S-8 1 a8x8-sx8february2024.htm S-8 Document

As filed with the Securities and Exchange Commission on February 1, 2024
Registration No. 333- _____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
image_0a.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 Plans)

Laurence Denny
Secretary and Chief Legal 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
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
Emerging Growth company

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. ☐


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 750,000 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), (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), (c) 1,400,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on December 18, 2020 (File No. 333-251489), (d) 1,500,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on February 4, 2022 (File No. 333-262510), and (e) 1,745,454 shares of Common Stock registered on the Registrant’s Form S-8 filed on May 26, 2023 (File No. 333-272218) (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, 2023, filed with the SEC on May 25, 2023, including the portions of the Registrant’s proxy statement for the 2023 annual meeting of stockholders, filed with the Commission on June 15, 2023, incorporated by reference in Part III of the 2023 Annual Report on Form 10-K;

2.The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2023, filed with the SEC on August 8, 2023, and September 30, 2023, filed with the SEC on November 3, 2023;

3.The Registrant’s Current Reports on Form 8-K filed with the SEC on May 11, 2023 (but not any Item 2.02, Item 7.01 or Exhibit 99.1 of such filing, which were furnished under applicable SEC rules rather than filed), May 31, 2023 (but not any Item 7.01 or Exhibit 99.1 of such filing, which were furnished under applicable SEC rules rather than filed), June 6, 2023 (but not any Item 7.01 or Exhibit 99.1 of such filing, which were furnished under applicable SEC rules rather than filed), July 31, 2023, August 8, 2023 (but not any Item 2.02 or Exhibit 99.1 of such filing, which were furnished under applicable SEC rules rather than filed), and November 1, 2023 (but not any Item 2.02 or 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, 2023, filed with the SEC on May 25, 2023.






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                                            
23.1    Consent of Skadden, Arps, Slate, Meagher and Flom (included in Exhibit 5.1)
24.1     Power of Attorney (included in signature page to this Registration Statement)


- 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 Campbell, State of California, on the 31st day of January 2024.
8x8, Inc.
By: /s/ Samuel Wilson        
Samuel Wilson
Chief Executive Officer




- 3 -


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Samuel Wilson, Laurence Denny and Kevin Kraus, 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
TitleDate
/s/ Samuel Wilson
Samuel Wilson
Chief Executive Officer
(Principal Executive Officer)		January 31, 2024
/s/ Kevin Kraus
Kevin Kraus
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)		January 29, 2024
/s/ Jaswinder Pal Singh
Jaswinder Pal Singh
Chairman and DirectorJanuary 31, 2024
/s/ Monique Bonner
Monique Bonner
Director January 31, 2024
/s/Todd Ford
Todd Ford
DirectorJanuary 29, 2024
/s/Alison Gleeson
Alison Gleeson
DirectorJanuary 29, 2024
/s/ Eric Salzman
Eric Salzman
DirectorJanuary 30, 2024
/s/ Elizabeth Theophille
Elizabeth Theophille
DirectorJanuary 30, 2024











- 4 -