Late filing has nothing to do with the insider sales. It is because of the calculation of EPS/shr with regard to the preferred shares is to be adopted to a share count disregarding unconverted preferred stock/debt.
See:
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Form NT 10-K for EFAX COM INC filed on Apr 2 1999
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-22561
CUSIP NUMBER: 282102 10 3
(Check One): [X] Form 10-K and 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and 10-QSB [ ] Form N-SAR
For Period Ended: January 2, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
PART I - REGISTRANT INFORMATION
Full Name of Registrant:
eFax.com, Inc., a Delaware corporation (Formerly JetFax, Inc.)
Address of Principal Executive Office:
1378 Willow Road
Menlo Park, California 94025
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached as Exhibit A hereto.
-1-
PART III - NARRATIVE
EFax.com, Inc. (the "Company") was recently informed by its independent
auditors, Deloitte & Touche LLP, that the presentation of net loss per share
for its fiscal years ended January 3, 1998 and January 4, 1997 must be
revised, pursuant to SAB 98, from a pro forma computation which included
outstanding Convertible Preferred Stock issued prior to the Company's IPO on
an as-if-converted basis to a historical computation which excludes the
conversion of such Convertible Preferred Stock. The change in presentation
has no effect on the Company's previously reported net loss per share for
its current fiscal year. The Company subsequently revised the net loss per
share data for the applicable periods included in its financial statements
for 1998. The Company is unable to complete and file its annual report on
Form 10-K for the fiscal year ended January 2, 1999 at this time because the
annual audit of the financial statements has not been completed. This
Notification of Late Filing is accompanied by a letter from the Company's
independent certified public accountants confirming that the audit has not
yet been completed.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Allen K. Jones
Vice President of Finance, Chief Financial Officer and Secretary
eFax.com, Inc.
1378 Willow Road
Menlo Park, California 94025
Telephone: (650) 324-0600
with a copy to:
Theresa F. Sleight, Esq.
Husch & Eppenberger, LLC
100 North Broadway, Suite 1300
St. Louis, MO 63102
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
[ ] Yes [X] No
EFax.com, Inc. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: April 2, 1999 By: /s/ Allen K. Jones
------------------
Allen K. Jones
Vice President of Finance,
Chief Financial Officer and Secretary
-2-
EXHIBIT A
---------
April 1, 1999
Mr. Allen Jones, Chief Financial Officer
eFax.com, Inc.
1378 Willow Road
Menlo Park, CA 94025
Dear Mr. Jones:
This letter is to confirm our conversation today whereby we advised you that
Deloitte & Touche LLP is unable to complete the audit of the consolidated
financial statements of eFax.com, Inc. (the "Company") as of December 31,
1998 and 1997 and for the years then ended and for the nine months ended
December 31, 1996 by April 2, 1999, the statutory due date for the filing,
with the Securities and Exchange Commission, of the annual report on Form
10-K for the year ended January 2, 1999. We have read the Company's
statements contained in Part III therein and we agree with the stated reason
as to why we have been unable to complete our audit and report on the
consolidated financial statements for the year ended January 2, 1999, to be
included in Form 10-K.
Yours truly,
/s/ DELOITTE & TOUCHE LLP
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