considered a single option, and cannot be separated for purposes of this offer to exchange.


28. When will I receive my replacement options?


We will grant the new options on the replacement grant date. If we cancel options elected for exchange on June 19, 2001, the first business day after the scheduled expiration date of the offer, the replacement grant date of the new options will be on or after December 20, 2001. (Page 14)


29. Why won't I receive my new options immediately after the expiration date of the offer?


If we were to grant the new options on any date which is earlier than six months and one day after the date we cancel the options accepted for exchange, we would be required for financial


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reporting purposes to record compensation expense against our earnings. By deferring the grant of the new options for at least six months and one day, we believe we will not have to record such a compensation expense. (Page 18, 19)


30. When will I receive my new option notice?


Your new option notice and agreement will be sent to you within four weeks after the replacement grant date. (Page 15)


31. What will be the vesting schedule of my replacement options?


The new options will vest over a four (4) year period (25% per year) beginning March 27, 2001, the date of the most recent j2 Global stock option grant. (Page 16)


32. What will be the terms and conditions of my replacement options?


Except for the new option exercise price, vesting period, and, with respect to Eligible Converted Options, amount, the terms and conditions of your replacement options will be substantially the same as the cancelled options. (Page 16)


33. What happens if j2 Global is subject to a change in control after the replacement options are granted?


The replacement options will include the same vesting acceleration provisions, if any, as the cancelled options. Therefore, your replacement options would accelerate under the same conditions and to the same extent as your current options. (Page 14)


34. What happens if j2 Global is subject to a change in control before the replacement options are granted?


If we are a party to a change of control transaction before the replacement options are granted, we would require the surviving corporation to inherit our obligation to grant replacement options. The replacement options would still be granted on the new grant date, but they would be options to purchase the shares of the surviving corporation. The exercise price would be equal to the market price of the surviving company's stock on the date of grant. For example, if we were acquired by means of a merger, the number of shares would be equal to the number of our shares that you would have received, multiplied by the exchange ratio that was used in the merger. The vesting schedule of the replacement options would give you the benefit of any acceleration provisions you may have under your existing j2 Global options. (Page 15)


35. After the re-grant, what happens if I again end up underwater?


We are conducting this offer only at this time, considering the unusual stock market conditions that have affected many companies throughout the country. This is therefore considered a one-time offer and is not expected to be offered again in the future. As your stock options are valid for ten years (or, in some cases, five years) from the date of initial grant, subject to continued


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employment, the price of our common stock may appreciate over the long term even if your options are underwater for some period of time after the grant date of the new options. HOWEVER, WE CAN PROVIDE NO ASSURANCE AS TO THE PRICE OF OUR COMMON STOCK AT ANY TIME IN THE FUTURE. ...