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SEC Comment Letter for ZIFF DAVIS, INC. (ZD) (CIK 0001084048) (ZD) — Dec 29, 2009

ZIFF DAVIS, INC. (ZD) (CIK 0001084048)
Date: Dec. 29, 2009 · CIK: 0001084048 · Accession: 0000000000-09-072967

AI Filing Summary & Sentiment

File numbers found in text: 000-25965

Date
December 29, 2009
Author
Not clearly detected
Form
UPLOAD
Company
ZIFF DAVIS, INC. (ZD) (CIK 0001084048)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

DIVISION OF CORPORATION FINANCE

Mail Stop 3720 December 29, 2009 Mr. Nehemia Zucker Chief Executive Officer j2 Global Communications, Inc. 6922 Hollywood Boulevard, Suite 500 Los Angeles, California 90028 RE: j2 Global Communications, Inc. Form 10-K for the year ended December 31, 2008 Filed February 25, 2009, as amended March 5, 2009

Forms 10-Q for the quarterly periods ended March 31, 2009, June 30, 2009, and September 30, 2009 File No. 000-25965 Dear Mr. Zucker:

We have reviewed your filings and have th e following comments. Where indicated, we think you should revise your Form 10-K in response to these comments. If you disagree, we will consider your explanation as to why our commen t is inapplicable or a revision is unnecessary. Please be as detailed as necessa ry in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspe ct of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

Compensation Discussion and Analysis, page 15 1. It appears that you use the surveys listed on page 15 for benchmarking purposes. For example, you disclose on page 16 that the compensation committee considers the surveys to help ensure that executive sala ries remain in line with the Compensation Committee’s target range. If you use surveys to benchmark total compensation, or any material element of compensation, you must identify the companies in the surveys. See Regulation S-K Item 402(b )(2)(xiv). Please conf irm in your response

Nehemia Zucker j2 Global Communications, Inc. December 29, 2009 Page 2 letter that you will comply with our comment in future filings where you use the surveys to benchmark your named executive officers’ compensation. For further guidance, see Question 11805 of the Divisi on of Corporation Fi nance Regulation S-K Compliance and Disclosure Interpreta tions, available on our website at http://www.sec.gov/divisions/corpfin/cfguidance.shtml . 2. In future filings, please identify the outside benefits consulting firm the compensation committee retained and discuss the consulta nt’s role in the compensation-setting practices and decisions. See also our ne w rules relating to enhanced disclosure concerning compensation consultant s effective February 28, 2010 (SEC Release 34-61175). 3. We note that bonus awards paid to certain named executive officers are tied to the achievement of specified pre-established individual and company performance objectives. In future filings, please disc lose, for each named executive officer, the target payouts, the performance targets a nd threshold levels for each performance goal. Also disclose the extent to wh ich the individual and company performance targets were met. See Item 402(b)(v), (v i) and (vii) of Regulation S-K.

Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your respon ses to our comments and provides any requested information. Detailed letter s greatly facilitate our review. Please file your letter over EDGAR. Please understand th at we may have addi tional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the comp any and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made. In connection with responding to our comme nts, please provide, in writing, a statement from the company acknowledging that • the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.

Nehemia Zucker j2 Global Communications, Inc. December 29, 2009 Page 3 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filings or in response to our comments on your filings. You may contact Joseph Ke mpf, Staff Accountant, at (202) 551-3352, or Robert Littlepaige, Branch Chief, at (202) 551-3361, if you have questi ons regarding comments on the financial statements and related matters. Y ou may contact John Zitko, Staff Attorney, at (202) 551-3399, or me, at (202) 551-3810 with any questions. S i n c e r e l y , L a r r y S p i r g e l A s s i s t a n t D i r e c t o r

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
December 29, 2009
 Mr. Nehemia Zucker Chief Executive Officer j2 Global Communications, Inc. 6922 Hollywood Boulevard, Suite 500 Los Angeles, California 90028
 RE: j2 Global Communications, Inc.
  Form 10-K for the year ended December 31, 2008
  Filed February 25, 2009, as amended March 5, 2009

Forms 10-Q for the quarterly periods ended March 31, 2009, June 30, 2009,
and September 30, 2009
  File No. 000-25965
Dear Mr. Zucker:

We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your Form 10-K in response  to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

Compensation Discussion and Analysis, page 15
 1. It appears that you use the surveys listed on page 15 for benchmarking purposes.  For
example, you disclose on page 16 that the compensation committee considers the surveys to help ensure that executive sala ries remain in line with the Compensation
Committee’s target range.  If you use surveys to benchmark total compensation, or any material element of compensation, you must identify the companies in the
surveys.  See Regulation S-K Item 402(b )(2)(xiv).  Please conf irm in your response

Nehemia Zucker
j2 Global Communications, Inc.
December 29, 2009 Page 2
letter that you will comply with our comment in future filings where you use the surveys to benchmark your named executive officers’ compensation.  For further guidance, see Question 11805 of the Divisi on of Corporation Fi nance Regulation S-K
Compliance and Disclosure Interpreta tions, available on our website at
http://www.sec.gov/divisions/corpfin/cfguidance.shtml
.
 2. In future filings, please identify the outside benefits consulting firm the compensation
committee retained and discuss the consulta nt’s role in the compensation-setting
practices and decisions.  See also our ne w rules relating to enhanced disclosure
concerning compensation consultant s effective February 28, 2010 (SEC
Release 34-61175).
 3. We note that bonus awards paid to certain named executive officers are tied to the
achievement of specified pre-established individual and company performance
objectives.  In future filings, please disc lose, for each named executive officer, the
target payouts, the performance targets a nd threshold levels for each performance
goal.  Also disclose the extent to wh ich the individual and company performance
targets were met.  See Item 402(b)(v), (v i) and (vii) of Regulation S-K.

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your respon ses to our comments and
provides any requested information.  Detailed letter s greatly facilitate our review.  Please file
your letter over EDGAR.  Please understand th at we may have addi tional comments after
reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Nehemia Zucker
j2 Global Communications, Inc. December 29, 2009 Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.
  You may contact Joseph Ke mpf, Staff Accountant, at  (202) 551-3352, or Robert
Littlepaige, Branch Chief, at  (202) 551-3361, if you have questi ons regarding comments on the
financial statements and related matters. Y ou may contact John Zitko, Staff Attorney, at
(202) 551-3399, or me, at (202) 551-3810 with any questions.
          S i n c e r e l y ,                       L a r r y  S p i r g e l            A s s i s t a n t  D i r e c t o r