As filed with the Securities and Exchange Commission on September 7, 2023
Registration No. 333-
Delaware | | | 47-1053457 |
(State or Other Jurisdiction of Incorporation or Organization) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer | | | ☒ | | | | | Accelerated filer | | | ☐ | |
Non-accelerated filer | | | ☐ | | | (Do not check if a smaller reporting company) | | | Smaller reporting company | | | ☐ |
| | | | | | Emerging growth company | | | ☐ |
| | Common Stock Beneficially Owned Immediately Prior to the Offering | | | Common Stock Being Offered for Resale Under this Prospectus(2) | | | Common Stock Beneficially Owned Immediately After the Offering | |||||||
Selling Stockholder | | | Number of Shares | | | Percent of Class(1) | | | Number of Shares | | | Percent of Class | |||
Daniel J. Nadler | | | 171,150 | | | * | | | 171,150 | | | — | | | * |
Michael J. Esdaile | | | 1,702 | | | * | | | 1,702 | | | — | | | * |
Jonas Wulff | | | 1,241 | | | * | | | 1,241 | | | — | | | * |
Zachary Ziegler | | | 12,009 | | | * | | | 12,009 | | | — | | | * |
* | Less than 1% |
(1) | Percentage ownership calculation is based on 46,369,490 shares of Common Stock outstanding as of September 1, 2023. |
(2) | We do not know when or in what amounts the selling stockholders may offer shares for sale. The selling stockholders may not sell any or all of the shares offered by this prospectus. Because the selling stockholders may offer all or some of the shares pursuant to this offering and because there are currently no agreements, arrangements, or undertakings with respect to the sale of any of the shares, we cannot estimate the number of shares that will be held by the selling stockholders after completion of this offering. However, for illustrative purposes of this table, we have assumed that, after completion of this offering, none of the shares covered by this prospectus will be held by the selling stockholders. |
• | on Nasdaq or any other national securities exchange or quotation service on which our Common Stock may be listed or quoted at the time of sale; |
• | in the over-the-counter market; |
• | in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
• | through the writing of options, whether such options are listed on an options exchange or otherwise; |
• | through ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | through block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | through purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | in an exchange distribution in accordance with the rules of the applicable exchange; |
• | in privately negotiated transactions; |
• | through the settlement of short sales; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to applicable law. |
• | prior to that date, our Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
• | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding those shares owned by persons who are directors and also officers and issued under employee stock plans under which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
• | on or subsequent to that date, the business combination is approved by our Board of Directors and is authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. |
• | any merger or consolidation involving the corporation and the interested stockholder; |
• | any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; |
• | subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
• | any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; and |
• | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through the corporation. |
• | permit our Board of Directors to issue up to 1,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate; |
• | provide that the authorized number of directors may be changed only by resolution of the Board of Directors; |
• | provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by the sole remaining director; |
• | provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice; and |
• | do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of Common Stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose). |
• | our Annual Report on Form 10-K for the year ended December 31, 2022; |
• | our Quarterly Report on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023; |
• | our current Reports on Form 8-K filed with the SEC on March 14, 2023, May 10, 2023, and August 9, 2023; |
• | those portions of our Definitive Proxy Statement on Schedule 14A filed on March 28, 2023, that are incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022; |
• | the description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on May 4, 1999, including any amendment or reports filed for the purpose of updating such description; and |
• | all documents filed by the Company under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, on or after the date of this prospectus and before the termination of the offering described in this prospectus. |
Item 14. | Other Expenses of Issuance and Distribution |
| | Amount to be Paid | |
Registration fee | | | $1,351 |
Legal fees and expenses | | | $289,700 |
Accounting fees and expenses | | | $50,000 |
TOTAL | | | $341,051 |
Item 15. | Indemnification of Directors and Officers |
• | transaction from which the director or officer derives an improper personal benefit; |
• | act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
• | unlawful payment of dividends or redemption of shares; or |
• | breach of a director’s or officer’s duty of loyalty to the corporation or its stockholders. |
Item 16. | Exhibits and Financial Statement Schedules |
(a) | The following exhibits are filed as part of this Registration Statement: |
Exhibit Number | | | Description |
| | Separation and Distribution Agreement, dated as of October 7, 2021, by and between Ziff Davis, Inc. and Consensus Cloud Solutions, Inc. (incorporated by reference to Exhibit 2.1 to Ziff Davis’ Current Report on Form 8-K filed on October 8, 2021 (File No. 0-25965)). | |
| | Amended and Restated Certificate of Incorporation of j2 Global, Inc., dated June 10, 2014 (incorporated by reference to Exhibit 3.1 to Ziff Davis’ Current Report on Form 8-K filed on June 10, 2014 (File No. 0-25965)). | |
| | Amendment to the Amended and Restated Certificate of Incorporation of J2 Global, Inc., dated as of September 5, 2019 (incorporated by reference to Exhibit 3.1 to Ziff Davis’ Current Report on Form 8-K filed on November 1, 2019 (File No. 0-25965)). | |
| | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Ziff Davis, Inc. dated as of October 7, 2021 (incorporated by reference to Exhibit 3.1 to Ziff Davis’ Current Report on Form 8-K filed on October 8, 2021 (File No. 0-25965)). | |
| | Sixth Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Ziff Davis’ Current Report on Form 8-K filed on May 10, 2023 (File No. 0-25965)). | |
| | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1.2 to Ziff Davis’ Current Report on Form 8-K filed with the SEC on December 7, 2011 (File No. 0-25965)) | |
| | Opinion of Proskauer Rose LLP | |
| | Consent of BDO USA, P.C., an independent registered public accounting firm | |
| | Consent of Proskauer Rose LLP (included in Exhibit 5.1 above) | |
| | Power of Attorney (found on signature page) | |
| | Consent of Director Appointee | |
| | Filing Fee Table |
Item 17. | Undertakings |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d)(6) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| | ZIFF DAVIS, INC. | |||||||
| | | | | | ||||
| | By: | | | /s/ Vivek Shah | ||||
| | | | Name: | | | Vivek Shah | ||
| | | | Title: | | | President & Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Vivek Shah | | | Chief Executive Officer and Director (Principal Executive Officer) | | | September 7, 2023 |
Vivek Shah | | |||||
| | | | |||
/s/ Bret Richter | | | Chief Financial Officer (Principal Financial Officer) | | | September 7, 2023 |
Bret Richter | | |||||
| | | | |||
/s/ Layth Taki | | | Chief Accounting Officer (Principal Accounting Officer) | | | September 7, 2023 |
Layth Taki | | |||||
| | | | |||
/s/ Sarah Fay | | | Director | | | September 7, 2023 |
Sarah Fay | | |||||
| | | | |||
/s/ Trace Harris | | | Director | | | September 7, 2023 |
Trace Harris | | |||||
| | | | |||
/s/ William Kretzmer | | | Director | | | September 7, 2023 |
William B. Kretzmer | | |||||
| | | | |||
/s/ Jonathan F. Miller | | | Director | | | September 7, 2023 |
Jonathan F. Miller | | |||||
| | | | |||
/s/ Scott C. Taylor | | | Director | | | September 7, 2023 |
Scott C. Taylor | |
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