1 As filed with the Securities and Exchange Commission on July 30, 2001 Registration No. 333-41594 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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 (I.R.S. Employer incorporation or organization) Identification Number) 2445 Mission College Blvd. Santa Clara, California 95054 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------- UFORCE COMPANY - SOCIETE UFORCE AMENDED AND RESTATED 1999 STOCK OPTION PLAN (Full title of the plans) ---------- David M. Stoll Chief Financial Officer 8x8, Inc. 2445 Mission College Blvd. Santa Clara, California 95054 (408) 727-1885 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------- Copy to: John T. Sheridan, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 ================================================================================
2 On July 17, 2000, 8x8, Inc. (the "Company") filed a registration statement on Form S-8 (File No. 333-41594) (the "Registration Statement") covering 1,023,898 shares of the Company's Common Stock to be sold by certain stockholders of the Company under the UForce Company - Societe UForce Amended and Restated 1999 Stock Option Plan (the "Plan"). In accordance with the undertaking contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K under the Securities Act, the Registrant respectfully requests that the Securities and Exchange Commission (the "Commission") remove from registration the 1,023,898 shares which remain unsold under the Registration Statement. The Company is requesting the removal from registration of these shares as there are no longer options outstanding under the Plan and the Plan has been terminated. Accordingly, the Company hereby de-registers the 1,023,898 shares of its Common Stock registered pursuant to the Registration Statement remaining unsold thereunder.
3 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto, duly authorized, in the City of Santa Clara, State of California, on July 30, 2001. 8X8, INC. By: /s/ David M. Stoll ------------------------------------ David M. Stoll, Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joe Parkinson and David M. Stoll jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, 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 below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ Joe Parkinson Chairman of the Board and July 30, 2001 ----------------------------------- Chief Executive Officer Joe Parkinson (Principal Executive Officer) /s/ David M. Stoll Chief Financial Officer and July 30, 2001 ----------------------------------- Vice President, Finance David M. Stoll (Principal Financial and Accounting Officer) /s/ Bryan R. Martin President, Chief Operating July 30, 2001 ----------------------------------- Officer and Director Bryan R. Martin /s/ Bernd Girod Director July 30, 2001 ----------------------------------- Bernd Girod /s/ Guy L. Hecker, Jr. Director July 30, 2001 ----------------------------------- Guy L. Hecker, Jr. Director ----------------------------------- Christos Lagomichos /s/ William Tai Director July 30, 2001 ----------------------------------- William Tai II-2