8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 2, 2012
Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)

 

Delaware	000-21783	77-0142404
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

810 West Maude Avenue
Sunnyvale, CA    94085
(Address of principal executive offices including zip code)

(408) 727-1885
(Registrant's telephone number, including area code)

       Not Applicable       
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New President

Kim Niederman was appointed President of 8x8, Inc. (the "Company") effective January 2, 2012. Mr. Niederman succeeds Bryan Martin as President. Mr. Martin will continue to serve as the Company's Chairman and Chief Executive Officer. Mr. Niederman previously served as our Senior Vice President of Sales since February 2011. From February to November 2010, Mr. Niederman was Senior Vice President of NComputing, Inc. and from January 2007 to January 2009, Mr. Niederman was Chief Executive Officer and President of Anagran, Inc. From January 2003 to January 2007, Mr. Niederman was Senior Vice President of Worldwide Sales for Polycom, Inc. Prior to Polycom, he held executive positions at Cisco Systems, Inc., FORE Systems, Inc., Hallmark Industries, Inc., Longboard, Inc. RadioLAN, Inc. and Wang Laboratories, Inc. He received a B.A. from the University of Denver.

In connection with his appointment as President, Mr. Niederman has been granted an option to purchase 75,000 shares of the Company's common stock under the Company's 2006 Stock Option Plan (the "Plan"). The option will vest over a four-year period, subject to Mr. Niederman's continuing employment with the Company. In the event that Mr. Niederman is subject to an Involuntary Termination within two years following a Change in Control, all of the unvested shares subject to his option shall immediately vest in full. For purposes of the foregoing:

• an "Involuntary Termination" means any of the following events, without Mr. Niederman's consent: (1) a significant reduction of his duties, position or responsibilities; (2) a material reduction by the Company (or its successor) of his base salary or in the kind or level of employee benefits to which he is entitled; (3) his relocation by more than 25 miles; or (4) any purported termination of his employment other for Cause, where "Cause" means (a) any act of personal dishonesty taken by him in connection with his responsibilities to the Company which is intended to result in his personal enrichment, (b) his conviction of a felony, (c) any act by him that constitutes material misconduct and is injurious to the Company or (d) continued violations by him of his obligations to the Company; and
• a "Change of Control" means the occurrence of any of the following: (a) (1) the direct or indirect sale or exchange in a single or series of related transactions by the Company's stockholders of more than 50% of the Company's voting stock, (2) a merger or consolidation in which the Company is a party or (3) the sale, exchange, or transfer of all or substantially all of the Company's assets (each, an "Ownership Change Event") or a series of related Ownership Change Events (collectively, a "Transaction") in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as immediately before the Transaction, direct or indirect beneficial ownership of more than 50% of the total combined voting power of the outstanding voting securities of the Company or, in the case of an asset sale, the entity to which the assets of the Company were transferred; or (b) the liquidation or dissolution of the Company.

Resignation of Director

On January 2, 2012, Donn Wilson resigned as a member of the Company's board of directors and as a member of its Audit Committee, Compensation Committee and Nominations Committee.

Appointment of New Director

Also on January 2, 2012, Mansour Salame was appointed as a member of the Company's board of directors in order to fill the vacancy created by Mr. Wilson's resignation. In connection with his appointment as a director, Mr. Salame has been granted an option to purchase 75,000 shares of the Company's common stock under the Plan. The option will vest over a four-year period, subject to Mr. Salame's continuing service to the Company.

A copy of the press release announcing the appointment of Mr. Niederman as President, the resignation of Mr. Wilson from the board of directors and the appointment of Mr. Salame as a director is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 5.02.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

99.1    Press Release dated January 3, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 5, 2012

8X8, INC.

By:   /s/ Daniel Weirich

       Daniel Weirich

       Chief Financial Officer and Secretary

INDEX TO EXHIBITS

Exhibit	Description
99.1 *	Press release dated January 3, 2012.

*    Also provided in PDF format as a courtesy.

EX-99.1

For Immediate Release

8x8 Announces Changes to Board of Directors and
Promotion of Kim Niederman to President

SUNNYVALE, CA - January 3, 2012 - 8x8, Inc. (NASDAQ: EGHT), provider of innovative cloud communications and computing solutions, today announced it has appointed Mansour Salame to its Board of Directors, effective January 2, 2012. The Company also announced the resignation of Donn Wilson from its Board of Directors, effective the same date. Finally, 8x8 announced that Kim Niederman, 8x8's Senior Vice President of Worldwide Sales, has been promoted to President, overseeing the Company's sales, customer service and network operations teams.

Mr. Salame was the founder of Contactual, Inc, a cloud-based contact center provider that was acquired by 8x8 in September 2011. At the time of the acquisition, Salame served as the Chairman of Contactual's Board of Directors. Up until 2010, he served as Contactual's Chairman and CEO. Prior to establishing Contactual, Salame was the founder and CEO of NextAge Technologies, a forecasting and scheduling software company that was acquired by Alcatel. Prior to NextAge, he established and ran the Southern European Offices and Operations for Genesys Telecommunications Laboratories, Inc. Salame began his career at Andersen Consulting, where he was instrumental in the call center vertical, helping Fortune 1000 companies structure and build innovative call centers. He holds a Master of Science degree in electrical engineering from Stanford University and a Bachelor of Science degree in electrical engineering from Northwestern University.

"Mansour Salame has been a pioneer in the call center industry, bringing his vision of how disruptive the concept of a `virtual call center' could be when he founded Contactual soon after the first wave of VoIP technologies emerged," said Bryan Martin, Chairman and Chief Executive Officer of 8x8, Inc. "Mansour's in-depth understanding of our technology and business model will serve 8x8's shareholders well, and we are extremely fortunate to secure his services as a member of our Board of Directors."

"I am delighted to join Bryan on the Board during this exciting time for 8x8," said Mansour Salame. "As a leading provider in the fast growing cloud business communications and computing markets, 8x8 is in a unique position to capture a significant share of that growth."

8x8 also announced that Donn Wilson, a member of its Board of Directors since 2003, has resigned in order to focus on another business opportunity. The Company has entered into an agreement with Mr. Wilson to repurchase some of his vested stock options.

"8x8 is grateful for the many years of service Donn Wilson has dedicated to the company, beginning with our emergence as a consumer phone services company through our transition to business communications and cloud computing services," commented Martin. "I have always admired Donn's driving passion for new business opportunities and support his overriding enthusiasm for his new opportunity."

Finally, 8x8 announced the promotion of Kim Niederman, the Company's Senior Vice President of Worldwide Sales, to President. As President of 8x8, Kim will oversee the Company's worldwide sales organizations, customer service and network operations teams.

"Kim has done a fantastic job this past year not only invigorating 8x8's internal and external sales operations but also enhancing the Company's capabilities and reputation as a world-class service provider," said Martin. "As 8x8 continues to move up market serving larger enterprise organizations, taking our customer service and operations teams to the next level will be a key priority and I have complete confidence in Kim's ability to execute on these initiatives in 2012 and beyond."

About 8x8, Inc.

8x8, Inc. (NASDAQ: EGHT), a pioneer in the development of cloud-based VoIP, video, mobile, call center and unified communications solutions, leverages its patented software technologies to deliver industry-leading SaaS applications to businesses of any size with employees in any location. We offer integrated business communications and cloud computing services that are designed to meet the highest levels of availability, reliability and scalability. Increasingly, businesses are finding they can reduce costs, improve productivity, and be positioned competitively for the future by choosing 8x8 for their mission critical, cloud-based communications and computing needs.　For additional information, visit www.8x8.com, or connect with 8x8 on Facebook and Twitter.

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Investor Relations Contact:
Joan Citelli
(408) 654-0970
jcitelli@8x8.com