INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
This Registration Statement on Form S-8 (the "Registration Statement") is filed by the Registrant to register an additional 4,500,000 shares of Common Stock
(the "Additional Shares") which may be awarded under the Registrant's 2012 Equity Incentive Plan, as amended (the "2012 Stock Plan") pursuant to an
amendment to the 2012 Stock Plan authorized by the stockholders of the Registrant on July 22, 2016. This Registration Statement relates to the registration of additional
securities of the same class as other securities for which registration statements are effective relating to the 2012 Stock Plan. Pursuant to General Instruction E
of Form S-8, this Registration Statement also incorporates by reference the Registrant's registration statement on Form S-8 (File No. 333-183597),
filed on August 28, 2012, relating to the registration of an aggregate of 4,100,000 shares of Common Stock issuable under the 2012 Stock Plan, and Form S-8
(File No. 333-198012), filed on August 8, 2014, relating to the registration of an aggregate of 6,800,000 shares of Common Stock issuable under the 2012
Stock Plan.
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, 2016, filed with the SEC on May 31, 2016;
2. The registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016, filed with the SEC on July 29, 2016;
3. The registrant's Current Report on Form 8-K, dated July 24, 2016, filed with the SEC on July 27, 2016;
4. The registrant's amended Annual Report on Form 10-K for the fiscal year ended March 31, 2016, filed with the SEC on August 1, 2016; and
5. 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, 2016.
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.
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
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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 9th day of August 2016.
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 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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August 9, 2016
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Vikram Verma
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(Principal Executive Officer)
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/s/ BRYAN R. MARTIN
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Chairman and Chief Technology Officer
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August 9, 2016
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Bryan R. Martin
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/s/ MARY ELLEN GENOVESE
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Chief Financial Officer and Secretary
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August 9, 2016
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Mary Ellen Genovese
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(Principal Financial and Accounting Officer)
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/s/ GUY L. HECKER, JR.
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Director
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August 9, 2016
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Guy L. Hecker, Jr.
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/s/ ERIC SALZMAN
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Director
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August 9, 2016
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Eric Salzman
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/s/ IAN POTTER
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Director
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August 9, 2016
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Ian Potter
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/s/ JASWINDER PAL SINGH
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Director
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August 9, 2016
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Jaswinder Pal Singh
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/s/ VLADIMIR JACIMOVIC
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Director
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August 9, 2016
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Vladimir Jacimovic
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EXHIBIT INDEX
_________________
(1) Incorporated by reference to Exhibit 10.20 to the Registrant's Form S-8 filed with the SEC on August 28, 2012 (File No. 333-183597).
(2) Incorporated by reference to Exhibit 10.21 to the Registrant's Form S-8 filed with the SEC on August 28, 2012 (File No. 333-183597).
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