0001095811-01-503483.txt : 20011018 0001095811-01-503483.hdr.sgml : 20011018 ACCESSION NUMBER: 0001095811-01-503483 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010730 EFFECTIVENESS DATE: 20010730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 8X8 INC /DE/ CENTRAL INDEX KEY: 0001023731 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770142404 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-66296 FILM NUMBER: 1693177 BUSINESS ADDRESS: STREET 1: 2445 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4087271885 MAIL ADDRESS: STREET 1: 2445 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: 8X8 INC DATE OF NAME CHANGE: 19961023 FORMER COMPANY: FORMER CONFORMED NAME: NETERGY NETWORKS INC DATE OF NAME CHANGE: 20000912 S-8 1 f74462ors-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on July 30, 2001 Registration No. 333-___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 8X8, INC. (Exact name of registrant as specified in its charter) Delaware 77-0142404 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2445 Mission College Blvd. Santa Clara, California 95054 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------------------------- 1996 STOCK PLAN 1996 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) ---------------------------------- David M. Stoll Chief Financial Officer 8x8, Inc. 2445 Mission College Blvd. Santa Clara, California 95054 (408) 727-1885 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------------- Copy to: John T. Sheridan, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 ================================================================================ 2
CALCULATION OF REGISTRATION FEE ========================================================================================================== Title of Securities Amount Proposed Proposed Amount of to be Registered to be Maximum Maximum Registration Registered Offering Aggregate Fee Price Offering Per Share (1) Price ---------------------------------------------------------------------------------------------------------- Common Stock (par value $0.001 per share) to be issued upon exercise of options granted under the 1996 Stock Plan 1,149,984 $1.21 $1,391,480.64 $287.50 ---------------------------------------------------------------------------------------------------------- Common Stock (par value $0.001 per share) to be issued pursuant to the 1996 Employee Stock Purchase Plan 500,000 $1.21 $605,000.00 $151.25 ---------------------------------------------------------------------------------------------------------- Total $1,996,480.64 $ 438.75 ==========================================================================================================
(1) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee, based on the opening price as reported by The Nasdaq Stock Market on July 25, 2001. 3 8X8, INC. REGISTRATION STATEMENT ON FORM S-8 PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. 8x8, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission (the "Commission") by the Registrant: 1. The Registrant's Annual Report on Form 10-K for the year ended March 31, 2001, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. The description of Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A (File No.000-21783) pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. 3. All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which de-registers all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. The 8x8, Inc. documents incorporated by reference herein contain forward-looking statements that involve risks and uncertainties. 8x8, Inc.'s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, the risks identified in the respective documents incorporated by reference. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit II-1 4 such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Securities Act"). Article 9 of the Registrant's Restated Certificate of Incorporation and Article 6.1 of the Bylaws of the Registrant provide for indemnification of certain agents to the maximum extent permitted by the Delaware General Corporation Law. Persons covered by these indemnification provisions include current and former directors, officers, employees and other agents of the Registrant, as well as persons who serve at the request of the Registrant as directors, officers, employees or agents of another enterprise. In addition, the Registrant has entered into agreements with its officers and directors which require the Registrant to indemnify its officers and directors to the maximum extent permitted under Delaware law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit Number ------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. 10.2* 1996 Stock Plan, as amended, and Form of Stock Option Agreement thereunder 10.3** 1996 Employee Stock Purchase Plan, as amended, and Form of Subscription Agreement thereunder 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants 23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1) 24.1 Power of Attorney (see page II-4)
-------------------------------------------------------------------------------- * Incorporated by reference to exhibit 4.1 filed in response to Item 8, "Exhibits," of the Registrant's Registration Statement on Form S-8 (File No. 333-49410) dated November 7, 2000. **Incorporated by reference to exhibit 10.3 filed in response to Item 8, "Exhibits," of the Registrant's Registration Statement on Form S-8 (File No. 333-50519) dated April 20, 1998. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: II-2 5 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto, duly authorized, in the City of Santa Clara, State of California, on July 30, 2001. 8X8, INC. By: /s/ David M. Stoll ------------------------------- David M. Stoll, Chief Financial Officer and Vice President, Finance POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joe Parkinson and David M. Stoll jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ Joe Parkinson Chairman of the Board and Chief July 30, 2001 -------------------------------------- Executive Officer (Principal Joe Parkinson Executive Officer) /s/ David M. Stoll Chief Financial Officer and Vice July 30, 2001 -------------------------------------- President, Finance (Principal David M. Stoll Financial and Accounting Officer) /s/ Bryan R. Martin President, Chief Operating Officer July 30, 2001 -------------------------------------- and Director Bryan R. Martin /s/ Bernd Girod Director July 30, 2001 -------------------------------------- Bernd Girod /s/ Guy L. Hecker, Jr. Director July 30, 2001 -------------------------------------- Guy L. Hecker, Jr. Director -------------------------------------- Christos Lagomichos /s/ William Tai Director July 30, 2001 -------------------------------------- William Tai
7 INDEX TO EXHIBITS
Exhibit Number Description ------- ----------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. 10.2* 1996 Stock Plan, as amended, and Form of Stock Option Agreement thereunder 10.3** 1996 Employee Stock Purchase Plan, as amended, and Form of Subscription Agreement thereunder 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants 23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1) 24.1 Power of Attorney (see page II-4)
----------------------- * Incorporated by reference to exhibit 4.1 filed in response to Item 8, "Exhibits," of the Registrant's Registration Statement on Form S-8 (File No. 333-49410) dated November 7, 2000. **Incorporated by reference to exhibit 10.3 filed in response to Item 8, "Exhibits," of the Registrant's Registration Statement on Form S-8 (File No. 333-50519) dated April 20, 1998. EX-5.1 3 f74462orex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 July 30, 2001 8x8, Inc. 2445 Mission College Blvd. Santa Clara, CA 95054 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about July 30, 2001 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of (i) 1,149,984 shares of your Common Stock reserved for issuance under the 8x8, Inc. 1996 Stock Plan; (ii) 500,000 shares of your Common Stock reserved for issuance under the 8x8, Inc. 1996 Employee Stock Purchase Plan (collectively, the "Shares") (collectively, the "Plans"). As legal counsel for 8x8, Inc., we have examined the proceedings taken and are familiar with the proceedings taken or proposed to be taken by you in connection with the sale and issuance of the Shares under the Plans. It is our opinion that, when issued and sold in the manner referred to in the Plans and pursuant to the respective agreement which accompanies each grant pursuant to the Plans, the Shares will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments to it. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ WILSON SONSINI GOODRICH & ROSATI EX-23.1 4 f74462orex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 4, 2001 relating to the consolidated financial statements and financial statement schedule, which appears in 8x8, Inc.'s Annual Report on Form 10-K for the year ended March 31, 2001. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP San Jose, California July 27, 2001