INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
Explanatory Note
This Registration Statement is being filed by 8x8. Inc. (the "Registrant") relating to 295,931 shares of its common stock, $0.001 par value per share
(the "Common Stock") issuable to eligible individuals under the Registrant's Second Amended and Restated 1996 Employee Stock Purchase Plan (the "Plan"), such
shares which are in addition to the (a) 500,000 shares of Common Stock registered on the Registrant's Form S-8 filed on July 9, 1997 (File No. 333-30943), (b) 70,560 shares of Common
Stock registered on the Registrant's Form S-8 filed on April 20, 1998 (File No. 333-50519), (c) 500,000 shares of Common Stock registered on the Registrant's Form S-8 filed on July 30,
2001 (File No. 333-66296), (d) 416,589 shares of Common Stock registered on the Registrant's Form S-8 filed on June 10, 2002 (File No. 333-90172), (e) 189,575 shares of Common Stock
registered on the Registrant's Form S-8 filed on August 30, 2004 (File No. 333-118642), (f) 43,220 shares of Common Stock registered on the Registrant's Form S-8 filed on July 1, 2005
(File No. 333-126337), (g) 118,535 shares of Common Stock registered on the Registrant's Form S-8 filed on September 26, 2006 (File No. 333-137599), (h) 707,387 shares of Common
Stock registered on the Registrant's Form S-8 filed on June 19, 2013 (File No. 333-189452), (i) 282,062 shares of Common Stock registered on the Registrant's Form S-8 filed on May 27,
2014 (File No. 333-196275), (j) 306,248 shares of Common Stock registered on the Registrant's Form S-8 filed on May 29, 2015 (File No. 333-204583) and (k) 365,555 shares of Common
Stock registered on the Registrant's Form S-8 filed on June 22, 2016 (File No. 333-212163) (collectively the "Prior Registration Statements").
This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with
Instruction E to Form S-8 regarding the registration of additional securities. Accordingly, the contents of the Prior Registration Statements are incorporated herein by reference and made part
of this Registration Statement, except as amended hereby.
>B>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the SEC are hereby incorporated by reference in this registration statement:
1. The registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed with the SEC on May 30, 2017;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31,
2017; and
3. The description of our capital stock in our registration statement on Form 8-A filed with the SEC on November 22, 1996, including any amendments or reports
filed for the purpose of updating such description.
In addition, all documents filed by the registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment, which indicates that all securities offered have been sold or which deregisters all of such securities then remaining
unsold, are deemed to be incorporated by reference in this registration statement and to be a part hereof from the respective dates of filing of such documents. Any statement contained in
this registration statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed document
which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof, except as so modified or superseded.
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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 San
Jose, State of California, on the 2nd day of June 2017.
8x8, INC.
By:
/s/ Vikram Verma
Vikram Verma
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Vikram Verma and Mary Ellen
Genovese, and each one of them, acting individually and without the other, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his or her
name, place and stead in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, 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 by the following persons in the capacities and on
the dates indicated.
Signature
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Title
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Date
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/s/ VIKRAM VERMA
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Chief Executive Officer
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June 2, 2017
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Vikram Verma
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(Principal Executive Officer)
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/s/ MARY ELLEN GENOVESE
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Chief Financial Officer and Secretary
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June 2, 2017
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Mary Ellen Genovese
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(Principal Financial and Accounting Officer)
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/s/ BRYAN R. MARTIN
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Chairman and Chief Technology Officer
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June 2, 2017
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Bryan R. Martin
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/s/ GUY L. HECKER, JR.
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Director
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June 2, 2017
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Guy L. Hecker, Jr.
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/s/ ERIC SALZMAN
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Director
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June 2, 2017
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Eric Salzman
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/s/ IAN POTTER
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Director
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June 2, 2017
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Ian Potter
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/s/ JASWINDER PAL SINGH
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Director
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June 2, 2017
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Jaswinder Pal Singh
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/s/ VLADIMIR JACIMOVIC
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Director
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June 2, 2017
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Vladimir Jacimovic
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EXHIBIT INDEX
_________________
(1) Incorporated by reference to Exhibit 10.5 to the registrant's Form S-8 filed September 26, 2006 (File No. 333-137599).
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