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As filed with the Securities and Exchange Commission on July 8, 1997
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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8X8, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0142404
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2445 Mission College Blvd.
Santa Clara, California 95054
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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1992 STOCK OPTION PLAN
1996 STOCK PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
1996 DIRECTOR OPTION PLAN
(Full title of the plans)
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Sandra L. Abbott
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)
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Copy to:
Brett Byers, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered Per Share Price Fee
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<S> <C> <C> <C>
Common Stock (par value $0.001 per share)
to be issued upon exercise of options granted
under the 1992 Stock Option Plan 2,000,000 $6.50(1) $13,000,000 $3,939.39
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Common Stock (par value $0.001 per share)
to be issued upon exercise of options granted
under the 1996 Stock Plan 1,500,000 $6.50(1) $ 9,750,000 $2,954.55
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Common Stock (par value $0.001 per share)
to be issued pursuant to the 1996 Employee
Stock Purchase Plan 500.00 $5.53(2) $ 2,765,000 $ 837.88
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Common Stock (par value $0.001 per share)
to be issued upon exercise of options granted
under the 1996 Director Option Plan 150,000 $6.50(1) $ 975,000 $ 295.45
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Total $26,490,000 $8,027.27
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</TABLE>
(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 2, 1997.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on 85% of the opening price as
reported by The Nasdaq Stock Market on July 2, 1997.
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8X8, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:
1. The Company's Registration Statement on Form S-1 (File No.
333-15627), as amended (the "REGISTRATION STATEMENT"), filed
pursuant to the Securities Act of 1933, as amended (the
"SECURITIES ACT"), relating to the Company's initial public
offering of its Common Stock.
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.
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.
The validity of the issuance of shares of Common Stock offered hereby
will be passed upon for the Registrant by Wilson Sonsini Goodrich & Rosati,
Professional Corporation ("WSGR"), Palo Alto, California. Certain members of
WSGR, or investment partnerships of which such persons are partners,
beneficially own an aggregate of 4,550 shares of the Registrant's Common Stock.
II-1
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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 such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article 9 of the Company's Restated
Certificate of Incorporation and Article 6.1 of the Bylaws of the Company
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 Company, as well as persons who serve at the request of the
Company as directors, officers, employees or agents of another enterprise. In
addition, the Company has entered into agreements with its officers and
directors which require the Company 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.
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
10.1* 1992 Stock Option Plan and form of Stock Option Agreement thereunder
10.2* 1996 Stock Plan and form of Stock Option Agreement thereunder
10.3* 1996 Employee Stock Purchase Plan and form of Subscription Agreement
thereunder
10.4* 1996 Director Option Plan and form of Stock Option Agreement thereunder
23.1 Consent of Price Waterhouse LLP, independent accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-15627), which was declared effective by the
Commission on July 1, 1997.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 8, 1997.
8X8, INC.
By: /s/ Sandra L. Abbott
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Sandra L. Abbott, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
*/s/ Joe Parkinson Chairman of the Board and Chief July 8, 1997
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Joe Parkinson Executive Officer (Principal Executive
Officer)
/s/ Sandra L. Abbott Chief Financial Officer and Vice July 8, 1997
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Sandra L. Abbott President, Finance (Principal
Financial and Accounting Officer)
*/s/ Y.W. Sing Vice Chairman of the Board July 8, 1997
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Y.W. Sing
*/s/ Keith Barraclough President, Chief Operating Officer and July 8, 1997
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Keith Barraclough Director
*/s/ Paul Voois Executive Vice President and Director July 8, 1997
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Paul Voois
*/s/ Dick Chang Director July 8, 1997
Dick Chang
*/s/ Bernd Girod Director July 8, 1997
Bernd Girod
*/s/ Akifumi Goto Director July 8, 1997
Akifumi Goto
*/s/ William Tai Director July 8, 1997
William Tai
*/s/ Samuel Wang Director and Vice President, Process July 8, 1997
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Samuel Wang Technology
*By: /s/ Sandra L. Abbott July 8, 1997
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Sandra L. Abbott,
Attorney-In-Fact
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
10.1* 1992 Stock Option Plan and Form of Stock Option Agreement thereunder
10.2* 1996 Stock Plan and Form of Stock Option Agreement thereunder
10.3* 1996 Employee Stock Purchase Plan and Form of Subscription Agreement thereunder
10.4* 1996 Director Option Plan
23.1 Consent of Price Waterhouse LLP, Independent Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-15627), which was declared effective by the
Commission on July 1, 1997.
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EXHIBIT 5.1
July 8, 1997
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 8, 1997
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of (i) 1,765,364 shares of your Common Stock
reserved for issuance under the 8x8 1992 Stock Option Plan; (ii) 999,753 shares
of your Common Stock reserved for issuance under the 8x8 1996 Stock Plan; (iii)
150,000 shares of Common Stock reserved for issuance under the 8x8 1996 Director
Option Plan; and (iv) 500,000 shares of your Common Stock reserved for issuance
under the 8x8 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 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 under 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
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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 1, 1997, except for note 4, which
is as of May 15, 1997, which appears on page F-2 of the Registration Statement
on Form S-1 dated July 2, 1997 of 8x8, Inc., which is incorporated in this
Registration Statement on Form S-8. We also consent to the application of such
report to the Financial Statement Schedule for the three years ended March 31,
1997, listed under Item 16(b) of the Registration Statement on Form S-1, when
such schedule is read in conjunction with the financial statements referred to
in our report. The audits referred to in such report also included this
schedule.
Price Waterhouse LLP
San Jose, California
July 8, 1997
