SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

8X8 Inc/DE – ‘S-8’ on 5/21/20

On:  Thursday, 5/21/20, at 4:43pm ET   ·   Effective:  5/21/20   ·   Accession #:  1023731-20-54   ·   File #:  333-238572

Previous ‘S-8’:  ‘S-8’ on 8/26/19   ·   Next:  ‘S-8’ on 10/30/20   ·   Latest:  ‘S-8’ on 2/2/24

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 5/21/20  8X8 Inc/DE                        S-8         5/21/20    3:96K

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to         HTML     38K 
                Employees Pursuant to an Employee Benefit Plan                   
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     14K 
 3: EX-23.2     Consent of Experts or Counsel                       HTML      6K 


‘S-8’   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Document  
As filed with the Securities and Exchange Commission on May 21, 2020
Registration No. 333- _____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549
___________________________
FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933
___________________________
a8x8a07.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. Third Amended and Restated 1996 Employee Stock Purchase 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. Third Amended and Restated 1996 Employee Stock Purchase Plan(3)
500,000
$12.73
$6,365,000
$826.18
 
 
 
 
 
TOTAL:
500,000
 
$6,365,000
$826.18
(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 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)(1) under the Securities Act. The computation is based upon 85% of the average of the high and low prices of the registrant's Common Stock as reported on the New York Stock Exchange on May 15, 2020.
(3)
Represents an annual increase effective April 1, 2020 to the number of shares of the registrant's Common Stock reserved for issuance under the Third Amended and Restated 1996 Employee Stock Purchase Plan, which annual increase is provided for in the Plan.


This Registration Statement will become effective upon filing in accordance with Rule 462 under the Securities Act.

Proposed sales to take place as soon after the effective date of the Registration Statement as awards under the above named plan are granted, exercised and/or distributed.



- 2 -
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”) relating to 500,000 shares of its common stock, $0.001 par value per share (the “Common Stock”) issuable to eligible individuals under the Registrant’s Third 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) 648,984 shares of Common Stock registered on the Registrant's Form S-8 filed on July 30, 2001 (File No. 333-15627; (e) 416,589 shares of Common Stock registered on the Registrant’s Form S-8 filed on June 10, 2002 (File No. 333-90172), (f) 189,575 shares of Common Stock registered on the Registrant’s Form S-8 filed on August 30, 2004 (File No. 333-118642), (g) 43,220 shares of Common Stock registered on the Registrant’s Form S-8 filed on July 1, 2005 (File No. 333-126337), (h) 118,535 shares of Common Stock registered on the Registrant’s Form S-8 filed on September 26, 2006 (File No. 333-137599), (i) 707,387 shares of Common Stock registered on the Registrant’s Form S-8 filed on June 19, 2013 (File No. 333-189452), (j) 282,062 shares of Common Stock registered on the Registrant’s Form S-8 filed on May 27, 2014 (File No. 333-196275), (k) 306,248 shares of Common Stock registered on the Registrant’s Form S-8 filed on May 29, 2015 (File No. 333-204583), (l) 365,555 shares of Common Stock registered on the Registrant's Form S-8 filed on June 22, 2016 (File No. 333-212163), (m) 295,931 shares of Common Stock registered on the Registrant's Form S-8 filed on June 2, 2017 (File No. 333-218472), (n) 500,000 shares of Common Stock registered on the Registrant's Form S-8 filed on June 1, 2018 (File No. 333-225388), and (o) 500,000 shares of Common Stock registered on the Registrant's Form S-8 filed on May 22, 2019 (File No. 333-231670 (collectively the “Prior Registration Statements”). These additional shares of Common Stock have become reserved for issuance as a result of the operation of the "evergreen" provision of the Plan, which provides that the total number of shares subject to the Plan may be increased on the first day of April of each fiscal year.

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;
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, 2020; and
3.
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.

II-1



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.
Exhibit
Description                                            
5.1
10.1 (1)
23.1
23.2
24.1
Power of Attorney (included in signature pages to this registration statement)
_________________
(1)
Incorporated by reference to Exhibit 10.9 to the registrant's Form 10-K filed May 19, 2020 (File No. 001-38312).
 


II-2



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 21st day of May 2020.
8x8, Inc.
By: /s/ Steven Gatoff                    
Steven Gatoff
Chief Financial Officer



II-3



POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Vikram Verma and Steven Gatoff, 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
 
 
 
 
 
 
Chief Executive Officer and Director
(Principal Executive Officer)
 
 
 
 
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
 
 
Chairman, Director and Chief Technology Officer
 
 
 
 
 
Director
 
 
 
 
 
Director
 
 
 
 
 
Director
 
 
 
 
 
Director
 
 
 
 
 
Director
 
 
 
 
 
Director
 
 



II-4


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing    Date    Other Filings
Filed on / Effective on:5/21/20
5/19/2010-K
5/15/20
4/1/20
3/31/2010-K
5/22/19S-8
6/1/184,  S-8
6/2/17S-8
6/22/16S-8
5/29/1510-K,  S-8
5/27/1410-K,  4,  S-8
6/19/134,  S-8
9/26/06S-8
7/1/05S-3,  S-8
8/30/04S-3,  S-8
6/10/02S-8
7/30/01S-8,  S-8 POS
4/20/98S-8
7/9/97S-8
 List all Filings 
Top
Filing Submission 0001023731-20-000054   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri., Mar. 29, 9:34:45.1am ET