content: <PAGE>
  
  ================================================================================
  
  
                        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
  
                                  August 8, 2000
  
                 Date of report (date of earliest event reported)
  
                                __________________
                         eGAIN COMMUNICATIONS CORPORATION
              (Exact name of registrant as specified in its charter)
  
                                  _______________
  
         Delaware                     0-30260                    77-0466366
  (State of Incorporation)    (Commission File Number)    (I.R.S. Employer
                                                               Identification No.)
  
                                  _______________
  
  
  
                 455 W. Maude Avenue, Sunnyvale, California  94086
            (Address of principal executive offices, including zip code)
  
                                   (408) 212-3400
                (Registrant's telephone number, including area code)
  
  
                                 __________________
  
  
  
  ================================================================================
  <PAGE>
  
  Item 5.  Other Events
  
    On August 8, 2000, eGain Communications Corporation entered into a Securities
  Purchase Agreement providing for the issuance and sale of  (i) an aggregate of
  35.11 shares of its 6.75% Series A Cumulative Convertible Preferred Stock (the
  "Series A Preferred Stock"), and (ii) an aggregate of 849.89 shares of its of
  6.75% Series B Cumulative Convertible Preferred Stock (the `Series B Preferred
  Stock") in a private placement.  The Company estimates that the net proceeds of
  the offering, after expenses, will be approximately $82.8 million.
  
    The Series A Preferred Stock is subject to the terms and conditions of the
  Certificate of Designation of 6.75% Series A Cumulative Convertible Preferred
  Stock attached hereto as Exhibit 3(i)(a). The Series B Preferred Stock is
  subject to the terms and conditions of the Certificate of Designation of 6.75%
  Series B Cumulative Convertible Preferred Stock attached hereto as Exhibit
  3(i)(b) and is convertible into shares of Series A Preferred Stock or shares of
  Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock")
  depending upon whether the Company obtains stockholder approval, as further
  described in the attached Certificate of Designation of 6.75% Series B
  Cumulative Convertible Preferred Stock. Should shares of Series B Preferred
  Stock convert into shares of Series C Preferred Stock, the Series C Preferred
  Stock is subject to the terms and conditions of the Certificate of Designation
  of Series C Cumulative Redeemable Preferred Stock attached hereto as Exhibit
  3(i)(c).
  
    In addition, investors will receive warrants to purchase approximately 3.8
  million shares of common stock at an exercise price of $9.2517 per share (the
  "Warrants"), which price is subject to adjustment as set forth in the Form of
  Common Stock Warrants attached hereto as Exhibit 4.1. In addition, the Company
  has agreed to prepare and file with the Securities and Exchange Commission a
  registration statement covering the resale of the shares of Common Stock
  issuable upon the conversion of the Series A Preferred Stock and the exercise of
  the related Warrants and the shares of Series C Preferred Stock issuable upon
  the conversion of the Series B Preferred Stock pursuant to the terms of a
  Registration Rights Agreement attached hereto as Exhibit 10.2. The terms of the
  private placement and the closing details are more fully set forth in the
  Securities Purchase Agreement attached hereto as Exhibit 10.1.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
  
           (a)        Financial Statements.
  
                      Not applicable.
  
           (b)        Pro Forma Financial Information.
  
                      Not applicable.
  
           (c)        Exhibits:
  
  <TABLE>
  <CAPTION>
                      Exhibit Number                                             Description
                      --------------  -------------------------------------------------------------------------------------
                      <C>             <S>
                             3(i)(a)  Certificate of Designation of 6.75% Series A Cumulative Convertible Preferred
                                      Stock
  
                             3(i)(b)  Certificate of Designation of 6.75% Series B Cumulative Convertible Preferred
                                      Stock
  
                             3(i)(c)  Certificate of Designation of Series C Cumulative Redeemable Preferred Stock
  
                             4.1      Form of Common Stock Purchase Warrant
  
                            10.1      Securities Purchase Agreement
  </TABLE>
  
                                         1
  <PAGE>
  
                            10.2      Registration Rights Agreement
  
                                         2
  <PAGE>
  
                                    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.
  
                                          eGAIN COMMUNICATIONS CORPORATION
  
  
                                          By:    /s/ Harpreet Grewal
                                             -----------------------------
                                                    Harpreet Grewal
                                                Chief Financial Officer
  
  Date: August 15, 2000
  
                                         3
  <PAGE>
  
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
                      Exhibit Number                                             Description
                      --------------  -------------------------------------------------------------------------------------
                      <C>             <S>
                             3(i)(a)  Certificate of Designation of 6.75% Series A Cumulative Convertible Preferred Stock
  
                             3(i)(b)  Certificate of Designation of 6.75% Series B Cumulative Convertible Preferred Stock
  
                             3(i)(c)  Certificate of Designation of Series C Cumulative Redeemable Preferred Stock
  
                             4.1      Form of Common Stock Purchase Warrant
  
                            10.1      Securities Purchase Agreement
  
                            10.2      Registration Rights Agreement
  
  </TABLE>
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6847}]
metadata_filer: {"company-data": {"conformed-name": "EGAIN COMMUNICATIONS CORP", "cik": "0001066194", "assigned-sic": "7372", "irs-number": "770466366", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30260", "film-number": "703597"}, "business-address": {"street1": "455 W MAUDE AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4082123400"}, "mail-address": {"street1": "455 W MAUDE AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
text: ================================================================================
  
                        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
  
                                  August 8, 2000
  
                 Date of report (date of earliest event reported)
  
                                __________________
                         eGAIN COMMUNICATIONS CORPORATION
              (Exact name of registrant as specified in its charter)
  
                                  _______________
  
         Delaware                     0-30260                    77-0466366
  (State of Incorporation)    (Commission File Number)    (I.R.S. Employer
                                                               Identification No.)
  
                                  _______________
  
                 455 W. Maude Avenue, Sunnyvale, California  94086
            (Address of principal executive offices, including zip code)
  
                                   (408) 212-3400
                (Registrant's telephone number, including area code)
  
                                 __________________
  
  ================================================================================
  Item 5.  Other Events
  
    On August 8, 2000, eGain Communications Corporation entered into a Securities
  Purchase Agreement providing for the issuance and sale of  (i) an aggregate of
  35.11 shares of its 6.75% Series A Cumulative Convertible Preferred Stock (the
  "Series A Preferred Stock"), and (ii) an aggregate of 849.89 shares of its of
  6.75% Series B Cumulative Convertible Preferred Stock (the `Series B Preferred
  Stock") in a private placement.  The Company estimates that the net proceeds of
  the offering, after expenses, will be approximately $82.8 million.
  
    The Series A Preferred Stock is subject to the terms and conditions of the
  Certificate of Designation of 6.75% Series A Cumulative Convertible Preferred
  Stock attached hereto as Exhibit 3(i)(a). The Series B Preferred Stock is
  subject to the terms and conditions of the Certificate of Designation of 6.75%
  Series B Cumulative Convertible Preferred Stock attached hereto as Exhibit
  3(i)(b) and is convertible into shares of Series A Preferred Stock or shares of
  Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock")
  depending upon whether the Company obtains stockholder approval, as further
  described in the attached Certificate of Designation of 6.75% Series B
  Cumulative Convertible Preferred Stock. Should shares of Series B Preferred
  Stock convert into shares of Series C Preferred Stock, the Series C Preferred
  Stock is subject to the terms and conditions of the Certificate of Designation
  of Series C Cumulative Redeemable Preferred Stock attached hereto as Exhibit
  3(i)(c).
  
    In addition, investors will receive warrants to purchase approximately 3.8
  million shares of common stock at an exercise price of $9.2517 per share (the
  "Warrants"), which price is subject to adjustment as set forth in the Form of
  Common Stock Warrants attached hereto as Exhibit 4.1. In addition, the Company
  has agreed to prepare and file with the Securities and Exchange Commission a
  registration statement covering the resale of the shares of Common Stock
  issuable upon the conversion of the Series A Preferred Stock and the exercise of
  the related Warrants and the shares of Series C Preferred Stock issuable upon
  the conversion of the Series B Preferred Stock pursuant to the terms of a
  Registration Rights Agreement attached hereto as Exhibit 10.2. The terms of the
  private placement and the closing details are more fully set forth in the
  Securities Purchase Agreement attached hereto as Exhibit 10.1.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
  
           (a)        Financial Statements.
  
                      Not applicable.
  
           (b)        Pro Forma Financial Information.
  
                      Not applicable.
  
           (c)        Exhibits:
  Exhibit Number                                             Description
                      --------------  -------------------------------------------------------------------------------------
  3(i)(a)  Certificate of Designation of 6.75% Series A Cumulative Convertible Preferred
                                      Stock
  
                             3(i)(b)  Certificate of Designation of 6.75% Series B Cumulative Convertible Preferred
                                      Stock
  
                             3(i)(c)  Certificate of Designation of Series C Cumulative Redeemable Preferred Stock
  
                             4.1      Form of Common Stock Purchase Warrant
  
                            10.1      Securities Purchase Agreement
  1
  10.2      Registration Rights Agreement
  
                                         2
  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.
  
                                          eGAIN COMMUNICATIONS CORPORATION
  
                                          By:    /s/ Harpreet Grewal
                                             -----------------------------
                                                    Harpreet Grewal
                                                Chief Financial Officer
  
  Date: August 15, 2000
  
                                         3
  INDEX TO EXHIBITS
  Exhibit Number                                             Description
                      --------------  -------------------------------------------------------------------------------------
  3(i)(a)  Certificate of Designation of 6.75% Series A Cumulative Convertible Preferred Stock
  
                             3(i)(b)  Certificate of Designation of 6.75% Series B Cumulative Convertible Preferred Stock
  
                             3(i)(c)  Certificate of Designation of Series C Cumulative Redeemable Preferred Stock
  
                             4.1      Form of Common Stock Purchase Warrant
  
                            10.1      Securities Purchase Agreement
  
                            10.2      Registration Rights Agreement
  4