<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
8x8, Inc.
(Name of Registrant as Specified In Its Charter)
----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
8X8, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 15, 1998
------------------------
TO THE STOCKHOLDERS OF 8X8, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of 8x8,
Inc., a Delaware corporation (the "Company"), will be held on Monday, June 15,
1998 at 2:00 p.m., local time, at the offices of the Company at 2445 Mission
College Boulevard, Santa Clara, California 95054 for the following purposes:
1. To elect nine directors to serve for the ensuing year or until their
successors are elected and duly qualified.
2. To ratify the appointment of Price Waterhouse LLP as independent
auditors of the Company for the fiscal year ending March 31, 1999.
3. To transact such other business as may properly come before the meeting
and any adjournment or postponement thereof.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice.
Only stockholders of record at the close of business on April 16, 1998 are
entitled to notice of and to vote at the meeting and any adjournment thereof.
All stockholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if such stockholder has returned a proxy.
THE BOARD OF DIRECTORS OF 8X8, INC.
Santa Clara, California
May 7, 1998
YOUR VOTE IS IMPORTANT
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT
IN THE ENCLOSED ENVELOPE.
<PAGE> 3
8X8, INC.
------------------------
PROXY STATEMENT
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the board of directors of 8x8,
Inc. (the "Company") for use at the annual meeting of stockholders to be held
June 15, 1998 at 2:00 p.m., local time, or at any adjournment thereof, for the
purposes set forth herein. The annual meeting of stockholders will be held at
the offices of the Company at 2445 Mission College Boulevard, Santa Clara,
California 95054. The telephone number of the Company's offices is (408)
727-1885.
These proxy solicitation materials and the Company's annual report to
stockholders for the year ended March 31, 1998 (the Company's fiscal 1998),
including financial statements, were, or shall be, mailed on or about May 20,
1998 to all stockholders entitled to vote at the meeting.
RECORD DATE AND VOTING SECURITIES
Stockholders of record at the close of business on April 16, 1998 are
entitled to notice of and to vote at the meeting. At this record date,
15,293,614 shares of the Company's common stock, were issued and outstanding.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the meeting and voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of the Company's
common stock on all matters presented at the annual meeting of stockholders.
Stockholders do not have the right to cumulative voting in the election of
directors.
The Company will bear the cost of soliciting proxies. In addition, the
Company may reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation materials to such
beneficial owners. Solicitation of proxies by mail may be supplemented by
telephone, telegram, facsimile or personal solicitation by directors, officers
or regular employees of the Company. No additional compensation will be paid to
such persons for such services.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the annual meeting
of stockholders is a majority of the votes eligible to be cast by holders of
shares of the Company's common stock issued and outstanding on the record date,
April 16, 1998. Shares that are voted "FOR," "AGAINST," "WITHHELD" or "ABSTAIN"
are treated as being present at the meeting for purposes of establishing a
quorum and are also treated as shares entitled to vote at the annual meeting
with respect to such matter.
Abstentions shall be counted for purposes of determining both (i) the
presence or absence of a quorum for the transaction of business and (ii) the
total number of shares entitled to vote with respect to a proposal (other than
the election of directors). Accordingly, abstentions will have the same effect
as a vote against the proposal.
In instances where brokers are prohibited from exercising discretionary
authority for beneficial holders who have not returned a proxy (so-called
"broker non-votes"), those shares will be counted for purposes of
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<PAGE> 4
determining the presence or absence of a quorum for the transaction of business,
but will not be counted for purposes of determining the number of shares
entitled to vote. Thus, a broker non-vote will not affect the outcome of the
voting on a proposal.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 1999 annual meeting of stockholders must
be received by the Company no later than January 20, 1999 in order that they may
be considered for inclusion in the proxy statement and form of proxy relating to
that meeting.
PROPOSAL ONE:
ELECTION OF DIRECTORS
NOMINEES
The Company has authorized a board of nine directors and nine directors are
to be elected at this annual meeting of stockholders. Each of the directors
elected at the annual meeting will hold office until the annual meeting of
stockholders in 1999 or until his successor has been duly elected and qualified.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the Company's nine nominees named below, all of whom are
currently directors of the Company. In the event that any nominee of the Company
becomes unable or declines to serve as a director at the time of the annual
meeting, the proxy holders will vote the proxies for any substitute nominee who
is designated by the current board of directors to fill the vacancy. It is not
expected that any nominee listed below will be unable or will decline to serve
as a director.
The names of the nominees for director and certain information about each
of them are set forth below.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
---- --- --------------------
<S> <C> <C>
Dr. Paul Voois.................... 31 Chairman of the Board and Chief Executive
Officer, 8x8, Inc.
Keith R. Barraclough.............. 32 President and Chief Operating Officer, 8x8,
Inc.
Dr. Bernd Girod................... 40 Chaired Professor and Director of the
Telecommunications Laboratory, University of
Erlangen-Nuremberg
Akifumi Goto...................... 55 President and Chief Executive Officer, Sanyo
Semiconductor Corporation
Major General Guy L. Hecker, 66 President, Stafford, Burke and Hecker, Inc.
Jr.............................. Retired, United States Air Force
Bryan R. Martin................... 30 Chief Technical Officer and Vice President,
Engineering, 8x8, Inc.
Chris McNiffe..................... 36 Vice President, Sales and Marketing, 8x8,
Inc.
William P. Tai.................... 35 General Partner, Institutional Venture
Partners
Dr. Samuel Wang................... 49 Vice President, Manufacturing, 8x8, Inc.
</TABLE>
Except as indicated below, each nominee or incumbent director has been
engaged in the principal occupation set forth above during the past five years.
There are no family relationships between any directors or executive officers of
the Company.
Dr. Paul Voois has been Chairman and Chief Executive Officer of the Company
since January 1998. From January 1997 to January 1998, Dr. Voois served as
Executive Vice President and a director of the Company and managed its Advanced
Technology group. Dr. Voois joined the Company in September 1994 and served as
Manager, Multimedia Codec Development from April 1996 to January 1997. He
received a B.S.
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<PAGE> 5
from Penn State University in 1988 and a Ph.D. and M.S. from Stanford University
in 1993 and 1989 respectively, all in Electrical Engineering.
Keith R. Barraclough has been President and Chief Operating Officer and a
director of the Company since January 1997. Since April 1996, he has also served
as a director of VidUs, Inc., a subsidiary of the Company, engaged in the design
of integrated camera and video compression solutions. Mr. Barraclough served as
Director of Videophone Development at the Company, from September 1995 to
January 1997, and as Strategic Marketing Manager from January 1995 to September
1995. From April 1993 to January 1995, Mr. Barraclough served as Manager of
Semiconductor Development at Media Vision Technology, Inc., a manufacturer of PC
multimedia products. From 1988 to April 1993, Mr. Barraclough held a position as
engineer at IBM. He received a B.S. in Electrical Engineering from University
College, London, and an M.S. in Electrical Engineering from Imperial College,
London.
Dr. Bernd Girod has served as a director of the Company since November
1996. Dr. Girod has been a Chaired Professor of Electrical
Engineering/Telecommunications and Director of the Telecommunications Laboratory
at the University of Erlangen-Nuremberg in Germany since October 1993. He also
served as the Chairman of the University of Erlangen-Nuremberg's Electrical
Engineering Department from 1995 to 1997. During the 1997/1998 academic year, he
also is serving as a Visiting Professor at Stanford University. In May 1993, he
co-founded Vivo Software, Inc., a developer of video compression software, and
served as Chief Scientist until March 1998. Since March 1998, upon the
acquisition of Vivo Software by Real Networks, Inc., a developer of internet
media streaming software, he has served as Chief Scientist of Real Networks.
From June 1990 to September 1993, Dr. Girod was Professor of Computer Graphics
and Technical Director of the Academy of Media Arts in Cologne, Germany, jointly
appointed with the Computer Science Section of Cologne University. From January
1988 to May 1990, he was employed at the Massachusetts Institute of Technology,
first as a Visiting Scientist and then as an Assistant Professor with the Media
Laboratory. Dr. Girod received a M.S. in Electrical Engineering from the Georgia
Institute of Technology and a Doctoral degree from the University of Hannover,
Germany. He is a Fellow of the Institute of Electrical and Electronics
Engineers.
Akifumi Goto has been a director of the Company since September 1996. He
has served as President and Chief Executive Officer of Sanyo Semiconductor
Corporation ("Sanyo"), a semiconductor manufacturer, since February 1993. From
February 1983 to January 1993, Mr. Goto served as Executive Vice President of
Sanyo. Mr. Goto received a B.S. in Electrical Engineering from Tamagawa
University and an M.B.A. from Santa Clara University.
General Guy Hecker has served as a director of the Company since August
1997. He has served as the President of Stafford, Burke and Hecker, Inc., a
consulting firm based in Alexandria, Virginia, since 1982. Prior to his
retirement from the Air Force in 1982, General Hecker's most recent positions
included Director of the Air Force Office of Legislative Liaison and an
appointment in the Office of the Deputy Chief of Staff, Research, Development
and Acquisition for the Air Force. Earlier, he served as a pilot and commander
in both fighter and bomber aircraft units, including command of a bomber wing
and an air division. During his Air Force career, General Hecker was awarded a
number of military decorations, including the Air Force Distinguished Service
Medal, the Silver Star, the Legion of Merit (awarded twice) and the
Distinguished Flying Cross. General Hecker received a B.A. from The Citadel, an
M.A. in international relations from George Washington University and an
honorary Ph.D. in military science from The Citadel.
Bryan R. Martin has been Chief Technical Officer and Vice President,
Engineering of the Company since August 1995 and a director of the Company since
January 1998. Mr. Martin served as Video Project Manager of the Company from
April 1995 to August 1995, and as an integrated circuit designer for the Company
from April 1990 to April 1995. He received a B.S. and an M.S. in Electrical
Engineering from Stanford University.
Chris McNiffe has been Vice President, Marketing and Sales of the Company
since July 1995 and a director of the Company since January 1998. From June 1992
to July 1995, Mr. McNiffe held various sales and marketing management positions
at the Company. From July 1986 to June 1992, he held a position as sales manager
at NCR Corporation, a computer products and services provider. From 1982 to
1986, he was a design engineer at RCA Corporation. He received a B.S. in
Electrical Engineering from Rutgers University.
3
<PAGE> 6
William Tai has been a director of the Company since April 1994. Since July
1997, Mr. Tai has served as a General Partner of funds managed by Institutional
Venture Partners, a venture capital firm. From September 1991 to June 1997, Mr.
Tai was associated with the Walden Group of Venture Capital Funds, a venture
capital firm, most recently as a General Partner of several funds. From August
1987 to September 1991, Mr. Tai was employed by Alex. Brown & Sons Incorporated,
most recently as Vice President. Mr. Tai is also a director of Network
Peripherals, Inc. and Award Software International, Inc. Mr. Tai received a B.S.
in Electrical Engineering from the University of Illinois and an M.B.A. from
Harvard Business School.
Dr. Samuel Wang has been Vice President, Manufacturing and a director of
the Company since October, 1995. From 1984 to October 1995, Dr. Wang served as
Executive Vice President and a director of ICT Inc., a manufacturer of
programmable logic devices. From 1981 to 1983 he was a Senior Engineering
Manager at National Semiconductor Corporation, and from 1978 to 1980 he was a
staff engineer at Intel Corporation. He received a B.S. in Physics from the
National Tsing Hua University, Taiwan, and an M.S. and Ph.D. in Solid State
Electronics from Princeton University.
BOARD MEETINGS AND COMMITTEES
The board of directors of the Company held a total of twelve meetings
during the fiscal year ended March 31, 1998. Other than William Tai, no
incumbent director attended fewer than 75% of the meetings of the board of
directors or the committees upon which such director served during fiscal 1998.
William Tai attended 67% of the meetings of the board of directors or the
committees upon which he served during fiscal 1998.
The board of directors has an audit committee and a compensation committee.
The board of directors has no nominating committee or any committee performing
similar functions.
The audit committee currently consists of Guy Hecker and William Tai. The
audit committee reviews the Company's financial controls, evaluates the scope of
the annual audit, reviews audit results, consults with management and the
Company's independent auditors prior to the presentation of financial statements
to stockholders and, as appropriate, initiates inquiries into aspects of the
Company's financial affairs. This committee held one meeting during fiscal 1998.
At the time of such meeting, this committee consisted of Richard M. Chang and
Y.W. Sing
The compensation committee currently consists of Bernd Girod, Akifumi Goto
and Paul Voois. The compensation committee makes recommendations to the Board
concerning the compensation for the Company's officers and directors and the
administration of the Company's stock option and employee stock purchase plans.
This committee held one meeting during fiscal 1998. At the time of such meeting,
this committee consisted of Richard M. Chang, Akifumi Goto and Joe Parkinson.
COMPENSATION OF DIRECTORS
Directors receive no cash remuneration for serving on the board of
directors but are reimbursed for reasonable expenses incurred by them in
attending board and committee meetings upon approval of such reimbursement by
the board of directors. Directors are eligible to receive discretionary grants
of stock option under the Company's stock options plans. Bernd Girod received
such a discretionary grant of an option to purchase 25,000 shares of the
Company's common stock at an exercise price of $6.80 per share and subject to a
four year vesting term. In addition, the Company's 1996 Director Option Plan
provides for the grant of non-statutory stock options to non-employee directors
of the Company by means of to an automatic, non-discretionary grant mechanism.
Upon the Company's initial public offering in July 1997, each outside director
was granted an option to purchase 16,000 shares of the Company's common stock.
After the Company's initial public offering, new outside directors are granted
an option to purchase 16,000 shares of the Company's common stock upon election
to the board of directors. This initial option vests 1/4th on each of the
anniversaries of the grant date. Thereafter, each outside director is granted a
further option of 4,000 shares on the date of re-election to the board if on
such date, such director shall have served on the board for at least six months.
These further options vest 1/48th each month after the grant. During fiscal
1998, Bernd Girod received $50,100 in consideration for technical consulting
services that he provided to the Company.
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<PAGE> 7
VOTE REQUIRED AND RECOMMENDATION
The nine nominees receiving the highest number of affirmative votes of the
shares entitled to vote on this matter shall be elected as directors. Votes
withheld from any director will be counted for purposes of determining the
presence or absence of a quorum but are not counted as affirmative votes. A
broker non-vote will be counted for purposes of determining the presence or
absence of a quorum, but, under Delaware law, it will have no other legal effect
upon the election of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" THE NOMINEES SET
FORTH ABOVE.
PROPOSAL TWO:
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The board of directors has selected Price Waterhouse LLP, independent
accountants, to audit the financial statements of the Company for the year
ending March 31, 1999. Price Waterhouse LLP has served as the Company's
independent accountants since 1987. In the event of a negative vote on the
ratification of Price Waterhouse LLP, the Board of Directors will reconsider its
selection. Representatives of Price Waterhouse LLP are expected to be present at
the annual meeting of stockholders and will have the opportunity to make a
statement if they so desire. The representatives also are expected to be
available to respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" THE RATIFICATION
OF THE APPOINTMENT OF PRICE WATERHOUSE LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 1999.
ADDITIONAL INFORMATION
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the executive
officers of the Company not shown in the table of the nominees for director
above (all current directors are set forth on the table of director nominees
above):
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Sandra L.
Abbott.......... 51 Chief Financial Officer and Vice President, Finance
Brett D. Byers.... 34 Vice President, General Counsel and Investor Relations
David Harper...... 51 Vice President, European Operations
Michael Noonen.... 35 Vice President, Business Development
Chris Peters...... 34 Vice President, Sales
</TABLE>
Sandra L. Abbott has been Chief Financial Officer and Vice President of
Finance of the Company since June 1995. From April, 1991 through 1995, she
served as Controller at the Company. From February 1990 to March 1991, Ms.
Abbott served as Controller for InfoChip Systems, Inc, a semiconductor
manufacturer. Prior to 1990, she held Controller positions at MRP, Inc. (a
subsidiary of U.S. West), Free-Flow Packaging, Inc. and Weitek Corporation. She
received a B.A. from University California, Riverside and an M.B.A. from Santa
Clara University.
Brett D. Byers has been Vice President, General Counsel and Investor
Relations of the Company since July 1997. From November 1995 to July 1997, he
was a corporate and securities attorney at Wilson Sonsini Goodrich & Rosati, a
law firm in Palo Alto, California. From October 1994 to October 1995, Mr. Byers
served as a corporate and securities attorney at the New York office of Mayer,
Brown & Platt. Prior to 1991, he was a designer of computers and semiconductors
at Kendall Square Research Corporation, a supercomputer maker, and Raytheon
Company. He received a B.S. in Electrical Engineering from Cornell University
and a J.D. from Yale Law School.
5
<PAGE> 8
David Harper has been Vice President of European Operations of the Company
since March 1991. He joined the Company in 1990. From 1988 to 1990, Mr. Harper
was Chief Executive Officer of Dialog Semiconductor, a mixed signal ASIC
manufacturer. Prior to 1988, Mr. Harper held senior sales management positions
in the USA and Europe with GEC Plessey Semiconductor, LSI Logic Corp., and the
(US) General Electric Company. He received a B.S. in Electrical Engineering from
the University of Manchester Institute of Science and Technology.
Michael Noonen has been Vice President of Business Development of the
Company since May 1996. From April 1996 to the present, he has served as Chief
Executive Officer of VidUs, Inc., a subsidiary of the Company, engaged in the
design of integrated camera and video compression solutions. From July 1992 to
April 1995, Mr. Noonen held various sales management positions at the Company.
From August 1990 to July 1992, he served as an Area Sales Manager for NCR
Corporation, a computer products and services provider. Prior to 1992, he was a
field application engineer for Seattle Silicon Corporation, a software
developer. He received a B.S. in Electrical Engineering from Colorado State
University.
Chris Peters has been Vice President of Sales of the Company since July
1997. Between January 1995 and July 1997 he served at the Company first as East
Coast Sales Manager and then as Director of North American OEM Sales. He worked
for NCR Microelectronics from 1989 to 1993 as the manager of NCR
Microelectronics' East Coast semiconductor design centers and from 1985 to 1989
in various, primarily technical, roles including marketing engineer,
applications engineer and design engineer. He worked for Media Vision
Technology, Inc., a manufacturer of PC multimedia products, from December 1993
through January 1995, where he was an OEM sales manager and Director of OEM
Sales. He received a B.S.E.E. from Colorado State University in 1985.
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<PAGE> 9
EXECUTIVE COMPENSATION
The following table sets forth in summary form information concerning the
Company compensation awarded to, earned by, or paid to, during the fiscal years
ended March 31, 1998, 1997 and 1996, (i) the Company's Chief Executive Officer,
(ii) the Company's other four most highly compensated executive officers whose
salary and bonus for such fiscal year exceeded $100,000 and who served as
executive officers of the Company on March 31, 1998 and (iii) the Company's
former Chief Executive Officer (collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------- ------------
OTHER ANNUAL SECURITIES ALL OTHER
NAME AND FISCAL COMPENSATION UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) OPTIONS(#) ($)(2)
------------------ ------ --------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Paul Voois...................... 1998 169,385 183,505 -- 30,000 641
Chairman and Chief Executive 1997 121,191 190,034 -- 250,000(3) 519
Officer 1996 88,181 1,470 -- 20,000 429
Keith R. Barraclough............ 1998 169,385 186,755 -- 30,000 641
President and Chief 1997 123,962 120,650 -- 250,000(3) 526
Operating Officer 1996 103,707 10,470 -- 20,000 473
Chris Peters.................... 1998 138,877 411,199 -- 103,000 586
Vice President, Sales 1997 92,942 89,971 27,437(4) 22,000 459
1996 86,603 47,113 -- -- 435
Bryan R. Martin................. 1998 168,231 104,505 -- 30,000 638
Chief Technical Officer and 1997 130,192 151,675 -- 160,400(3) 523
Vice President, Engineering 1996 108,199 4,700 -- 100,000 466
David Harper.................... 1998 144,121 90,957 -- -- 16,299
Vice President, European 1997 92,032 93,868 -- 162,400(3) 64,223
Operations 1996 97,491 47,115 22,992(5) -- 49,389
Joe Parkinson................... 1998 154,039 56,416 -- 30,000 1,888
former Chairman and Chief 1997 150,000 9,322 -- 1,000,000(3) 1,866
Executive Officer 1996 115,384 4,580 -- 600,000(6) 1,445
</TABLE>
- ---------------
(1) Excludes perquisites and other personal benefits for each Named Executive
Officer that did not exceed the lesser of $50,000 or 10% of the total annual
salary and bonus for such officer. Excludes value of the discount that the
Named Executive Officers received on the Company's common stock purchased
through the Company's Employee Stock Purchase Plan, as such discount is
available generally to all salaried employees of the Company.
(2) For all Named Executive Officers other than Mr. Harper, includes Company
contributions to 401(k) plan and value of term life insurance providing
coverage in excess of $50,000. For Mr. Harper, represents contributions by
the Company to a plan that provides for payments to him during his
retirement.
(3) Includes grants of options for the following number of shares issued
pursuant to a repricing of options on June 24, 1996 accomplished through the
cancellation of then existing options and the issuance of new options: Dr.
Voois, 31,000 shares; Mr. Barraclough, 35,000 shares; Mr. Martin, 103,000
shares; Mr. Harper, 40,000 shares; and Mr. Parkinson, 500,000 shares.
(4) Moving allowance.
(5) Car allowance.
(6) Options representing 100,000 of the securities were canceled in June 1996.
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<PAGE> 10
OPTION GRANTS AND HOLDINGS
The following table provides information with respect to stock option
grants to each of the Named Executive Officers during the fiscal year ended
March 31, 1998:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO EXERCISE PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES IN OR OPTION TERM(1)
OPTIONS FISCAL BASE PRICE EXPIRATION ----------------------
NAME GRANTED(#) YEAR(3) ($/SHARE) DATE 5%($) 10%($)
---- ---------- -------------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Paul Voois................... 30,000(2) 2.51% $ 6.80 06/23/07 $128,295 $325,123
Keith R. Barraclough......... 30,000(2) 2.51% $ 6.80 06/23/07 $128,295 $325,123
Chris Peters................. 70,000(2) 5.87% $ 6.80 06/23/07 $299,354 $758,621
33,000(2) 2.77% $11.25 07/28/07 $200,150 $538,609
Bryan R. Martin.............. 30,000(2) 2.51% $ 6.80 06/23/07 $128,295 $325,123
David Harper................. -- -- -- -- -- --
Joe Parkinson................ 30,000(2) 2.51% $ 6.80 06/23/07 $128,295 $325,123
</TABLE>
- ---------------
(1) Potential gains are net of the exercise price but before taxes associated
with the exercise. The 5% and 10% assumed annual rates of compounded stock
appreciation are mandated by the rules of the Securities and Exchange
Commission and do not represent the Company's estimate or projection of the
future Company common stock price. Actual gains, if any, on stock option
exercises are dependent on the future financial performance of the Company,
overall market conditions and the option holders' continued employment
through the vesting period.
(2) The options vest at a rate of 1/48th of the shares at the end of each month,
subject to continued service as an employee, consultant or director. The
term of each option is ten years. The exercise price of each option granted
equals the fair market value of the common stock of the Company on the date
of grant.
(3) The Company granted options representing 1,193,300 shares to employees
fiscal 1998.
The following table provides information with respect to option exercises
during the year ended March 31, 1998 and the value of stock options held as of
March 31, 1998 by each of the Named Executive Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR END(#) AT FISCAL YEAR END($)(2)
ACQUIRED BY VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul Voois........... 26,000 $182,010 85,077 168,923 $ 92,703 $185,797
Keith Barraclough.... 9,000 $ 72,402 103,078 167,922 $209,709 $179,291
Christopher Peters... 13,561 $117,951 19,998 91,441 $ 11,562 $ 57,291
Bryan R. Martin...... 0 $ 0 5,624 24,376 $ 1,125 $ 4,875
David Harper......... 0 $ 0 0 0 $ 0 $ 0
Joe Parkinson........ 0 $ 0 4,375 25,625(3) $ 875 $ 5,125(3)
</TABLE>
- ---------------
(1) The value realized by stock option exercise was calculated by determining
the difference between the exercise price and the fair market value on the
date of exercise.
(2) The value of unexercised options is based upon the difference between the
exercise price and the closing price on the NASDAQ National Market on March
31, 1998 of $7.00.
(3) Mr. Parkinson has waived any further vesting of these options.
8
<PAGE> 11
COMPENSATION PLANS
Stock Option Plans
The Company's stock option plans provide for the grant of incentive stock
options to employees and nonstatutory stock options to employees and
consultants. These plans are administered by the Company's board of directors or
a committee of the board, which selects the options, determines the numbers of
shares subject to each grant and determines the exercise price of each option.
As of April 1, 1998 (after giving effect to the increase of shares issuable at
the start of fiscal 1999 described below), the Company's stock option plans
authorized the issuance of up to 6,614,605 shares of Company common stock. Of
that amount and as of that date, 2,869,152 shares had been issued under the
plans, options for 2,859,864 shares were outstanding, and 885,589 shares
remained available for future grants. The number of shares issuable under one of
the Company's stock option plans increases annually at the start of each fiscal
year through fiscal 2006 in an amount equal to 5% of the Company's common stock
issued and outstanding. This provision resulted in an increase of 764,680 of
shares issuable under the Company's stock option plans at the start of fiscal
1999.
In the event of a merger of the Company with or into another corporation,
the Company's stock option plans requires that each outstanding option be
assumed or an equivalent option substituted by such successor corporation or a
parent or subsidiary of such successor corporation. If the successor corporation
refuses to assume or substitute for the options, the optionee will have the
right to exercise the option as to all or a portion of the stock subject
thereto, including shares which would not otherwise be exercisable.
Employee Stock Purchase Plan
As of April 1, 1998 (after giving effect to the increase of shares issuable
at the start of fiscal 1999 described below), an aggregate of 570,560 shares of
Company common stock are reserved for issuance under the Company's Employee
Stock Purchase Plan. Of that amount and as of that date, 70,560 shares have been
issued and 500,000 shares remain available for issuance. At the start of each
fiscal year, the number of shares of common stock subject to this plan increases
so that 500,000 shares then shall be available for issuance. This plan permits
employees to purchase common stock through payroll deductions, which may not
exceed 10% of an employee's base compensation, including commissions but
exclusive of bonuses and overtime. Shares are purchases at a price equal to 85%
of the fair market value of Company common stock at the beginning of each two
year offering period or the end of a six month purchase period, whichever is
lower. In the event of a merger of the Company with or into another corporation,
or the sale of all or substantially all of the assets of the Company, this plan
provides for the termination of the pending six month purchase period prior to
such event.
Profit Sharing Plan
The Company's profit sharing plan provides for additional compensation to
all employees of the Company equal to up to 15% of the Company's quarterly net
income. Additionally, the plan provides for payment of certain discretionary
bonuses based on criteria established by Company's board of directors and
management.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company currently has no employment contract in effect with any of its
officers. In the event of an individual or corporate entity and any related
parties cumulatively acquiring at least 35% of the Company's fully diluted
stock, all stock options or stock subject to repurchase by the Company held by
officers under any stock option plan shall vest immediately without regard to
the term of the option. In addition, in such an event, each officer shall be
entitled to one (1) year severance pay and continuing medical benefits for life
after leaving the Company, provided that such medical benefits shall cease
should such officer accept employment with a competing company.
9
<PAGE> 12
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The compensation committee of the board of directors currently consists of
Bernd Girod, Akifumi Goto and Paul Voois and consisted of Richard M. Chang,
Akifumi Goto and Joe Parkinson at the time of the one compensation committee
meeting in fiscal 1998. Of these individuals, Paul Voois and Joe Parkinson
served as officers of the Company during fiscal 1997 and before. No other of
these individuals were at any time since the formation of the Company an officer
or employee of the Company. No executive officer of the Company serves as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of the Company's board of
directors or compensation committee. The Company's employee directors, which
included Keith R. Barraclough, Bryan R. Martin, Chris McNiffe, Joe Parkinson,
Paul Voois and Samuel Wang during fiscal 1998, all participated in deliberations
of the Company's board of directors concerning executive officer compensation.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In July 1996, certain officers of the Company entered into partial recourse
promissory notes in connection with the purchase of the Company's common stock
(at a price of $0.50 per share) through the exercise of stock options. The
following summarizes the amount outstanding as of March 31, 1998 under such
promissory notes entered into by these current Company officers: Sandra L.
Abbott, $68,054; David Harper, $68,054; Bryan R. Martin, $89,182; Chris McNiffe,
$98,078; Michael Noonen, $69,722; and Samuel Wang, $40,336. These amounts also
represent the greatest note amounts outstanding during fiscal 1998, except in
the case of Samuel Wang, whose amount outstanding equaled as much as $85,807
during fiscal 1998. Each of these promissory notes have an interest rate of 6.4%
per year, and are secured by the shares of the Company's common stock held by
such respective officers. Principal and interest on these promissory notes are
due and payable in June 2001 or 30 days after termination of employment, if
earlier.
During fiscal 1998, the Company's product revenues included $106,000 in
sales to Sanyo Semiconductor Corporation. Additionally, the Company purchased
$3.8 million and $408,000 of components from Sanyo Semiconductor Corporation and
an affiliate during fiscal 1998 and 1997, respectively. Akifumi Goto, a director
of the Company, is the President and Chief Executive Officer of Sanyo
Semiconductor Corporation, which is a stockholder of the Company.
The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could have been otherwise
obtained from unaffiliated third parties. All future transactions, including
loans (if any), between the Company and its officers, directors and principal
stockholders and their affiliates will be approved by a majority of the board of
directors, including a majority of the independent and disinterested outside
directors of the board of directors, and will be on terms no less favorable to
the Company than could have been obtained from unaffiliated third parties.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The following is the report of the compensation committee of the Company's
board of directors describing compensation policies and rationales applicable to
the Company's executive officers with respect to compensation paid to such
executive officers for fiscal 1998. The compensation committee makes
recommendations to the board concerning the compensation for the Company's
executive officers. The board of directors is responsible for reviewing and
approving the Company's compensation policies and the compensation paid to
executive officers, based on part upon recommendations of the compensation
committee.
Compensation Philosophy
The general philosophy of the Company's compensation program is to offer
executive officers competitive compensation based both on the Company's
performance and on the individual's contribution and performance. The Company's
compensation policies are intended to motivate, reward and retain highly
qualified executives for long-term strategic management and the enhancement of
stockholder value, to support a performance-oriented environment that rewards
achievement of specific internal Company goals and to attract
10
<PAGE> 13
and retain executives whose abilities are critical to the long-term success and
competitiveness of the Company.
There are three main components in the Company's executive compensation
program: base salary, incentive bonus and stock incentives.
Base Salary
The salaries of the executive officers, including the Chief Executive
Officer, are determined annually by the compensation committee and the board of
directors with reference to surveys of salaries paid to executives with similar
responsibilities at comparable companies, generally in the high technology
industry and often within the Company's geographic area. The peer group for each
executive officer is composed of executives whose responsibilities are similar
in scope and content. The Company seeks to set executive compensation levels
that are competitive with the average levels of peer group compensation.
Incentive Bonus
Annual incentive bonuses for executive officers are intended to reflect the
Committee's belief that a significant portion of the annual compensation of each
executive officer should be contingent upon the performance of the Company, as
well as the individual contribution of each officer. The Company's profit
sharing plan provides for additional compensation to all employees of the
Company equal to up to 15% of the Company's quarterly net income. Of this
amount, one third is shared by all employees, one third is shared among
employees within certain business units, and one third is shared by officers.
Additionally, the plan provides for payment of certain discretionary bonuses
based on criteria established by the Company's board of directors and
management. During fiscal 1998, these discretionary bonuses primarily related to
achievement of engineering goals, product introduction goals and sales goals. In
addition, certain sales commissions are also paid to employees, including
officers.
The compensation paid to executive officers in fiscal 1998 relates to
financial as well as non-financial achievements. Financial achievements for the
Company in fiscal 1998 include record revenues of $49.8 million and a net profit
of $3.7 million. Non-financial achievements include those relating to the
introduction and sale of the Company's ViaTV videophone products, the
consummation of various licensing transactions and the completion of the
Company's initial public offering. During fiscal 1998, the Company introduced a
number of its ViaTV videophone products, including the VC105, the VC50 and the
VC55. It also built direct sales, retail, OEM and distribution sales channels
for the ViaTV products. Licensing deals consummated in fiscal 1998 include the
licensing of ViaTV technology to U.S. Robotics (now 3Com). The contributions of
Chris Peters, Vice President, Sales, to this license transaction resulted in a
substantial bonus to him.
Stock Incentives
The Company utilizes stock options as long term incentives to reward and
retain executive officers. The compensation committee believes that this
practice links management interests with stockholder interests and motivates
executive officers to make long-term decisions that are in the best interests of
the Company. The committee also believes that executive officers and other key
employees should own a significant percentage of the Company's stock. Generally,
stock options vest over four years after the grant date and optionees must be
employed by the Company at the time of vesting in order to exercise the options.
The vesting of certain options accelerates in relation to the achievement of
specified business goals to which the optionee is expected to significantly
contribute.
The committee believes that stock option grants provide an incentive that
focuses the executives' attention on the Company from the perspective of an
owner with an equity stake in the business. Because options are typically
granted with an exercise price equal to the fair market value of the Company's
common stock on the date of grant, the Company's stock options are tied to the
future performance of the Company's common stock and will provide value to the
recipient only when the price of the Company's stock increases above the
exercise price, that is, only to the extent that stockholders as a whole have
benefited.
11
<PAGE> 14
Compensation of the Chief Executive Officer
Joe Parkinson served as the Company's Chief Executive Officer from June
1995 to January 1998. His annual base salary was increased from $150,000 to
$200,000 effective October 20, 1997. Mr. Parkinson received a bonus of $56,416
during fiscal 1998, which consisted of profit sharing and a bonus for financial
performance. On April 21, 1997, the Company's board of directors amended the
vesting of an option for 250,000 shares held Mr. Parkinson to provide him with
an incentive to cause the Company's initial public offering to occur before the
end of 1997. This amendment provided for accelerated vesting in full upon an
initial public offering of the Company's common stock occurring prior to
December 31, 1997 for which either the initial public offering price or the
highest bid price on the secondary market for the month thereafter is greater
than $6.00 per share. As a result of the Company's initial public offering at a
price of $6.50 per share in July 1997, this option vested in full. In June 1997,
the Company granted Mr. Parkinson an option to purchase 30,000 shares of Common
Stock at an exercise price of $6.80 per share, which represented the fair market
value of the Company's common stock on the date of grant.
Paul Voois has been the Company's Chief Executive Officer since January
1998. His annual base salary was increased from $150,000 to $190,000 effective
October 20, 1997. Dr. Voois received a bonus of $183,505 during fiscal 1998.
This bonus included an amount of $125,000 relating to Dr. Voois' contributions
to the Company's development of its initial videophone product, the VC100. The
remainder of Dr. Voois' bonus primarily consisted of profit sharing and a bonus
for financial performance. In June 1997, Dr. Voois was granted an option to
purchase 30,000 shares of the Company's common stock at a price of $6.80 per
share, which represented the fair market value of the Company's common stock on
the date of grant. In addition, in October 1997, the Company's board of
directors amended the vesting terms of an option for 25,000 shares of the
Company's common stock previously granted to Dr. Voois to provide for full
vesting within fiscal 1998. This acceleration of vesting was pursuant to a
pre-existing provision of the option relating to the achievement of certain
goals involving the development of the VC100.
COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS
Bernd Girod
Akifumi Goto
Paul Voois
12
<PAGE> 15
STOCK PERFORMANCE GRAPH
The following line graph compares the cumulative total stockholder return
for the Company's common stock with the CRSP Total Return Index for The Nasdaq
Stock Market (US) and the CRSP Total Return Index for Nasdaq Electronic
Components Stocks for the period commencing July 2, 1997 and ending March 31,
1998. The graph assumes that $100 was invested on the date of the Company's
initial public offering, July 2, 1997, and that all dividends are reinvested.
Historic stock price performance should not be considered indicative of future
stock price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG 8X8, INC. COMMON STOCK,
THE CRSP TOTAL RETURN INDEX FOR THE NASDAQ STOCK MARKET (US)
AND THE CRSP TOTAL RETURN INDEX FOR
NASDAQ ELECTRONIC COMPONENTS STOCKS
<TABLE>
<CAPTION>
Index for the Index for Nasdaq
8x8, Inc. Common Nasdaq Stock Electronic
Date Stock Market (US) Components Stocks
<S> <C> <C> <C>
7/2/97 100.00 100.00 100.00
3/31/98 107.69 128.13 109.09
</TABLE>
13
<PAGE> 16
SECURITY OWNERSHIP
The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock as of March 31, 1998 by (i)
each person (or group of affiliated persons) who is known by the Company to own
beneficially 5% or more of the Company's common stock, (ii) each of the
Company's directors (iii) each of the Named Executive Officers and (iv) all
directors and officers as a group. Except as indicated in the footnotes to the
table, the persons named in the table have sole voting and investment power with
respect to all shares of Company common stock shown as beneficially owned by
them, subject to community property laws where applicable, and the address of
each listed stockholder is c/o 8x8, Inc., 2445 Mission College Boulevard, Santa
Clara, CA 95054.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OWNED TOTAL SHARES(1)
---------------- ------------------ ---------------
<S> <C> <C>
Joe Parkinson(2)............................................ 1,019,375 6.7%
Samuel Fang(3).............................................. 999,491 6.5%
c/o General Electronics (H.K.) Ltd., 5th Floor
General Electronics Building, FSSTL 96
Sheung Shui, N.T. Hong Kong
J.P. Morgan & Co. Incorporated(4)........................... 740,600 4.8%
60 Wall Street
New York, NY 10260
Akifumi Goto(5)............................................. 363,640 2.4%
David Harper(7)............................................. 215,400 1.4%
Chris McNiffe(6)(7)......................................... 185,219 1.2%
Bryan Martin(6)(7).......................................... 181,666 1.2%
Samuel Wang(6)(7)........................................... 166,233 1.1%
Paul Voois(6)............................................... 126,549 *
Keith Barraclough(6)........................................ 113,704 *
Guy L. Hecker, Jr........................................... 125,000 *
William Tai(6).............................................. 43,749 *
Chris Peters(6)............................................. 40,402 *
Bernd Girod(6).............................................. 9,374 *
All directors and officers as a group (14 persons)(6)(7).... 1,877,895 12.1%
</TABLE>
- ---------------
* Less than 1%
(1) Percentage of ownership is based on 15,293,614 shares of Company common
stock outstanding as of March 31, 1998, plus any shares issuable pursuant to
options held, as of March 31, 1998, by the person in question which may be
exercised within 60 days of March 31, 1998.
(2) Includes (i) 220,496 shares that the Company has the right to repurchase of
these shares at a price of $0.50 upon the termination of Mr. Parkinson as an
employee of, or consultant with, the Company and (ii) 4,375 shares issuable
pursuant to stock options which may be exercised within 60 days of March 31,
1998.
(3) Based on a Schedule 13G filed with the Securities and Exchange Commission on
February 12, 1998 and reflecting ownership of Company common stock as of
December 31, 1997. The following information is taken from that filing. Of
the reported number of shares, 338,191 shares are held by Samuel Fang,
521,300 shares are held by Deby Investments, Ltd. and 140,000 shares are
held by Luzon Investments, Inc. Mr. Fang is the Managing Director for both
Deby Investments, Ltd. and Luzon Investments, Inc. Mr. Fang beneficially
owns all such shares, but holds sole voting and dispositive power over
338,191 of the shares. Mr. Fang holds shared voting and dispositive power
with respect to the remaining 661,300 shares.
(4) Based on a Schedule 13G filed with the Securities and Exchange Commission on
February 13, 1998 and reflecting ownership of Company common stock as of
December 31, 1997. Such filing indicated J.P. Morgan & Co. Incorporated's
ownership as 5.0% relative to the number of shares outstanding as of
14
<PAGE> 17
that date. The following information is taken from that filing. Certain of
the reported shares are direct and indirect holdings of subsidiaries of J.P.
Morgan & Co. Incorporated, including Morgan Guaranty Trust Company of New
York, J.P. Morgan Investment Management, Inc. and J.P. Morgan Florida
Federal Savings Bank. J.P. Morgan & Co. Incorporated beneficially owns all
such shares and holds sole power to dispose of all such shares. J.P. Morgan
& Co. Incorporated holds sole power to vote 614,700 of these shares, and
does not hold shared power to vote the remainder of the shares.
(5) Includes 363,640 shares beneficially held by Sanyo Semiconductor
Corporation. Mr. Goto is the President and Chief Executive Officer of Sanyo
Semiconductor Corporation.
(6) Includes the following number of shares subject to options that were
exercisable at or within 60 days after March 31, 1998: Mr. McNiffe, 6,874;
Mr. Martin, 6,874; Dr. Wang, 6,874; Mr. Peters, 25,207, Mr. Tai, 18,749; Mr.
Barraclough, 113,704; Dr. Voois, 95,702; Dr. Girod, 9,374; and all directors
and officers as a group, 293,669.
(7) Includes the following number of shares that were, as of March 31, 1998,
subject to a right of repurchase in favor of the Company that expires
ratably through June 24, 2000 as long as the person in question remains an
employee of or consultant to the Company: Mr. Harper, 40,622; Mr. McNiffe,
65,623; Mr. Martin, 67,706; Dr. Wang, 71,872; and all directors and officers
as a group, 359,151.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors and persons who own more than ten
percent of a registered class of the Company's equity securities to file an
initial report of ownership on Form 3 and changes in ownership on Form 4 or 5
with the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc. Executive officers, directors and greater than ten
percent stockholders are also required by Securities and Exchange Commission
rules to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that, with respect to fiscal 1998, all filing requirements applicable to its
officers, directors and ten-percent stockholders were complied with.
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting. If
any other matters properly come before the meeting or any adjournment or
postponement thereof, it is the intention of the persons named in the enclosed
form of proxy to vote the shares they represent as the board of directors may
recommend.
THE BOARD OF DIRECTORS
Santa Clara, California
May 7, 1998
15
<PAGE> 18
8X8, INC.
PROXY for Annual Meeting of Stockholders
To Be Held June 15, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of 8x8, Inc., a Delaware corporation (the
"Company"), hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, and hereby appoints Paul Voois and Sandra L.
Abbott, and each of them, proxies and attorneys-in-fact, with full power to each
of substitution, on behalf of the undersigned, to represent the undersigned at
the annual meeting of stockholders of 8x8, Inc. to be held at the offices of the
Company at 2445 Mission College Boulevard, Santa Clara, California 95054 on
Monday, June 15, 1998 at 2:00 p.m., local time, and at any adjournment or
adjournments thereof, and to vote all shares of Company common stock that the
undersigned would be entitled to vote if then and there personally present, on
all matters set forth on the reverse side hereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE SPECIFICATIONS MADE HEREIN. IF NO SPECIFICATION IS INDICATED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE PERSONS AND THE
PROPOSALS ON THE REVERSE SIDE HEREOF AND FOR SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING AS THE PROXYHOLDERS DEEM ADVISABLE.
Please mark your vote as indicated in this example. [X ]
1. ELECTION OF DIRECTORS
Nominees:
<TABLE>
<S> <C> <C>
01 - KEITH R. BARRACLOUGH 02 - BERND GIROD 03 - AKIFUMI GOTO
04 - GUY L. HECKER, JR. 05 - BRYAN R. MARTIN 06 - CHRIS MCNIFFE
07 - WILLIAM P. TAI 08 - PAUL VOOIS 09 - SAMUEL WANG
</TABLE>
FOR WITHHOLD WITHHOLD AUTHORITY TO VOTE FOR
ALL NOMINEES ALL NOMINEES INDIVIDUAL NOMINEES LISTED BY NUMBER
BELOW:
[ ] [ ] [ ]__________________________________
THE BOARD RECOMMENDS A VOTE FOR ELECTION OF ALL NOMINEES
2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 1998.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To vote or otherwise represent the shares on any and all other business which
may properly come before the meeting or any adjournment or adjournments thereof,
according to their discretion and in their discretion.
PLACE "X" HERE IF YOU PLAN TO VOTE YOUR SHARES AT THE MEETING [ ] MARK HERE FOR
ADDRESS CHANGE AND NOTE NEW ADDRESS IN SPACE TO THE LEFT [ ]
Please mark, sign, date and return the proxy card promptly using the enclosed
envelope.
NOTE: Please sign exactly as name appears on your stock certificate. If the
stock is registered in the names of two or more persons, each should sign.
Executors, administrators, trustees, guardians, attorneys and corporate officers
should insert their titles.
SIGNATURE:___________________________________ DATE:___________
SIGNATURE:___________________________________ DATE:___________
