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As filed with the Securities and Exchange Commission on August 8, 2014<BR>
                                               Registration No. 333-________
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</FONT><FONT SIZE=4><B><P ALIGN="CENTER">UNITED STATES <BR>
SECURITIES AND EXCHANGE COMMISSION</B></FONT><FONT SIZE=2> <BR>
WASHINGTON, DC 20549</P>
<P ALIGN="CENTER">___________________________</P>
</FONT><B><FONT SIZE=4><P ALIGN="CENTER">FORM S-8 <BR>
REGISTRATION STATEMENT</B></FONT><FONT SIZE=2> <BR>
<I>UNDER <BR>
THE SECURITIES ACT OF 1933</P>
</I><P ALIGN="CENTER">___________________________</P>

<P ALIGN="CENTER"><IMG SRC="logo.gif"></P>
</FONT><B><FONT SIZE=4><P ALIGN="CENTER">8x8, Inc.</B></FONT><FONT SIZE=2><BR>
(Exact Name of Registrant as Specified in Its Charter)</P>
<P ALIGN="CENTER">___________________________</P>

<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=75%>
<TR><TD WIDTH="49%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Delaware</B></FONT></TD>
<TD WIDTH="5%" VALIGN="TOP"> </TD>
<TD WIDTH="46%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">77-</B> <B>0142404</B></FONT></TD>
</TR>
<TR><TD WIDTH="49%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">(State or Other Jurisdiction of</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP"> </TD>
<TD WIDTH="46%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">(IRS Employer</FONT></TD>
</TR>
<TR><TD WIDTH="49%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Incorporation or Organization)</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP"> </TD>
<TD WIDTH="46%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Identification No.)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">2125 O'Nel Drive<BR>
                  San Jose, CA  95131<BR>
                  ___________________________<BR>
                  (Address of Principal Executive Offices) (Zip Code)</P>

<P ALIGN="CENTER">8x8, Inc. Amended and Restated 2012 Equity Incentive Plan<BR>
                  _______________________________<BR>
                  (Full Title of the Plan)</P>

<P ALIGN="CENTER">Vikram Verma <BR>
                   Chief Executive Officer<BR>
                   8x8, Inc.<BR>
                  2125 O'Nel Drive<BR>
                  San Jose, CA  95131<BR>
          ___________________________<BR>
          (Name and Address of Agent For Service)</P>
<P ALIGN="CENTER">(408) 727-1885 <BR>
          ___________________________<BR>
          (Telephone Number, Including Area Code, of Agent For Service)</P>

</FONT><FONT SIZE=1><P>Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of &quot;large accelerated filer,&quot;
&quot;accelerated filer&quot; and &quot;smaller reporting company&quot; in Rule 12b-2 of the Exchange
Act.</P>

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<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P>Large accelerated filer <FONT FACE="Wingdings">&#120;</FONT>
</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Accelerated filer <FONT FACE="Wingdings">&#111;</FONT>
</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Non-accelerated filer <FONT FACE="Wingdings">&#111;</FONT>
<BR>
(Do not check if a smaller reporting company)</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Smaller reporting company <FONT FACE="Wingdings">&#111;</FONT>
</FONT></TD>
</TR>
</TABLE>

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<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B>

<TABLE BORDER CELLSPACING=2 CELLPADDING=2 WIDTH=100%>
<TR><TD WIDTH="45%" VALIGN="BOTTOM">
<FONT SIZE=2>
<P ALIGN="CENTER">Title of Each Class of Securities to be Registered</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=2>
<P ALIGN="CENTER">Amount to be<BR>Registered (1)</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>Maximum<BR>Offering Price<BR>Per Share (2)</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>Maximum<BR>Aggregate<BR>Offering Price (2)</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=2>
<P ALIGN="CENTER">Amount of<BR>Registration Fee<BR>(2)</FONT></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="JUSTIFY">Common Stock, par value $0.001 per share</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="JUSTIFY">  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To be issued under the 8x8, Inc. Amended and Restated 2012 Equity Incentive Plan
</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">6,800,000</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">$7.92</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">$53,856,000</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">$6,936.65</FONT></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="JUSTIFY">TOTAL</B>:</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">6,800,000</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">$53,856,000</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">$6,936.65</FONT></TD>
</TR>
</TABLE>
<DIR>

<FONT SIZE=1><P>(1) In addition, pursuant to Rule 416(c) 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.<BR>
(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 maximum fee is calculated pursuant to
Section 6(b) of the Securities Act.</P>


</FONT><FONT SIZE=2>

</DIR>

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<B><P ALIGN="CENTER">INFORMATION REQUIRED PURSUANT </P>
<P ALIGN="CENTER">TO GENERAL INSTRUCTION E TO FORM S-8 </P>
</B><P>This Registration Statement on Form S-8 (the &quot;Registration Statement&quot;) is filed by the Registrant to register an additional 6,800,000 shares of Common Stock (the
&quot;Additional Shares&quot;) which may be awarded under the Registrant's 2012 Equity Incentive Plan, as amended (the &quot;2012 Stock Plan&quot;) pursuant to an amendment to the
2012 Stock Plan authorized by the stockholders of the Registrant on July&nbsp;24, 2014. This Registration Statement relates to the registration of additional securities of the same class as
other securities for which registration statements are effective relating to the 2012 Stock Plan. Pursuant to General Instruction E of&nbsp;Form&nbsp;S-8,&nbsp;this Registration Statement
also incorporates by reference the Registrant's registration statement on Form S-8 (File&nbsp;No.&nbsp;333-183597),&nbsp;filed on August&nbsp;28, 2012, relating to the registration of an
aggregate of 4,100,000 shares of Common Stock issuable under the 2012 Stock Plan.</P>

<B><P ALIGN="CENTER">PART II</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P>Item 3. Incorporation of Documents by Reference.</P>
</B><P>The following documents filed by the registrant with the SEC are hereby incorporated by reference in this registration statement:</P><DIR>
<DIR>
<DIR>
<DIR>

<P>1. The registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2014, filed with the SEC on May 27, 2014;</P>
<P>2. The registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, filed with the SEC on July 25, 2014;</P>
<P>3. 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, 2014; and</P>
<P>4. The description of our capital stock in our registration statement on Form 8-A filed with the SEC on November 22, 1996, including any amendments or reports filed for the purpose of
updating such description.</P></DIR>
</DIR>
</DIR>
</DIR>

<P>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.</P>
<B><P>Item 4. Description of Securities.</P>
</B><P>Not Applicable.</P>
<B><P>Item 5. Interests of Named Experts and Counsel.</P>
</B><P>Not Applicable.</P>

<B><P>Item 6. Indemnification of Directors and Officers.</P>
</B><P>Section 102(b) of the Delaware General Corporation Law authorizes a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach or alleged breach of the director's "duty of care." As permitted by the statute, the registrant has adopted
provisions in its certificate of incorporation which eliminate to the fullest extent permissible under Delaware law the personal liability of its directors to the registrant and its stockholders for
monetary damages for breach or alleged breach of their duty of care.</P>


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<P>Section 145 of the Delaware General Corporation Law provides generally that a corporation shall have the power, and in some cases is required, to indemnify an agent, including an
officer or director, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, against certain
expenses, judgments, fines, settlements, and other amounts under certain circumstances. </P>
<P>As permitted by the Delaware General Corporation Law, the registrant's Bylaws provide that the registrant shall indemnify its directors and officers, and may indemnify its employees and
other agents, to the fullest extent permitted by law. The registrant's Bylaws also empower the registrant to purchase insurance on behalf of officers, directors, employees or agents of the
registrant. The registrant has entered into agreements with its directors and officers that require the registrant to indemnify such persons to the fullest extent permitted under Delaware law
against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or an officer of the registrant or any of its affiliated enterprises.
The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. </P>
<P>These indemnification provisions may be sufficiently broad to permit indemnification of the Company's officers and directors for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act.</P>
<B><P>Item 7. Exemption from Registration Claimed.</P>
</B><P>Not Applicable.</P>
<B><P>Item 8. Exhibits.</P>
</B><P>See Exhibit Index which is incorporated herein by reference.</P>

<B><P>Item 9. Undertakings.</P>
</B><P>The undersigned registrant hereby undertakes:</P>
<DIR>

<P>(1) To file, during any period in which offers or sales are being made, a post effective amendment to this registration statement:</P>
<DIR>

<P>(i) To include any prospectus required by section 10(a)(3) of the Securities Act;</P>
<P>(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration statement; and</P>
<P>(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the
registration statement;</P>
</DIR>

<I><P>Provided however</I>, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration
statement.</P>
<P>(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P>(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P>


<P>(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:</P>

</DIR>

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<DIR>
<DIR>

<P>(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;</P>
<P>(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;</P>
<P>(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and</P>
<P>(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.</P>

</DIR>
</DIR>

<P>The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.</P>
<P>Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.</P>

<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>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 8th
day of August 2014.</P>


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<P>8x8, INC.</P>
<P>By: <U>/s/ Vikram Verma </U><BR>
Vikram Verma<BR>
Chief Executive Officer </P>

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<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P>KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Vikram Verma and Daniel Weirich, 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 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.</P>
<P>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.</P>

<TABLE CELLSPACING=0 BORDER=0 WIDTH=95%>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>Signature</U></FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<U><FONT SIZE=2><P>Title</U></FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<U><FONT SIZE=2><P>Date</U></FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Vikram Verma </U></FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Chief Executive Officer</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>August 8, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Vikram Verma</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>(Principal Executive Officer)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/Bryan R. Martin </U></FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Chairman and Chief Technical Officer</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>August 8, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Bryan R. Martin</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Daniel Weirich </U></FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Chief Financial Officer and Secretary</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>August 8, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Daniel Weirich</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>(Principal Financial and Accounting Officer)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Guy L. Hecker, Jr. </U></FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>August 8, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Guy L. Hecker, Jr.</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Eric Salzman </U></FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>August 8, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Eric Salzman</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Ian Potter </U></FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>August 8, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Ian Potter</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Jaswinder Pal Singh </U></FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>August 8, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Jaswinder Pal Singh</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Vladimir Jacimovic</U></FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>August 8, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Vladimir Jacimovic</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>



<FONT SIZE=2>


<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>



<B><P ALIGN="CENTER">EXHIBIT INDEX</P></B>



<TABLE BORDER=0 CELLSPACING=2 CELLPADDING=2 WIDTH=95%>
<TR><TD WIDTH="5%" VALIGN="BOTTOM">
<U><FONT SIZE=2><P ALIGN="CENTER">Exhibit</U></FONT></TD>
<TD WIDTH="95%" VALIGN="BOTTOM">
<U><FONT SIZE=2><P>Description</U></FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">5.1</FONT></TD>
<TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="JUSTIFY"><A HREF="exh5-1.htm">Opinion of Pillsbury Winthrop Shaw Pittman LLP.</A>
</FONT></TD>
</TR>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.19</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh10-19.htm">8x8, Inc. Amended and Restated 2012 Equity Incentive Plan</A></FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.20 (1)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<FONT SIZE=2><P>Form of Stock Option Agreement under the Amended and Restated 2012 Equity Incentive Plan</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.21 (2)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<FONT SIZE=2><P>Form of Notice of Grant of Restricted Stock Unit Award and Agreement under the Amended and Restated 2012 Equity Incentive Plan </FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">23.1</FONT></TD>
<TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="JUSTIFY">Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">23.2</FONT></TD>
<TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="JUSTIFY"><A HREF="exh23-2.htm">Consent of Independent Registered Public Accounting Firm.</A>
</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">24.1</FONT></TD>
<TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="JUSTIFY">Power of Attorney (included in signature pages to this registration statement).</P></FONT></TD>
</TR>
</TABLE>

<P ALIGN="JUSTIFY">_________________</P>
<DIR>

<P>(1) Incorporated by reference to Exhibit 10.20 to the Registrant's Form S-8 filed with the SEC on August 28, 2012 (File&nbsp;No.&nbsp;333-183597).<BR>
   (2) Incorporated by reference to Exhibit 10.21 to the Registrant's Form S-8 filed with the SEC on August 28, 2012 (File&nbsp;No.&nbsp;333-183597).</P>

</DIR>


<HR WIDTH="100%">
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</BODY>
</HTML>
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{"company-data": {"conformed-name": "8X8 INC /DE/", "cik": "0001023731", "assigned-sic": "4813", "irs-number": "770142404", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-198012", "film-number": "141028762"}, "business-address": {"street1": "2125 O'NEL DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4087271885"}, "mail-address": {"street1": "2125 O'NEL DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95131"}, "former-company": [{"former-conformed-name": "NETERGY NETWORKS INC", "date-changed": "20000912"}, {"former-conformed-name": "8X8 INC", "date-changed": "19961023"}]}
August 8, 2014 S8 DOC
As filed with the Securities and Exchange Commission on August 8, 2014
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
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.)
2125 O'Nel Drive
San Jose, CA  95131
___________________________
(Address of Principal Executive Offices) (Zip Code)
8x8, Inc. Amended and Restated 2012 Equity Incentive Plan
_______________________________
(Full Title of the Plan)
Vikram Verma
Chief Executive Officer
8x8, Inc.
2125 O'Nel Drive
San Jose, CA  95131
___________________________
(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, or a smaller reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting 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
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 (2)
Amount of
Registration Fee
(2)
Common Stock, par value $0.001 per share
To be issued under the 8x8, Inc. Amended and Restated 2012 Equity Incentive Plan
6,800,000
$7.92
$53,856,000
$6,936.65
TOTAL
:
6,800,000
$53,856,000
$6,936.65
(1) In addition, pursuant to Rule 416(c) 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 maximum fee is calculated pursuant to
Section 6(b) of the Securities Act.
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
This Registration Statement on Form S-8 (the "Registration Statement") is filed by the Registrant to register an additional 6,800,000 shares of Common Stock (the
"Additional Shares") which may be awarded under the Registrant's 2012 Equity Incentive Plan, as amended (the "2012 Stock Plan") pursuant to an amendment to the
2012 Stock Plan authorized by the stockholders of the Registrant on July 24, 2014. This Registration Statement relates to the registration of additional securities of the same class as
other securities for which registration statements are effective relating to the 2012 Stock Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement
also incorporates by reference the Registrant's registration statement on Form S-8 (File No. 333-183597), filed on August 28, 2012, relating to the registration of an
aggregate of 4,100,000 shares of Common Stock issuable under the 2012 Stock Plan.
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, 2014, filed with the SEC on May 27, 2014;
2. The registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, filed with the SEC on July 25, 2014;
3. 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, 2014; and
4. The description of our capital stock in our registration statement on Form 8-A filed with the SEC on November 22, 1996, including any amendments or reports filed for the purpose of
updating such description.
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 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b) of the Delaware General Corporation Law authorizes a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach or alleged breach of the director's "duty of care." As permitted by the statute, the registrant has adopted
provisions in its certificate of incorporation which eliminate to the fullest extent permissible under Delaware law the personal liability of its directors to the registrant and its stockholders for
monetary damages for breach or alleged breach of their duty of care.
Section 145 of the Delaware General Corporation Law provides generally that a corporation shall have the power, and in some cases is required, to indemnify an agent, including an
officer or director, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, against certain
expenses, judgments, fines, settlements, and other amounts under certain circumstances.
As permitted by the Delaware General Corporation Law, the registrant's Bylaws provide that the registrant shall indemnify its directors and officers, and may indemnify its employees and
other agents, to the fullest extent permitted by law. The registrant's Bylaws also empower the registrant to purchase insurance on behalf of officers, directors, employees or agents of the
registrant. The registrant has entered into agreements with its directors and officers that require the registrant to indemnify such persons to the fullest extent permitted under Delaware law
against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or an officer of the registrant or any of its affiliated enterprises.
The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.
These indemnification provisions may be sufficiently broad to permit indemnification of the Company's officers and directors for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the
registration statement;
Provided however
, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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 8th
day of August 2014.
8x8, INC.
By:
/s/ Vikram Verma
Vikram Verma
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Vikram Verma and Daniel Weirich, 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 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/ Vikram Verma
Chief Executive Officer
August 8, 2014
Vikram Verma
(Principal Executive Officer)
/s/Bryan R. Martin
Chairman and Chief Technical Officer
August 8, 2014
Bryan R. Martin
/s/ Daniel Weirich
Chief Financial Officer and Secretary
August 8, 2014
Daniel Weirich
(Principal Financial and Accounting Officer)
/s/ Guy L. Hecker, Jr.
Director
August 8, 2014
Guy L. Hecker, Jr.
/s/ Eric Salzman
Director
August 8, 2014
Eric Salzman
/s/ Ian Potter
Director
August 8, 2014
Ian Potter
/s/ Jaswinder Pal Singh
Director
August 8, 2014
Jaswinder Pal Singh
/s/ Vladimir Jacimovic
Director
August 8, 2014
Vladimir Jacimovic
EXHIBIT INDEX
Exhibit
Description
5.1
Opinion of Pillsbury Winthrop Shaw Pittman LLP.
10.19
8x8, Inc. Amended and Restated 2012 Equity Incentive Plan
10.20 (1)
Form of Stock Option Agreement under the Amended and Restated 2012 Equity Incentive Plan
10.21 (2)
Form of Notice of Grant of Restricted Stock Unit Award and Agreement under the Amended and Restated 2012 Equity Incentive Plan
23.1
Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).
23.2
Consent of Independent Registered Public Accounting Firm.
24.1
Power of Attorney (included in signature pages to this registration statement).
_________________
(1) Incorporated by reference to Exhibit 10.20 to the Registrant's Form S-8 filed with the SEC on August 28, 2012 (File No. 333-183597).
(2) Incorporated by reference to Exhibit 10.21 to the Registrant's Form S-8 filed with the SEC on August 28, 2012 (File No. 333-183597).