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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
December 17, 1999
Date of Report (Date of earliest event reported)
8x8, INC.
(Exact name of registrant as specified in its charter)
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Delaware 333-15627 77-0142404
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(State or other jurisdiction (Commission File Number (I.R.S. Employer
of incorporation) Identification No.)
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2445 Mission College Blvd.
Santa Clara, California 95054
(Address of principal executive offices)
(408) 727-1885
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On December 17, 1999, 8x8, Inc., a Delaware corporation (the "Company")
announced that it had completed a $7.5 million private placement of
subordinated Series A and B convertible debentures with funds managed by an
institutional investor. A copy of the Company's press release is attached
hereto as Exhibit 99.1.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Exhibits.
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Exhibit Number Description
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99.1 Press release, dated December 17, 1999.
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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.
8x8, INC.
Dated: December 17, 1999 By: /s/ DAVID STOLL
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David Stoll
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
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99.1 Press release, dated December 17, 1999.
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Exhibit 99.1
Company Press Release
8x8, Inc. Issues $7.5 Million Subordinated
Convertible Debentures
SANTA CLARA, Calif. - (BUSINESS WIRE) - December 17, 1999 - 8x8, Inc. (Nasdaq:
EGHT - news), a leading supplier of multimedia communications technology and
systems, announced today it has completed a $7.5 million private placement of
subordinated Series A and B convertible debentures with funds managed by an
institutional investor.
Robertson Stephens served as placement agent to the Company for this
transaction.
"This financing significantly strengthens 8x8's cash position," said Dr. Paul
Voois, chairman and CEO of 8x8. "We intend to invest the proceeds principally
in the development and marketing of 8x8's IP Telephony product line, in
particular our Hosted iPBX solution for service providers. This solution allows
competitive local exchange carriers and Internet service providers to provide
outsourced business telephony services to their small and medium-sized business
customers."
The debentures have a term of three years and carry an interest rate of 4
percent per annum, which may be paid in cash or common stock. The Series A
debenture is convertible into 8x8's common stock at a conversion price equal to
117.5 percent of the average closing bid price of 8x8's common stock for the
five trading days starting February 1, 2000, but in no case will the conversion
price be higher than $7.05 or lower than $4.00. The conversion price of the
Series B debenture will be 117.5 percent of the average closing bid price of
8x8's common stock for the five trading days starting March 8, 2000. The
Company has the option to redeem the Series B debenture at par in the event
that the Series B conversion price is lower than the Series A conversion price
divided by 1.175.
For each of the Series A and Series B debentures, the investor shall receive a
three-year warrant to purchase common shares of 8x8 equal in number to the
amount of the corresponding debenture divided by the conversion price of the
debenture. The exercise price of each warrant will equal the conversion price
of the corresponding debenture. Should the Company choose to redeem the Series
B debenture, then no corresponding warrant will be issued.
Under the Securities Act of 1933, as amended, 8x8 has agreed to register the
resale of the common stock issuable upon conversion of the notes and the
exercise of the warrants. The company is obligated to file a registration
statement covering such shares within 95 days after the closing and will use
its best efforts to have the registration statement declared effective within
150 days after closing.
About 8x8
8x8 is a leading manufacturer of digital telecommunications technology,
including IP telephony
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gateways, software and semiconductors. By leveraging its technology expertise
in audio and video compression and communication protocols, the Company is
providing systems and software to network and telecommunications equipment
providers, Internet service providers and local exchange carriers. For more
information, visit our Web site at http://www.8x8.com.
This press release contains forward looking statements. 8x8's actual results
could differ materially from those discussed, implied or forecasted in the
forward looking statements due to factors including in particular: the
uncertainty of future profitability, the lack of assurance of future license
revenues, potential fluctuations in future operating results, uncertainty
surrounding the market acceptance of the Company's new and existing IP
communications and monitoring products, dependence on key customers, need for
additional capital, current and potential competition, and other risks detailed
from time to time in 8x8's Securities and Exchange Commission filings,
including its Report on Form 10-Q for the quarter ended September 30, 1999. 8x8
assumes no obligation to revise or update any forward looking statements
contained in this press release.
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Contact:
David Stoll Lauren Felice/Wendi Green
8x8, Inc. Ruder Finn
(408) 654-0843 (212) 583-6370/(212) 593-6374
[email protected] [email protected]
[email protected]
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