8X8 Inc/DE – ‘8-K’ for 6/30/00

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     19K 
 2: EX-3.1      Certificates of the Special Voting Stock               3     16K 
 3: EX-10.1     Registration Rights Agreement                         12     44K 
 4: EX-10.2     Employment & Stock Restriction Agreement (Calonne)    15     49K 
 5: EX-10.3     Employment & Stock Restriction Agreement (Thilloy)    15     47K 

8-K   —   Current Report
Document Table of Contents

8-K
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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

 June 30, 2000
Date of Report (Date of earliest event reported)

 8X8, INC.
(Exact name of registrant as specified in its charter)

                                                                [Download Table]
                                                                           
         Delaware                   333-15627                77-0142404    
----------------------------  ------------------------  -------------------
(State or other jurisdiction  (Commission File Number)   (I.R.S. Employer  
     of incorporation)                                  Identification No.)

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 2. ACQUISITION OF DISPOSITION OF ASSETS                                    

   On June 30, 2000, 8x8, Inc., a Delaware corporation doing business as
Netergy Networks, Inc. ("Netergy") completed its acquisition of UForce Inc., a  
Canadian corporation ("U|Force") pursuant to the terms of a Share Exchange      
Agreement ("Exchange Agreement") by and among Netergy, U|Force, all of the      
shareholders of U|Force and all indirect owners of shares of U|Force. In        
connection with the acquisition Netergy issued or will issue up to a total of   
4,579,201 shares of common stock as follows: (1) 1,447,523 shares were issued at
closing of the acquisition to U|Force shareholders that elected to receive      
Netergy common stock at closing in exchange for their U|Force shares or rights  
to acquire U|Force shares; (2) 2,107,780 shares will be issued upon the exchange
or redemption of the exchangeable shares (the "Exchangeable Shares") of Canadian
entities held by former shareholders or indirect owners of U|Force stock; and   
(3) 1,023,898 shares will be issued upon exercise of options formerly for the   
purchase of U|Force stock that Netergy assumed. In addition, Netergy created a  
Special Voting Share that provides holders of Exchangeable Shares with voting   
rights that are equivalent to the shares of common stock into which their shares
convert.                                                                        

Based on the closing price of Netergy common stock for a period   
surrounding the date of the Exchange Agreement and the value of U|Force employee
stock options assumed, the transaction is valued at approximately $44.6 million.
The acquisition will be accounted for as a purchase transaction and will result 
in a charge for purchased in-process R&D expense in the second quarter of fiscal
2001.                                                                           

       All shares issued or to be issued pursuant to the acquisition, other than
the shares to be issued upon exercise of the assumed options, were or will      
be issued in reliance on exemptions from the Securities Act of 1933, as amended,
and as such will be subject to restrictions on transfer. In addition, the       
acquisition documents provide additional contractual restrictions on resales on 
a portion of the Netergy shares issued or to be issued. Netergy is obligated to 
file a Registration Statement on Form S-8 to register the shares issuable upon  
exercise of assumed options and is obligated to issue a Registration Statement  
on Form S-3 to register the other shares issued or issuable in the transaction. 

Under the terms of the Exchange Agreement, a total of 209,078     
Exchangeable Shares will be held in escrow for a period of one year and during  
that time may be used to satisfy certain indemnification obligations of the     
former U|Force shareholders.                                                    

       The terms of the Exchange Agreement and the other agreements, instruments
and documents contemplated by the Exchange Agreement were the result of         
arm's-length negotiations among the parties.                                    

The summary of the provisions of the Exchange Agreement and the   
acquisition set forth above is qualified in its entirety by reference to the    
Exchange Agreement which is incorporated herein by reference to the Current     
Report on Form 8-K filed with the Securities and Exchange Commission by Netergy 
on May 23, 2000 and the other transaction documents filed as exhibits to this   
report.                                                                         

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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibit C.    

         (b) Financial statements of Business Acquired. To be filed by
 amendment to this Current Report on Form 8-K.

            (c) Pro Forma Financial Information. To be filed by amendment to
this Current Report on Form 8-K.            

(d) Exhibits.                                       

                                                                [Download Table]

Exhibit Number       Description                                        
--------------       -----------                                        
                                                                        
2.1(1)               Share Exchange Agreement, dated as of May 19, 2000,
                     by and among Netergy, U|Force, all of the          
                     shareholders of U|Force and indirect owners of the 
                     shares of U|Force.                                 

3.1                  Certificate of the Powers, Designations,           
                     Preferences and Rights of Special Voting Stock of  
                     8x8, Inc.                                          

10.1                 Registration Rights Agreement, dated as of June 30,
                     2000, by and among Netergy and parties identified  
                     on Exhibit A thereto.                              

10.2                 Employment Agreement between U|Force Company,      
                     Netergy, Jean-Luc Calonne and certain entities     
                     controlled by Jean-Luc Calonne                     

10.3                 Employment Agreement between U|Force Company,      
                     Netergy, Cyrille Thilloy and an entity controlled  
                     by Cyrille Thilloy                                 

99.1(1)              Press release dated May 19, 2000.                  

   (1)    Incorporated by reference from the Company's Current Report on
   Form 8-K, as filed with the Commission on May 26, 2000.

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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: July 14, 2000                                                            
                      By: /s/ David M. Stoll
                                           -------------------------------------
                    David M. Stoll
                             Chief Financial Officer

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 EXHIBIT INDEX

                                                                [Download Table]

Exhibit Number       Description                                        
--------------       -----------                                        
                                                                        
2.1(1)               Share Exchange Agreement, dated as of May 19, 2000,
                     by and among Netergy, U|Force, all of the          
                     shareholders of UFForce and indirect owners of the 
                     shares of U|Force.                                 

3.1                  Certificate of the Powers, Designations,           
                     Preferences and Rights of Special Voting Stock of  
                     8x8, Inc.                                          

10.1                 Registration Rights Agreemend, dated as of June 30,
                     2000, by and among Netergy and parties identified  
                     on Exhibit A thereto.                              

10.2                 Employment Agreement between U|Force Company,      
                     Netergy, Jean-Luc Calonne and certain entities     
                     controlled by Jean-Luc Calonne                     

10.3                 Employment Agreement between U|Force Company,      
                     Netergy, Cyrille Thilloy and an entity controlled  
                     by Cyrille Thilloy                                 

99.1(1)              Press release dated May 19, 2000.                  

   (1)    Incorporated by reference from the Company's Current Report on
   Form 8-K, as filed with the Commission on May 26, 2000.

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		7/14/00		4
For Period End:		6/30/00		1		5			10-Q,  8-K/A
		5/26/00		3		5			8-K
		5/23/00		2					8-K
		5/19/00		3		5			8-K
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