##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period fromto
 Commission File Number: 0-17995
 ZIX CORPORATION
 (Exact Name of Registrant as Specified in its Charter)
 Texas
    
    75-2216818(State of Incorporation)
    
    (I.R.S. Employer Identification Number)
 2711 North Haskell Avenue
Suite 2200, LB 36
Dallas, Texas 75204-2960
(Address of Principal Executive Offices)
 (214) 370-2000
(Registrants Telephone Number, Including Area Code)
 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 þ No o
 Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was
required to submit and post such
files).  Yes o No o
 Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
 o Large accelerated filer
þ Accelerated filer
o Non-accelerated filer (Do not check if a smaller reporting company)
o Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
 Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
 Class
    
    Outstanding at May 8, 2009Common Stock, par value $0.01 per share
    
    63,319,482




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##### 



INDEX
 PageNumberPART I  FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance Sheets at March 31, 2009 (unaudited) and December 31, 2008
    
    3Condensed Consolidated Statements of Operations for the three months ended March 31, 2009 and 2008
    
    4Condensed Consolidated Statement of Stockholders Deficit for the three months ended March 31, 2009
    
    5Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008
    
    6Notes to Condensed Consolidated Financial Statements
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    17Item 4. Controls and Procedures
    
    17PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    17Item 1A. Risk Factors
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    18Item 3. Defaults Upon Senior Securities
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    18Item 5. Other Information
    
    18Item 6. Exhibits
    
    19EX-10.1EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



ZIX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    12,228,000
    
    
    $
    13,245,000Marketable securities
    
    
    25,000
    
    
    
    Receivables, net
    
    
    706,000
    
    
    
    476,000Prepaid and other current assets
    
    
    1,236,000
    
    
    
    1,145,000Total current assets
    
    
    14,195,000
    
    
    
    14,866,000Restricted cash
    
    
    
    
    
    
    28,000Property and equipment, net
    
    
    2,362,000
    
    
    
    2,236,000Goodwill
    
    
    2,161,000
    
    
    
    2,161,000Other assets
    
    
    58,000
    
    
    
    66,000Total assets
    
    $
    18,776,000
    
    
    $
    19,357,000LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable
    
    $
    1,239,000
    
    
    $
    512,000Accrued expenses
    
    
    2,297,000
    
    
    
    2,404,000Deferred revenue
    
    
    14,201,000
    
    
    
    14,960,000Total current liabilities
    
    
    17,737,000
    
    
    
    17,876,000Long-term liabilities:Deferred revenue
    
    
    2,764,000
    
    
    
    2,484,000Deferred rent
    
    
    284,000
    
    
    
    300,000Total long-term liabilities
    
    
    3,048,000
    
    
    
    2,784,000Total liabilities
    
    
    20,785,000
    
    
    
    20,660,000Commitments and contingencies (see Note 8)Stockholders deficit:Preferred stock, $1 par value, 10,000,000 shares authorized; none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value, 175,000,000 shares authorized; 65,646,663 issued and
63,319,482 outstanding in 2009 and 2008
    
    
    656,000
    
    
    
    656,000Additional paid-in capital
    
    
    334,444,000
    
    
    
    333,608,000Treasury stock, at cost; 2,327,181 common shares in 2009 and 2008
    
    
    (11,507,000
    )
    
    
    (11,507,000
    )Accumulated deficit
    
    
    (325,602,000
    )
    
    
    (324,060,000
    )Total stockholders deficit
    
    
    (2,009,000
    )
    
    
    (1,303,000
    )Total liabilities and stockholders deficit
    
    $
    18,776,000
    
    
    $
    19,357,000
  3




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ZIX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended March 31,2009
    
    
    2008Revenues
    
    $
    7,256,000
    
    
    $
    7,199,000Cost of revenues
    
    
    2,471,000
    
    
    
    2,580,000Gross profit
    
    
    4,785,000
    
    
    
    4,619,000Operating expenses:Research and development
    
    
    1,731,000
    
    
    
    1,545,000Selling, general and administrative
    
    
    4,644,000
    
    
    
    4,817,000Total operating expenses
    
    
    6,375,000
    
    
    
    6,362,000Operating loss
    
    
    (1,590,000
    )
    
    
    (1,743,000
    )Investment and other income
    
    
    68,000
    
    
    
    116,000Loss before income taxes
    
    
    (1,522,000
    )
    
    
    (1,627,000
    )Provision for income taxes
    
    
    (20,000
    )
    
    
    (77,000
    )Net loss
    
    $
    (1,542,000
    )
    
    $
    (1,704,000
    )Basic and diluted loss per common share
    
    $
    (0.02
    )
    
    $
    (0.03
    )Basic and diluted weighted average common shares outstanding
    
    
    63,319,482
    
    
    
    62,703,846
  4




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ZIX CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT
 Stockholders DeficitAdditional
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Treasury
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Deficit
    
    
    DeficitBalance, December 31, 2008
    
    
    65,646,663
    
    
    $
    656,000
    
    
    $
    333,608,000
    
    
    $
    (11,507,000
    )
    
    $
    (324,060,000
    )
    
    $
    (1,303,000
    )Employee stock-based
compensation costs
    
    
    
    
    
    
    
    
    
    
    830,000
    
    
    
    
    
    
    
    
    
    
    
    830,000Non-employee
stock-based
compensation costs
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    
    
    
    
    
    
    
    
    6,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,542,000
    )
    
    
    (1,542,000
    )Balance, March 31, 2009
    
    
    65,646,663
    
    
    $
    656,000
    
    
    $
    334,444,000
    
    
    $
    (11,507,000
    )
    
    $
    (325,602,000
    )
    
    $
    (2,009,000
    )
  5




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ZIX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months Ended March 31,2009
    
    
    2008Operating activities:Net loss
    
    $
    (1,542,000
    )
    
    $
    (1,704,000
    )Non-cash items in net loss:Depreciation and amortization
    
    
    319,000
    
    
    
    328,000Employee stock-based compensation costs
    
    
    830,000
    
    
    
    634,000Non-employee stock-based compensation costs
    
    
    6,000
    
    
    
    22,000Common stock issued to employees as compensation in lieu of cash
    
    
    
    
    
    
    118,000Changes in deferred taxes
    
    
    8,000
    
    
    
    3,000Changes in operating assets and liabilities:Receivables
    
    
    (230,000
    )
    
    
    187,000Prepaid and other current assets
    
    
    (91,000
    )
    
    
    357,000Accounts payable
    
    
    426,000
    
    
    
    88,000Deferred revenue
    
    
    (479,000
    )
    
    
    (207,000
    )Accrued and other liabilities
    
    
    (123,000
    )
    
    
    431,000Net cash (used in) provided by operating activities
    
    
    (876,000
    )
    
    
    257,000Investing activities:Purchases of property and equipment
    
    
    (144,000
    )
    
    
    (71,000
    )Restricted cash and marketable securities, net
    
    
    3,000
    
    
    
    1,734,000Net cash (used in) provided by investing activities
    
    
    (141,000
    )
    
    
    1,663,000Financing activities:Proceeds from exercise of stock options
    
    
    
    
    
    
    141,000Net cash provided by financing activities
    
    
    
    
    
    
    141,000(Decrease) increase in cash and cash equivalents
    
    
    (1,017,000
    )
    
    
    2,061,000Cash and cash equivalents, beginning of period
    
    
    13,245,000
    
    
    
    10,524,000Cash and cash equivalents, end of period
    
    $
    12,228,000
    
    
    $
    12,585,000
  6




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ZIX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation
  2. Recent Accounting Standards and Pronouncements
 FSP 157-2  Effective Date of FASB Statement No. 157
 Business Combinations
 Non-controlling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 Determination of the Useful
Life of Intangible Assets Goodwill and Other Intangible Asset.
 3. Segment Information
   7




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Three Months Ended March 31, 2009
    
    
    Three Months Ended March 31, 2008Email
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    EmailEncryption
    
    
    e-Prescribing
    
    
    Corporate
    
    
    Total
    
    
    Encryption
    
    
    e-Prescribing
    
    
    Corporate
    
    
    TotalRevenues
    
    $
    6,242,000
    
    
    $
    1,014,000
    
    
    $
    
    
    
    $
    7,256,000
    
    
    $
    5,289,000
    
    
    $
    1,910,000
    
    
    $
    
    
    
    $
    7,199,000Cost of revenues
    
    
    1,013,000
    
    
    
    1,458,000
    
    
    
    
    
    
    
    2,471,000
    
    
    
    1,050,000
    
    
    
    1,530,000
    
    
    
    
    
    
    
    2,580,000Gross profit/(loss)
    
    
    5,229,000
    
    
    
    (444,000
    )
    
    
    
    
    
    
    4,785,000
    
    
    
    4,239,000
    
    
    
    380,000
    
    
    
    
    
    
    
    4,619,000Direct expenses
    
    
    2,756,000
    
    
    
    1,845,000
    
    
    
    
    
    
    
    4,601,000
    
    
    
    2,867,000
    
    
    
    1,835,000
    
    
    
    
    
    
    
    4,702,000Segment contribution (loss)
    
    
    2,473,000
    
    
    
    (2,289,000
    )
    
    
    
    
    
    
    184,000
    
    
    
    1,372,000
    
    
    
    (1,455,000
    )
    
    
    
    
    
    
    (83,000
    )Unallocated (expense)/income:Selling, general and
administrative expense
    
    
    
    
    
    
    
    
    
    
    (1,774,000
    )
    
    
    (1,774,000
    )
    
    
    
    
    
    
    
    
    
    
    (1,660,000
    )
    
    
    (1,660,000
    )Investment and other income
    
    
    
    
    
    
    
    
    
    
    68,000
    
    
    
    68,000
    
    
    
    
    
    
    
    
    
    
    
    116,000
    
    
    
    116,000Total
    
    
    
    
    
    
    
    
    
    
    (1,706,000
    )
    
    
    (1,706,000
    )
    
    
    
    
    
    
    
    
    
    
    (1,544,000
    )
    
    
    (1,544,000
    )Income (loss) before income
taxes
    
    $
    2,473,000
    
    
    $
    (2,289,000
    )
    
    $
    (1,706,000
    )
    
    $
    (1,522,000
    )
    
    $
    1,372,000
    
    
    $
    (1,455,000
    )
    
    $
    (1,544,000
    )
    
    $
    (1,627,000
    )Depreciation and
amortization expense
    
    $
    192,000
    
    
    $
    87,000
    
    
    $
    40,000
    
    
    $
    319,000
    
    
    $
    188,000
    
    
    $
    97,000
    
    
    $
    43,000
    
    
    $
    328,000
   March 31, 2009
    
    
    December 31, 2008Total assets:Email Encryption
    
    $
    3,541,000
    
    
    $
    3,335,000e-Prescribing
    
    
    795,000
    
    
    
    664,000Corporate
    
    
    14,440,000
    
    
    
    15,358,000Total assets
    
    $
    18,776,000
    
    
    $
    19,357,000
 4. Stock Options and Stock-based Employee Compensation
  Three Months Ended March 31,2009
    
    
    2008Cost of revenues
    
    $
    126,000
    
    
    $
    79,000Research and development
    
    
    101,000
    
    
    
    66,000Selling, general and administrative
    
    
    603,000
    
    
    
    489,000Stock-based compensation expense
    
    $
    830,000
    
    
    $
    634,000
  8




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Stock Option Activity
  Weighted AverageWeighted
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Contractual Term
    
    
    IntrinsicShares
    
    
    Exercise Price
    
    
    (Yrs)
    
    
    ValueOutstanding at December 31, 2008
    
    
    10,039,367
    
    
    $
    4.76Granted at market price
    
    
    108,480
    
    
    $
    1.31Cancelled or expired
    
    
    (460,243
    )
    
    $
    9.97Exercised
    
    
    
    
    
    $
    Outstanding at March 31, 2009
    
    
    9,687,604
    
    
    $
    4.47
    
    
    
    6.52
    
    
    $
    Options exercisable at March 31, 2009
    
    
    7,645,262
    
    
    $
    4.88
    
    
    
    5.94
    
    
    $
    
   5. Supplemental Cash Flow Information
  Three Months Ended March 31,2009
    
    
    2008Cash income tax payments
    
    $
    110,000
    
    
    $
    53,000Non-cash investing and financing activities:Assets sold to customers as part of their subscription service
    
    
    
    
    
    $
    5,000Stock issued in lieu of accrued expenses
    
    
    
    
    
    $
    422,000Payables related to purchases of fixed assets
    
    $
    301,000
    
    
    
    
 6. Receivables, net
 March 31,
    
    
    December 31,2009
    
    
    2008Gross accounts receivable
    
    $
    5,170,000
    
    
    $
    3,682,000Allowance for returns and doubtful accounts
    
    
    (35,000
    )
    
    
    (37,000
    )Unpaid portion of deferred revenue
    
    
    (4,429,000
    )
    
    
    (3,169,000
    )Receivables, net
    
    $
    706,000
    
    
    $
    476,000
   9




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7. Earnings Per Share and Potential Dilution
  Three Months Ended March 31,2009
    
    
    2008Stock options
    
    
    9,687,604
    
    
    
    9,524,080Warrants issued in relation to debt and equity arrangements
    
    
    10,260,246
    
    
    
    10,434,804Total anti-dilutive securities excluded from EPS calculation
    
    
    19,947,850
    
    
    
    19,958,884
  8. Commitments and contingencies
 Leases
  Payments Due by PeriodTotal
    
    
    1 Year
    
    
    Years 2&3
    
    
    Beyond 3 YearsOperating leases
    
    $
    5,594,000
    
    
    $
    1,229,000
    
    
    $
    2,124,000
    
    
    $
    2,241,000
  Claims and Proceedings
  
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS
 Management Discussion
and Analysis
  10




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Overview
   Critical Accounting Policies and Estimates
  Summary of Significant Accounting
Policies Critical Accounting Policies and Estimates
 Results of Operations
 First Quarter 2009 Summary of Operations
 Financial
 
    
    Revenue for the quarter ended March 31, 2009, was $7,256,000 compared with $7,199,000
for the same period in 2008 representing a 1% increase.
    
    Gross profit for the quarter ended March 31, 2009, was $4,785,000 or 66% of revenues
compared with $4,619,000 or 64% of revenues for the comparable period in 2008.Email Encryption gross profit was $5,229,000 or 84% of revenues compared with
$4,239,000 or 80% of revenues for the comparable period in 2008.e-Prescribing gross loss was $444,000 or 44% of revenues compared with gross profit of
$380,000 or a 20% of revenues for the comparable period in 2008.
    
    Net loss for the quarter ended March 31, 2009 was $1,542,000 compared with a net loss
of $1,704,000 in 2008.
    
    Ending cash and cash equivalents were $12,228,000 on March 31, 2009 compared with
$13,245,000 on December 31, 2008.
 Operations
 
    
    For the Email Encryption service, new first year orders (NFYO or NFYOs) for the
quarter ended March 31, 2009, were $1,130,000 and customer contract renewals were 95% on a
contract value basis.
    
    We deployed approximately 350 new e-Prescribing devices to prescribers and reached
approximately 2,500,000 electronic prescriptions transacted in the three-month period ended
March 31, 2009 (12% higher than the same period in 2008).
 Revenues
  Three Months Ended
    
    
    3-month VarianceMarch 31,
    
    
    2009 vs. 20082009
    
    
    2008
    
    
    $
    
    
    %Email Encryption
    
    $
    6,242,000
    
    
    $
    5,289,000
    
    
    
    953,000
    
    
    
    18
    %e-Prescribing
    
    
    1,014,000
    
    
    
    1,910,000
    
    
    
    (896,000
    )
    
    
    (47
    %)Total revenues
    
    $
    7,256,000
    
    
    $
    7,199,000
    
    
    
    57,000
    
    
    
    1
    %
 11




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Revenue Indicators  Backlog, Orders and Deployments
 Company-wide backlog 
  Email Encryption Orders 
 e-Prescribing  i.e
 i.e.
    12




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Cost of Revenues
  Three Months Ended
    
    
    3-month VarianceMarch 31,
    
    
    2009 vs. 20082009
    
    
    2008
    
    
    $
    
    
    %Email Encryption
    
    $
    1,013,000
    
    
    $
    1,050,000
    
    
    
    (37,000
    )
    
    
    (4
    %)e-Prescribing
    
    
    1,458,000
    
    
    
    1,530,000
    
    
    
    (72,000
    )
    
    
    (5
    %)Total cost of revenues
    
    $
    2,471,000
    
    
    $
    2,580,000
    
    
    
    (109,000
    )
    
    
    (4
    %)
  Email Encryption 
 e-Prescribing 
 13




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Research and Development Expenses
  Three Months Ended
    
    
    3-month VarianceMarch 31,
    
    
    2009 vs. 20082009
    
    
    2008
    
    
    $
    
    
    %Research and development
    
    $
    1,731,000
    
    
    $
    1,545,000
    
    
    
    186,000
    
    
    
    12
    %
 i.e.,
 Selling, General and Administrative Expenses
  Three Months Ended
    
    
    3-month VarianceMarch 31,
    
    
    2009 vs. 20082009
    
    
    2008
    
    
    $
    
    
    %Selling, general and administrative
    
    $
    4,644,000
    
    
    $
    4,817,000
    
    
    
    (173,000
    )
    
    
    (4
    %)
  Investment and Other Income
  Provision for Income Taxes
   14




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Liquidity and Capital Resources
 Overview
     Impact of Current Economic Crisis
  15




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##### Table of Contents



Sources and Uses of Cash Summary
 Three Months Ended March 31,2009
    
    
    2008Net cash (used in) provided by operations
    
    $
    (876,000
    )
    
    $
    257,000Net cash (used in) provided by investing activities
    
    $
    (141,000
    )
    
    $
    1,663,000Net cash provided by financing activities
    
    $
    
    
    
    $
    141,000
    Liquidity Summary
  Options and Warrants of ZixCorp Common Stock
  Summary of Outstanding Options and WarrantsVested SharesTotal Value of
    
    
    (included in
    
    
    Total Value ofExercise Price Range
    
    Outstanding Shares
    
    
    Outstanding Shares
    
    
    Outstanding shares)
    
    
    Vested Shares$1.11 - $1.99
    
    
    7,530,210
    
    
    $
    2,549,000
    
    
    
    6,492,412
    
    
    $
    2,343,000$2.00 - $3.49
    
    
    4,963,892
    
    
    
    8,933,000
    
    
    
    4,889,145
    
    
    
    8,812,000$3.50 - $4.99
    
    
    4,079,281
    
    
    
    13,322,000
    
    
    
    3,149,484
    
    
    
    10,028,000$5.00 - $5.99
    
    
    549,260
    
    
    
    2,138,000
    
    
    
    549,260
    
    
    
    2,138,000$6.00 - $8.99
    
    
    908,483
    
    
    
    4,706,000
    
    
    
    908,483
    
    
    
    4,706,000$9.00 - $19.99
    
    
    890,381
    
    
    
    8,668,000
    
    
    
    890,381
    
    
    
    8,668,000$20.00 - $57.60
    
    
    1,026,343
    
    
    
    55,001,000
    
    
    
    1,026,343
    
    
    
    55,001,000Total
    
    
    19,947,850
    
    
    $
    95,317,000
    
    
    
    17,905,508
    
    
    $
    91,696,000
 Off-Balance Sheet Arrangements
  16




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##### Table of Contents



Contractual Obligations, Contingent Liabilities and Commitments
  Payments Due by PeriodTotal
    
    1 Year
    
    Years 2 & 3
    
    Beyond 3 YearsOperating leases
    
    $
    5,594,000
    
    
    $
    1,229,000
    
    
    $
    2,124,000
    
    
    $
    2,241,000
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
  Changes in Internal Controls over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
 We could be affected by government regulation
 We could be affected by government regulation
  17




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##### Table of Contents



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  18




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##### Table of Contents



ITEM 6. EXHIBITS
 a. Exhibits
  Exhibit No.
    
    Description of Exhibits3.1
    
    Restated Articles of Incorporation of Zix Corporation, as
filed with the Texas Secretary of State on November 10, 2005.
Filed as Exhibit 3.1 to Zix Corporations Annual Report on
Form 10-K for the year ended December 31, 2005, and
incorporated herein by reference.3.2
    
    Amended and Restated Bylaws of Zix Corporation, dated February
4, 2009. Filed as Exhibit 3.1 to Zix Corporations Current
Report on Form 8-K, dated February 10, 2009, and incorporated
herein by reference.10.1*
    
    Lease, dated April 9, 2009, between ZixCorp Canada, Inc. and
Zix Corporation and Elk Property Management Limited (relating
to Zix Corporations Ottawa, Canada offices).31.1*
    
    Certification of Richard D. Spurr, President and Chief
Executive Officer of the Company, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Susan K. Conner, Chief Financial Officer of
the Company, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.32.1**
    
    Certification of Richard D. Spurr, President and Chief
Executive Officer of the Company, and Susan K. Conner, Chief
Financial Officer of the Company, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 19




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##### Table of Contents



SIGNATURES
  ZIX CORPORATIONDate: May 8, 2009
    By:
    /s/ Susan K. ConnerSusan K. ConnerChief Financial Officer 20