As filed with the Securities and Exchange Commission on August 4, 2025
Registration No. 333- _____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | S-8 | ||||||||||
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
8x8, INC.
(Exact name of Registrant as Specified in its Charter)
(Exact name of Registrant as Specified in its Charter)
| Delaware | 77-0142404 | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |||||||
675 Creekside Way
Campbell, CA 95008
(Address of principal executive offices) | ||
(408) 727-1885
(Registrant's telephone number, including area code) | ||
8x8, Inc. Amended and Restated 2022 Equity Incentive Plan
8x8, Inc. Amended and Restated 2017 New Employee Inducement Incentive Plan
8x8, Inc. Amended and Restated 1996 Employee Stock Purchase Plan
(Full Title of the Plans)
Laurence Denny
Secretary and Chief Legal Officer
8x8, Inc.
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 | ☐ | 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 on Form S-8 (this "Registration Statement") is being filed by 8x8, Inc. (the “Registrant”) to register (i) an additional 8,500,000 shares of its common stock, $0.001 par value per share (the “Common Stock”), under the Registrant’s Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) and an additional 6,000,000 shares of Common Stock under the Registrant’s Amended and Restated 1996 Employee Stock Purchase Plan, in each case, pursuant to amendments to the respective plans authorized and approved by the stockholders of the Registrant on July 25, 2025 and (ii) up to an additional 1,000,000 shares of Common Stock under the Registrant's Amended and Restated 2017 New Employee Inducement Incentive Plan (the "2017 Inducement Plan"), and up to an additional 5,000,000 shares of Common Stock under the 2022 Plan, in each case, to account for shares of Common Stock that have been granted or may be granted and are subsequently cancelled prior to issuance and will be re-issuable to eligible individuals under the 2022 Plan and the 2017 Inducement Plan, respectively.
This Registration Statement hereby incorporates by reference the contents of the Registrant’s applicable previous registration statements on Form S-8 filed with the Securities and Exchange Commission (the "SEC") (File Nos. 333-30943, 333-50519, 333-15627, 333-66296, 333-90172, 333-118642, 333-126337, 333-137599, 333-189452, 333-196275, 333-204583, 333-212163, 333-218472, 333-221290, 333-225388, 333-231670, 333-238572, 333-249757, 333-251489, 333-262510, 333-266171, 333-272218, 333-276829, 333-281756, and 333-284709). Collectively, all prior registration statements referenced above are referred to herein as 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, 2025, filed with the SEC on May 22, 2025, including the portions of the Registrant’s proxy statement for the 2025 annual meeting of stockholders, filed with the SEC on June 13, 2025, incorporated by reference in Part III of the 2025 Annual Report on Form 10-K;
2.The Registrant’s Current Reports on Form 8-K filed with the SEC on June 5, 2025, July 29, 2025 and August 4, 2025 (but not any Item 2.02 or Exhibit 99.1 of such filing, which were furnished under applicable SEC rules rather than filed); and
3.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, 2025, filed with the SEC on May 22, 2025.
In addition, all documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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
10.3 8x8, Inc. Amended and Restated 2017 New Employee Inducement Incentive Plan (incorporated by reference to Exhibit 10.1 to Form S-8 filed on February 5, 2025)
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)
107 Calculation of Filing Fee Table
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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 4th day of August 2025.
8x8, Inc.
By: /s/ Samuel Wilson
Samuel Wilson
Chief Executive Officer
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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 | Title | Date | ||||||
/s/ Samuel Wilson Samuel Wilson | Chief Executive Officer and Director (Principal Executive Officer and Director) | August 4, 2025 | ||||||
/s/ Kevin Kraus Kevin Kraus | Chief Financial Officer (Principal Financial Officer) | August 4, 2025 | ||||||
/s/ Jaswinder Pal Singh Jaswinder Pal Singh | Chairman and Director | August 4, 2025 | ||||||
/s/ Monique Bonner Monique Bonner | Director | August 4, 2025 | ||||||
/s/ Andrew Burton Andrew Burton | Director | August 4, 2025 | ||||||
/s/ Todd Ford Todd Ford | Director | August 4, 2025 | ||||||
/s/ Alison Gleeson Alison Gleeson | Director | August 4, 2025 | ||||||
/s/ John Pagliuca John Pagliuca | Director | August 4, 2025 | ||||||
/s/ Elizabeth Theophille Elizabeth Theophille | Director | August 4, 2025 | ||||||
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