UNITED STATES
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
February 21, 2012
(Exact name of registrant as specified in its charter)
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810 West Maude Avenue
Sunnyvale, CA 94085
(408) 727-1885
Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On February 21, 2012, Christopher McNiffe resigned as a member of the 8x8, Inc. (the "Company") board of directors and as a member of its Audit Committee, Compensation Committee and Nominations Committee.
Appointment of New Director
On February 24, 2012, Eric Salzman was appointed as a member of the Company's board of directors and audit committee in order to fill the vacancy created by Mr. McNiffe's resignation. In connection with his appointment as a director, Mr. Salzman has been granted an option to purchase 75,000 shares of the Company's common stock under the 2006 Stock Plan. The option will vest over a four-year period, subject to Mr. Salzman's continuing service to the Company.
A copy of the press release announcing the resignation of Mr. McNiffe from the board of directors and the appointment of Mr. Salzman as a director is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1 Press Release dated February 27, 2012.
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.
Date: February 27, 2012
8X8, INC. |
By: /s/ Daniel Weirich |
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Daniel Weirich | |
Chief Financial Officer and Secretary |
INDEX TO EXHIBITS
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Description |
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* Also provided in PDF format as a courtesy.
For Immediate Release |
8x8 Announces Changes to Board of Directors
SUNNYVALE, CA - February 27, 2012 - 8x8, Inc. (NASDAQ: EGHT), provider of innovative cloud communications and computing solutions, today announced that it has appointed Eric Salzman to its Board of Directors, effective February 24, 2012. The Company also announced the resignation of Christopher McNiffe from its Board of Directors, effective February 21, 2012.
Mr. Salzman has nearly 20 years of experience investing in and working with emerging growth companies. He is the Managing Member of SarniHaan Capital Partners, a boutique consulting firm he established to target special situation investments in small cap and middle market companies and is currently a Senior Advisor to Coller Capital and Monarch Capital Group, LLC. He previously spent nine years at Lehman Brothers Holdings, Inc., including Managing Director in the Global Trading Strategies Division and Senior Vice President in Lehman's Private Equity Group. In 2008, Salzman was hired by Alvarez and Marsal, Lehman's restructuring advisor, to oversee the management of a $4 billion portfolio of private equity and illiquid credit investments on behalf of the Lehman bankruptcy estate. Prior to Lehman Brothers, Salzman was a senior research analyst covering technology and telecom at Basso Capital Management, a multi-strategy investment fund, and a senior investment professional at both Gramercy Communications Partners, a communications-focused private equity fund, and Credit Suisse Asset Management. Salzman began his career in the M&A Group at First Boston and has served on several public and private boards. He has a MBA from the Harvard Graduate School of Business and a BA from the University of Michigan.
"Eric possesses a tremendous wealth of public market experience and a deep understanding of the telecom industry as a long time investor throughout his career," said Bryan Martin, Chairman and Chief Executive Officer of 8x8, Inc. "His advice and experience from the other side of the investor table will serve 8x8's shareholders well, and we are extremely fortunate to secure his services as a member of our Board of Directors."
"I am impressed with the disruptive nature of 8x8's technologies and services, the momentum the company has rapidly achieved and the enormous potential that lies ahead," said Salzman. "As cloud-based solutions are increasingly sought out by enterprise customers, 8x8 is in a strong position to capitalize on this trend. I look forward to working with management and the Board and contributing in a number of different areas."
8x8 also announced that Christopher McNiffe, a member of its Board of Directors since 2004, has resigned in order to fully dedicate his time to his new role as Chief Executive Officer of Truesense Imaging, Inc. Chris was formerly the general manager of the Image Sensor Solution (ISS) business of Eastman Kodak and led the divestiture of the business to Platinum Equity in a transaction that closed in November 2011.
"8x8 is grateful for the many years of service Chris has dedicated to the company, beginning with our emergence as a publicly traded company in 1997 through our transition to a service provider in 2002 and subsequent growth in the cloud-based services market," commented Martin. "I certainly understand the requirements of his new role and know that Chris regrets having to leave us at this exciting time. Everyone at 8x8 wishes Chris well in his new role at Truesense Imaging."
About 8x8, Inc.
8x8, Inc. (NASDAQ: EGHT), a pioneer in the development of cloud-based VoIP, video, mobile, call center and unified communications solutions, leverages its patented software technologies to deliver industry-leading SaaS applications to businesses of any size with employees in any location. We offer integrated business communications and cloud computing services that are designed to meet the highest levels of availability, reliability and scalability. Increasingly, businesses are finding they can reduce costs, improve productivity, and be positioned competitively for the future by choosing 8x8 for their mission critical, cloud-based communications and computing needs. For additional information, visit www.8x8.com
, or connect with 8x8 on Facebook and Twitter.# # #
Investor Relations Contact:
Joan Citelli
(408) 654-0970
jcitelli@8x8.com
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