UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarterly Period Ended October 31, 2001 Commission File No. 0-15284
J2 COMMUNICATIONS
(Exact name of registrant as specified in its charter)
California 95-4053296
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
10850 Wilshire Blvd., Suite 1000
Los Angeles, California 90024
(Address of principal executive offices)
Registrant's telephone number: (310) 474-5252
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
As of December 12, 2001 the registrant had 1,379,816 shares of its common stock
outstanding.
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
J2 COMMUNICATIONS AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF AS OF
OCT. 31, 2001 JUL. 31, 2001
------------- -------------
(UNAUDITED)
CURRENT ASSETS
Cash and cash equivalents $ 449,706 $ 324,472
Prepaid expenses and other current assets 32,267 32,685
----------- -----------
Total current assets 481,973 357,157
NON-CURRENT ASSETS
Fixed assets, net of accumulated depreciation 5,021 8,451
Intangible assets, net of accumulated amortization 2,876,154 2,936,154
----------- -----------
Total non-current assets 2,881,175 2,944,605
----------- -----------
TOTAL ASSETS $ 3,363,148 $ 3,301,762
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 268,524 $ 242,451
Accrued expenses 863,244 620,705
Settlement payable 203,117 203,117
Stock appreciation rights payable 567,570 843,096
Extension payments 425,000 200,000
----------- -----------
TOTAL LIABILITIES 2,327,455 2,109,369
----------- -----------
SHAREHOLDERS' EQUITY
Preferred Stock, no par value, 2,000,000 shares
authorized, no shares issued and outstanding 0 0
Common Stock, no par value, 15,000,000 shares
authorized, 1,379,816 and 1,371,116 shares
issued, respectively 9,684,368 9,616,767
Less: Note receivable on common stock (147,140) (145,700)
Deficit (8,501,535) (8,278,674)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 1,035,693 1,192,393
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,363,148 $ 3,301,762
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
2
J2 COMMUNICATIONS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS
ENDED OCT. 31,
2001 2000
----------- -----------
REVENUES
Trademark $ 151,947 $ 132,473
Video 299 8,573
Internet 501 29
----------- -----------
Total revenue 152,747 141,075
COSTS AND EXPENSES
Costs related to trademark revenue 7,008 11,298
Costs related to video revenue 13 2,815
Costs related to internet revenue 7,193 11,490
Amortization of intangible assets 60,000 60,000
Selling, general & administrative expenses 579,117 890,078
Stock appreciation rights expense (275,526) 437,508
----------- -----------
Total costs and expenses 377,805 1,413,189
----------- -----------
OPERATING (LOSS) (225,058) (1,272,114)
OTHER INCOME/(EXPENSE)
Interest income 2,997 24,183
----------- -----------
Total other income/(expense) 2,997 24,183
----------- -----------
(LOSS) BEFORE INCOME TAXES (222,061) (1,247,931)
Provision for income taxes 800 0
----------- -----------
NET (LOSS) (222,861) ($1,247,931)
=========== ===========
Net (loss) per share -- basic and diluted ($ 0.16) ($ 0.92)
=========== ===========
Weighted average number of common
shares -- basic and diluted 1,378,124 1,349,589
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
3
J2 COMMUNICATIONS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS
ENDED OCTOBER 31,
2001 2000
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit/(loss) (222,861) ($1,247,931)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 63,429 63,430
(Decrease)/increase in stock appreciation rights (275,526) 437,508
Other (1,440) 0
Stock issued for services 0 149,144
Changes in assets and liabilities:
(Increase)/decrease in accounts receivable 0 (57,757)
(Increase) decrease in prepaid expenses and
other current assets 419 (766)
Decrease/(increase) in other assets 0 717
Increase/(decrease) in accounts payable 26,073 289,645
Increase/(decrease) in accrued expenses 242,539 (25,990)
(Decrease)/increase in extension payments 225,000
----------- -----------
NET CASH AND CASH EQUIVALENTS
PROVIDED BY/ USED IN OPERATING ACTIVITIES 57,633 (392,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets 0 (2,355)
----------- -----------
NET CASH AND CASH EQUIVALENTS
USED IN INVESTING ACTIVITIES 0 (2,355)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options 67,601 4,641
----------- -----------
NET CASH AND CASH EQUIVALENTS
PROVIDED BY FINANCING ACTIVITIES 67,601 4,641
----------- -----------
NET INCREASE /(DECREASE) IN CASH AND
AND CASH EQUIVALENTS 125,234 (389,714)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 324,472 1,883,750
----------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD 449,706 $ 1,494,036
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
4
J2 COMMUNICATIONS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements. Accordingly, they do not include all of the information
and disclosures required for annual financial statements. These financial
statements should be read in conjunction with the financial statements and
related footnotes for the year ended July 31, 2001 included in the J2
Communications ("Company" or "Registrant") annual report on Form 10-K for that
period.
In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's financial
position as of October 31, 2001, and the results of operations and cash flows
for the three month periods ended October 31, 2001 and 2000 have been included.
The results of operations for the three month period ended October 31, 2001 are
not necessarily indicative of the results to be expected for the full fiscal
year. For further information, refer to the financial statements and related
footnotes included in the Company's annual report on Form 10-K for the year
ended July 31, 2001.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in ITEM 2 - RECENT DEVELOPMENTS,
as of December 14, 2001, the Company is currently engaged in litigation with
certain of its shareholders. Management cannot predict the outcome of this
litigation at this time. However, if a change of control results as part of
these discussions, the significant contingent amounts due an officer discussed
in ITEM 11 -- EXECUTIVE COMPENSATION of the Company's annual report on Form 10-K
for the year ended July 31, 2001 could be triggered which would result in a net
capital deficiency that raises substantial doubt as to the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the occurrence of this contingency.
NOTE B -- EARNINGS PER SHARE
Diluted earnings per share amounts are calculated using the treasury method and
are based upon the weighted average number of common and common equivalent
shares outstanding during the period. Common equivalent shares are excluded from
the computation in periods in which they would have an anti-dilutive effect. The
difference between basic and diluted earnings per share is solely attributable
to stock options, which are considered anti-dilutive when option exercise prices
exceed the weighted average market price per share of common stock during the
period.
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J2 COMMUNICATIONS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B - EARNINGS PER SHARE (CONTINUED)
Options to purchase 74,566 and 114,000 common shares are not included in the
calculation of diluted earnings per share during the three months ended October
31, 2001 and 2000 respectively because their inclusion would be anti-dilutive.
NOTE C -- SEGMENT INFORMATION
The Company operates in three business segments: licensing and exploitation of
the "National Lampoon" trademark and related properties, operation of the
nationallampoon.com website and video distribution. Segment operating
income/(loss) excludes the amortization of intangible assets, stock appreciation
rights costs, interest income, and income taxes. Selling, general and
administrative expenses not specifically attributable to any segment have been
allocated equally between the trademark and Internet segments. Summarized
financial information for the three month periods ended October 31, 2001 and
2000 concerning the Company's segments is as follows:
Trademark Internet Video Total
--------- --------- --------- ---------
Three Months Ended October 31, 2001
Segment revenue $ 152,000 $ 1,000 $ 0 $ 153,000
Segment operating income/(loss) (110,000) (330,000) 0 (440,000)
Three Months Ended October 31, 2000
Segment revenue $ 132,000 $ 0 $ 9,000 $ 141,000
Segment operating income/(loss) 3,000 (220,000) 6,000 (211,000)
A reconciliation of segment operating loss to net income before income taxes for
the three month periods ended October 31, 2001 and 2000 is as follows:
FOR THE THREE MONTHS ENDED
OCT. 31, 2001 OCT. 31, 2000
------------- -------------
Total segment operating (loss) (440,000) ($ 211,000)
Amortization of intangible assets 60,000 60,000
Stock appreciation rights (income)/expense (275,000) 438,000
Interest income (3,000) (24,000)
Corporate expenses incurred related to
the change in control of the Company 563,000
----------- -----------
Net loss before income taxes ($ 222,000) ($1,248,000)
=========== ===========
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS
RECENT DEVELOPMENTS
TERMINATION OF THE LAIKIN-SKJODT AGREEMENT; LITIGATION
On November 19, 2001, the Company terminated the Letter Agreement, dated
March 5, 2001, among the Company, James P. Jimirro, Daniel S. Laikin and Paul
Skjodt (the "Letter Agreement") in accordance with its terms. Pursuant to the
Letter Agreement, Messrs. Laikin and Skjodt had agreed, subject to the
satisfaction of certain conditions, to acquire shares of the Company's common
stock from the Company and Mr. Jimirro, all as set forth therein and as
previously disclosed.
On November 16, 2001, Messrs. Laikin and Skjodt filed a lawsuit in Los
Angeles County Superior Court against the Company and Mr. Jimirro seeking, among
other matters, to have the Letter Agreement rescinded and for damages based on
alleged fraud. On November 28, 2001 the Company and Mr. Jimirro filed an Answer,
and a separate Cross-Complaint, in this action. In the Answer the Company and
Mr. Jimirro generally deny the allegations of Messrs. Laikin and Skjodt, and in
the Cross-Complaint the Company and Mr. Jimirro assert a number of affirmative
claims against Messrs. Laikin and Skjodt and the other named defendants,
including fraud, and breach of contract.
On November 27, 2001, the Company was served with a Complaint filed in
Los Angeles County Superior Court on November 21, 2001 by Lawrence D. Lerner, a
purported shareholder of the Company. The Complaint demands that the Company
hold an annual meeting of shareholders. The Company expects to defend this
action vigorously. In particular, the Company believes that it will prove
impractical to hold such a meeting until the litigations with Messrs. Laikin and
Skjodt described above are resolved, as Messrs. Laikin and Skjodt have, as
described above, requested that the Letter Agreement, including the post-closing
voting and standstill provisions thereof, be rescinded. The enforcement of such
voting and standstill provisions will materially affect the outcome of any
shareholder meeting.
On November 28, 2001, the Company and Mr. Jimirro filed a lawsuit in
United States District Court in Los Angeles against Messrs. Laikin and Skjodt,
among others, alleging fraud and numerous violations of the Federal securities
law. In their Complaint the Company and Mr. Jimirro seek damages, specific
performance of specified provisions of the Letter Agreement and a range of
equitable relief.
NASDAQ LISTING ISSUES
On November 26, 2001, the Company received notification from NASDAQ
stating that the Company no longer satisfied certain quantitative net tangible
asset and equity valuation standards required for the continuation of its NASDAQ
Small Cap listing. The Company has continued to discuss its listing with NASDAQ
officials and has discussed certain scenarios pursuant to which the Company
might achieve compliance with the applicable NASDAQ SmallCap Market listing
requirements. However, in light of the Company's current economic condition, and
in particular, in light of the non-consummation of the transactions contemplated
by the Letter Agreement, there can be no assurance that any such scenario will
come to fruition. Accordingly, NASDAQ could, at any time and without further
notice, de-list the Company's common stock from trading on the NASDAQ SmallCap
Market.
7
The Company was previously informed by NASDAQ that de-listing procedures
might be initiated in the event that the Company did not send out a proxy
solicitation for an annual meeting of shareholders by November 30, 2001 or hold
a meeting by December 30, 2001. In light of the impracticalities of holding a
shareholders meeting at this time described above, the Company has notified
NASDAQ that it will not be able to comply with such requests.
If the Company's common stock is de-listed from the NASDAQ SmallCap
Market, it may trade only on the OTC Bulletin Board (or through other vehicles
offering limited trading options), and the liquidity of the Company's common
stock may, accordingly, be materially diminished. As of the date hereof, NASDAQ
has not sent the Company a formal de-listing notice.
STATUS OF EMPLOYMENT AGREEMENT WITH JAMES P. JIMIRRO
The Company is analyzing the legal impact on the Company of the
disclosures set forth in the Schedule 13D filed by, among others, Messrs. Laikin
and Skjodt with the Securities and Exchange Commission, as amended (the "Laikin
Schedule 13D"). Among other matters, the Company is considering the impact of
those disclosures on the Restated Employment Agreement, dated July 1, 1999 (the
"1999 Agreement"), with Mr. Jimirro, its Chairman, President and Chief Executive
Officer. As previously disclosed, under the 1999 Agreement, in the event of,
among other matters, a "Change in Control" of the Company or any one of the
specified "Executive Termination Events," Mr. Jimirro, upon delivery of a notice
of termination to the Company, is generally entitled to receive a lump sum
payment of all salary due for the remaining term specified therein (excluding
subsequent annual increases) and to continue to receive all benefits, bonuses,
stock options and stock appreciation rights for the remaining term. Further, to
the extent the aforesaid payments result in any excise tax liability under the
Internal Revenue Code of 1986, the Company is obligated to make an additional
payment to Mr. Jimirro equal to the amount of such excise taxes plus any income
or other payroll taxes resulting from such excise tax payment. In addition, Mr.
Jimirro, at his request, shall be engaged as a consultant to the Company for a
term of five years at the annual rate of 50% of his salary at the time of
termination. Under the 1999 Agreement, a "Change in Control" has occurred, among
other situations, if any "person" (as such term is defined in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of securities of the Company representing
more than 25% or more of the combined voting power of the Company's then
outstanding securities. It is possible, accordingly, that the disclosures
contained in the Laikin Schedule 13D indicates that such a Change in Control has
occurred. To date, the Company has not received a notice of termination from Mr.
Jimirro. If, however, such a Change in Control has occurred and Mr. Jimirro
successfully asserts his entitlement to the payments discussed above (or ceases
to voluntarily waive his entitlement to salary and other amounts voluntarily
deferred by him in the past, as also previously disclosed), the Company could
face the obligation to deliver approximately $7,000,000 in cash to Mr. Jimirro,
and other future considerations to him. The Company does not currently have such
capital, and there can be no assurance that, if such capital is required, the
Company will be able to raise it on reasonable terms, or at all.
RESULTS OF OPERATIONS
THE THREE MONTHS ENDED OCTOBER 31, 2001 VS. THE THREE MONTHS ENDED OCTOBER 31,
2000
For the quarter ended October 31, 2001 trademark revenues were
approximately $152,000 as compared to approximately $132,000 for the quarter
ended October 31, 2000, representing an increase of 15%. This increase resulted
primarily from increased revenue from book sales, approximately $8,000 in fiscal
2002 versus $296 in fiscal 2001, and approximately $26,000 in television
royalties received during fiscal 2002 versus zero during the first fiscal
8
quarter of 2001. Costs related to trademark revenue for the quarter ended
October 31, 2001 decreased to approximately $7,000 from $11,000 during fiscal
2001 primarily due to third party royalties associated with certain trademark
revenues. Video revenues during the first quarter of fiscal 2002 declined to
approximately $300 from approximately $9,000 during the first quarter of fiscal
2001, representing a decrease of 97%. 2001 video sales were limited to
individual video sales of "The Mother Goose Video Treasury". Costs related to
internet operations (excluding selling, general and administrative expenses
related to internet operations) were approximately $7,000 during the quarter
ended October 31, 2001 versus $11,000 during the quarter ended October 31, 2000,
representing a decline of 37%. The decline in Internet costs were due to
reductions in the cost of content creation.
Amortization of intangible assets, the costs of the Company's
acquisition of the "National Lampoon" trademark, was $60,000 during each of the
quarters ended October 31, 2001 and 2000. Selling, general and administrative
costs decreased by approximately $311,000 to $579,000 during the quarter ended
October 31, 2001 versus approximately $890,000 during the same period last year.
This decrease of 35% resulted primarily from a decline to approximately $283,000
in fiscal 2002 for expenses incurred by the Company relating to the Company's
extensive negotiations with Messrs. Laikin and Skjodt resulting in the
termination of the Letter Agreement as discussed in "Recent Developments" versus
$563,000 in 2001 for theses costs, representing a decrease of $280,000. There
was also a decrease of approximately $53,000 in salary expenses due to a
reduction in full time employees during the first quarter of fiscal 2002 versus
2001.
During the quarter ended October 31, 2001, the Company recorded a
negative expense of approximately $(276,000) related to stock appreciation
rights ("SARs") granted to the Company's chief executive officer versus an
expense of $438,000 in the prior year. This resulted from a decrease in the
Company's stock price during the quarter that decreased the amount payable by
the Company to the chief executive officer if he were to exercise of the
outstanding SARs. During the prior year there was an increase in the stock price
at quarter end versus the price at year-end fiscal 2000, which increase the
amount payable to the chief executive officer.
Interest income during the quarter ended October 31, 2001 decreased to
approximately $3,000 versus approximately $24,000 during the quarter ended
October 31, 2000. This decrease resulted from a decrease in cash and cash
equivalents held during the quarter versus the same period last year. Cash
balances during the first fiscal quarter of 2001 averaged approximately $1.5
million, versus $350,000 to approximately $450,000 during the first quarter of
fiscal 2002.
For the three months ended October 31, 2001, the Company had a net loss
of approximately $223,000 or $0.16 per share versus a loss of approximately
$1,248,000, or $0.92 per share for the quarter ended October 31, 2000. This
decrease in the loss resulted primarily from (i) the decrease in SG&A expenses
related to the Laikin/Skjodt group, and (ii) a decline in SAR liabilities and
the expense associated with that liability.
9
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of working capital during the quarter
ended October 31, 2001 was trademark and extension fee income. The Company's
management believes that its existing cash resources will be sufficient to fund
its ongoing operations for at least the next twelve months. However, unless the
Company's Internet revenues or revenues from other business activities
significantly increase during that period, the Company may need to raise
additional capital to continue to fund its current Internet operations or, in
the alternative, significantly reduce its Internet operations. There can be no
assurance that the Company will be able to raise such capital on reasonable
terms, or at all.
In addition, there has been to date no resolution to the Company's
previously disclosed ongoing disputes with Messrs. Laikin and Skjodt and the
other members of their group. See ITEM 2 -- MANAGEMENT'S DISCUSSION ANALYSIS OF
FINANCIAL POSITION AND RESULTS OF OPERATIONS - RECENT DEVELOPMENTS for more
information on these disputes. As previously disclosed, if a change in control
of the Company were to occur as a result of the actions of such group, or
otherwise, significant contingent amounts due an officer of the Company as
discussed in ITEM 11. - EXECUTIVE COMPENSATION of the Company's annual report on
Form 10-K for the year ended July 31, 2001 could be triggered which would result
in a net capital deficiency and the need for the Company to obtain additional
capital. There can be no assurance that the Company will be able to raise such
capital on reasonable terms, or at all.
For the three months ended October 31, 2001, the Company's net cash flow
provided by its operating activities was approximately $58,000, an increase of
$450,000 versus approximately $392,000 of net cash flow used in operating
activities during the three months ended October 31, 2000. This increase results
primarily from the receipt of extension fee funds from Mr. Laikin related to the
Letter Agreement and decreased general and administrative expenses incurred
during the quarter ended October 31, 2001. At October 31, 2001, the Company had
cash and cash equivalents of approximately $450,000 as compared to approximately
$324,000 at July 31, 2001.
FUTURE COMMITMENTS
The Company does not have any material future commitments for capital
expenditures. However, in light of the continued costs of the current
litigation, and the potential obligation to Mr. Jimirro (See RECENT DEVELOPMENTS
- - STATUS OF EMPLOYMENT AGREEMENT WITH JAMES P. JIMIRRO above), the Company may
experience a significant working capital shortage. In such event, the Company
would need to obtain debt or ongoing capital to cover such shortfall. There can
be no assurance that the Company will be able to raise such capital on
reasonable terms, or at all. The ongoing litigation may make obtaining such
capital virtually impossible.
FORWARD-LOOKING STATEMENTS
The foregoing discussion, as well as the other sections of this
Quarterly Report on Form 10-Q, contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that reflect the
Company's current views with respect to future events and financial results.
Forward-looking statements usually include the verbs "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "understands" and other
verbs suggesting uncertainty. The Company reminds shareholders that
forward-looking statements are merely
10
predictions and therefore inherently subject to uncertainties and other factors
which could cause the actual results to differ materially from the
forward-looking statements. Potential factors that could affect forward-looking
statements include, among other things, the Company's ability to identify,
produce and complete projects that are successful in the marketplace, to resolve
litigation on acceptable terms, to arrange financing, distribution and promotion
for these projects on favorable terms in various markets and to attract and
retain qualified personnel.
PART II -- OTHER INFORMATION
ITEM 1 -- LEGAL PROCEEDINGS
TERMINATION OF THE LAIKIN-SKJODT AGREEMENT; LITIGATION
On November 16, 2001, Messrs. Laikin and Skjodt filed a lawsuit in Los
Angeles County Superior Court against the Company and Mr. Jimirro seeking, among
other matters, to have the Letter Agreement rescinded and for damages based on
alleged fraud. On November 28, 2001 the Company and Mr. Jimirro filed an Answer,
and a separate Cross-Complaint, in this action. In the Answer the Company and
Mr. Jimirro generally deny the allegations of Messrs. Laikin and Skjodt, and in
the Cross-Complaint the Company and Mr. Jimirro assert a number of affirmative
claims against Messrs. Laikin and Skjodt and the other named defendants,
including fraud, and breach of contract.
On November 28, 2001, the Company and Mr. Jimirro filed a lawsuit in
United States District Court in Los Angeles against Messrs. Laikin and Skjodt,
among others, alleging fraud and numerous violations of the Federal securities
law. In their Complaint the Company and Mr. Jimirro seek damages, specific
performance of specified provisions of the Letter Agreement and a range of
equitable relief.
On November 27, 2001, the Company was served with a Complaint filed in
Los Angeles County Superior Court on November 21, 2001 by Lawrence D. Lerner, a
purported shareholder of the Company. The Complaint demands that the Company
hold an annual meeting of shareholders. The Company expects to defend this
action vigorously. In particular, the Company believes that it will prove
impractical to hold such a meeting until the litigations with Messrs. Laikin and
Skjodt described above are resolved, as Messrs. Laikin and Skjodt have, as
described above, requested that the Letter Agreement, including the post-closing
voting and standstill provisions thereof, be rescinded. The enforcement of such
voting and standstill provisions will materially affect the outcome of any
shareholder meeting.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS (NUMBERED IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K)
--------
3.1 Restated Articles of Incorporation of Registrant. (1)
3.2 Certificate of Amendment of Restated Articles of Incorporation
filed April 27, 1989. (2)
3.3 Certificate of Amendment of Restated Articles of Incorporation
filed July 14, 1993. (2)
3.4 Certificate of Amendment of Restated Articles of Incorporation
filed October 29, 1998. (3)
11
3.5 Amendment to Bylaws of Registrant dated July 15, 1999. (4)
3.6 Amendment to Bylaws of Registrant dated August 18, 2000. (5)
27 Financial Data Schedule. (6)
---------------
(1) Incorporated by reference to Form S-1 filed on July 28, 1986 as
amended September 22, 1986 and October 2, 1986.
(2) Incorporated by reference to Form 10-K filed for the fiscal year
ended July 31, 2000.
(3) Incorporated by reference to Form 10-K filed for the fiscal year
ended July 31, 1998.
(4) Incorporated by reference to Form 8-K filed July 16, 1999.
(5) Incorporated by reference to Form 8-K filed August 22, 2000.
(6) Filed electronically with Securities and Exchange Commission,
omitted in copies distributed to shareholders or other persons.
(b) FORMS 8-K
Registrant's Current Report on Form 8-K filed on August 2, 2001.
Registrant's Current Report on Form 8-K filed on August 24, 2001.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: December 14, 2001 J2 COMMUNICATIONS
By: /s/James Toll
--------------------------------
James Toll
Chief Financial Officer
13