SEC Comment Letter for ZIFF DAVIS, INC. (ZD) (CIK 0001084048) (ZD) — Dec 20, 2011
ZIFF DAVIS, INC. (ZD) (CIK 0001084048)
Date: Dec. 20, 2011 · CIK: 0001084048 · Accession: 0000000000-11-072665
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December 19, 2011
Via e-mail:
Mr. Nehemia Zucker Chief Executive Officer j2 Global Communications, Inc. 6922 Hollywood Boulevard, Suite 500 Los Angeles, CA 90028
Re: j2 Global Communications, Inc.
Form 10-K for the fiscal year ended December 31, 2010 Filed February 28, 2011 Form 10-Q for the quarterly p eriod ended September 30, 2011
Filed November 8, 2011 File No. 0-25965
Dear Mr. Zucker:
We have reviewed your filing and have the fo llowing comments. Please provide us with the
requested information so we ma y better understand your disclosure.
Please respond to this letter within ten busine ss days by providing the requested information or
by advising us when you will provide the requested re sponse. If you do not believe our comments apply
to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have
additional comments. Form 10-K for the Year Ended December 31, 2010
Definitive Proxy Statement filed on March 29, 2011
Compensation Discussion and Analysis, page 20
1. Your Compensation Discussion and Analysis section suggest s that you benchmark certain
elements of your executive compensation program. For instance, the penultimate paragraph on page 20 states Pearl Meyer & Partners, LLC conducted a compensation survey for the 2011
executive compensation program. Also, the Salary discussion on page 21 states the
Compensation Committee takes into account co mparative compensation information from
surveys; the Senior Manageme nt Bonus Program discussion on page 22 states the Bonus
Program is based in part on third-party compensation surveys; and the Stock Based
Compensation discussion on page 24 states third- party compensation surveys are considered in
determining the size of awards. Please advi se whether you benchmark elements of your
Mr. Nehemia Zucker j2 Global Communications, Inc. December 19, 2011 Page 2
executive compensation and, if so, disclose in futu re filings the peer companies that are part of
the surveys. See Item 402(b)(2 )(xiv) of Regulation S-K.
Form 10-Q for the Quarterly Period Ended September 30, 2011
Note 1. Use of Estimates, page 6
2. We note that you changed your estimate to the actual remaining servic e obligations for your
annual eFAX® subscribers. Please tell us in de tail why the actual remain ing service obligations
were not previously known. It is unclear to us why your revenue recognition policy required you
to estimate the remaining service obligations of su ch subscribers.
* * * *
Please file all correspondence over EDGAR. We urge all persons who are responsible for the
accuracy and adequacy of the disclosu re in the filing to be certain that the filing includes the information
the Securities Exchange Act of 1934 and all applicab le Exchange Act rules require. Since the company
and its management are in possession of all facts rela ting to a company’s disclosu re, they are responsible
for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company
acknowledging that:
the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
You may contact Dean Suehiro, Senior Sta ff Accountant, at (202) 551-3384 or Robert
Littlepage, Accountant Branch Chief, at (202) 5 51-3361 if you have questions regarding comments on
the financial statements and related matters. Please contact Ajay Koduri, St aff Attorney at (202) 551-
3310 or Jessica Plowgian, Senior Staff Attorney at (202) 551-3367 or me at (202) 551-3810 with any
other questions.
Sincerely, /s/ Celeste M. Murphy for Larry Spirgel Assistant Director