As filed with the Securities and Exchange Commission on December 18, 2020
Registration No. 333- _____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
A8X8A071A.JPG
8x8, Inc.
(Exact Name of Registrant as Specified in Its Charter)
___________________________
Delaware
77- 0142404
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)

675 Creekside Way
Campbell, CA 95008
(408) 727-1885
___________________________
(Address of Principal Executive Offices) (Zip Code)

8x8, Inc. Amended and Restated 2017 New Employee Inducement Incentive Plan
_______________________________
(Full Title of the Plan)

Matt Zinn
Senior Vice President, General Counsel, Secretary, & Chief Privacy Officer
8x8, Inc.
675 Creekside Way
Campbell, CA 95008
___________________________
(Name and Address of Agent For Service)
(408) 727-1885
___________________________
(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
x
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
Emerging Growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered


Amount to be Registered (1)
Proposed Maximum Offering Price Per Share (2)
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock, par value $0.001 per share
Issued under the 8x8, Inc. Amended and Restated 1996 Employee Stock Purchase Plan
1,400,000(3)
$30.48 $42,672,000 $4,655.52
TOTAL:
1,400,000 $30.48 $42,672,000 $4,655.52
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of shares of common stock, par value $0.001 per share (“Common Stock), of 8x8, Inc. (the “Registrant”) that may be offered or issued by reason of stock splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The computation is based upon the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on December 15, 2020.
(3) Represents shares of Common Stock that were added to the 8x8, Inc. Amended and Restated 2017 New Employee Inducement Incentive Plan pursuant to a share reserve increase approved by the Registrant’s Board of Directors on December 9, 2020.
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A/75573798.5


INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
 
Explanatory Note
This Registration Statement is being filed by 8x8. Inc. (the “Registrant”) to register an additional 1,400,000 shares of its common stock, $0.001 par value per share (the “Common Stock”) issuable to eligible individuals under the Registrant’s Amended and Restated 2017 New Employee Inducement Incentive Plan, such shares which are in addition to the (a) 1,000,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on November 2, 2017 (File No. 333-221290) and (b) 1,500,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on June 1, 2018 (File No. 333-225388) (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.
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, 2020, filed with the SEC on May 19, 2020, including the portions of the Registrant’s proxy statement for the 2020 annual meeting of stockholders, filed with the Commission on June 30, 2020, incorporated by reference in Part III of the 2020 Annual Report on Form 10-K;
2.The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2020, filed with the SEC on August 4, 2020, and September 30, 2020, filed with the SEC on October 29, 2020;
3.The Registrant’s Current Reports on Form 8-K filed with the SEC on June 9, 2020, June 10, 2020, July 16, 2020, August 13, 2020, November 2, 2020, and December 10, 2020 (but not including any Item 7.01 and Exhibit 99.1 of such filing, which were furnished under applicable SEC rules rather than filed); and
4.The description of the Registrant’s capital stock filed as Exhibit 4.1 to its Annual Report on Form 10-K for the fiscal year ended March 31, 2020, filed with the SEC on May 19, 2020.
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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Item 8.    Exhibits.
(1)    Incorporated by reference to Exhibit 10.24 to the Registrant’s Form S-8 filed November 2, 2017 (File No. 333-221290).
(2)    Incorporated by reference to Exhibit 10.25 to the Registrant’s Form S-8 filed November 2, 2017 (File No. 333-221290).
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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 16th day of December 2020.
8x8, Inc.
By: /s/ Samuel Wilson                    
Samuel Wilson
Chief Financial 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 David Sipes, Matthew Zinn and Samuel Wilson, 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 Title Date
/s/ DAVID SIPES Chief Executive Officer and Director December 16, 2020
David Sipes
(Principal Executive Officer)
/s/ SAMUEL WILSON Chief Financial Officer December 16, 2020
Samuel Wilson (Principal Financial Officer)
/s/ GERMAINE COTA
Chief Accounting Officer
December 16, 2020
Germaine Cota
(Principal Accounting Officer)
/s/ JASWINDER PAL SINGH Director and Chairman December 17, 2020
Jaswinder Pal Singh
/s/ MONIQUE BONNER Director December 17, 2020
Monique Bonner
/s/ TODD FORD Director December 17, 2020
Todd Ford
/s/ VLADIMIR JACIMOVIC Director December 16, 2020
Vladimir Jacimovic
/s/ BRYAN MARTIN Director and Chief Technology Officer December 16, 2020
Bryan R. Martin
/s/ ERIC SALZMAN Director December 17, 2020
Eric Salzman
/s/ ELIZABETH THEOPHILLE Director December 17, 2020
Elizabeth Theophille
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