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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2013
Commission file number 000-21783
(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)
2125 O’Nel Drive
San Jose, CA 95131
(Address of Principal Executive Offices including Zip Code)
(408) 727-1885
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
COMMON STOCK, PAR VALUE $.001 PER SHARE NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). YES NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this
Form 10-K. 
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
definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer  Non-accelerated filer 
(Do not check if a smaller reporting company)
Smaller reporting company 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes No
Based on the closing sale price of the Registrant's common stock on the NASDAQ Capital Market System on September 30, 2012, the aggregate market value
of the voting stock held by non-affiliates of the Registrant was $420,764,160. For purposes of this disclosure, shares of common stock held by persons who
hold more than 5% of the outstanding shares of common stock and shares held by officers and directors of the Registrant have been excluded because such
persons may be deemed to be affiliates. The determination of affiliate status for this purpose is not necessarily a conclusive determination for any other
purpose.
The number of shares of the Registrant's common stock outstanding as of May 20, 2013 was 72,139,169.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the Proxy Statement to be filed within 120 days of March 31, 2013 for the
2013 Annual Meeting of Stockholders.

Table of contents

  • Page 1
    ..., CA 95131 (Address of Principal Executive Offices including Zip Code) (408) 727-1885 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered Title of each class COMMON STOCK, PAR VALUE $.001 PER SHARE...

  • Page 2
    8X8, INC. INDEX TO ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2013 Part I. Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Part II. Item 5. Item... Fees and Services 71 72 72 72 72 Market for Registrant's Common Stock and Related Security Holder Matters and Issuer Purchases of Equity ...

  • Page 3
    ...tone, long distance and all of the business class features typically associated with a traditional business phone system or PBX. Each business customer subscribes to a number of various lines and services (e.g. physical phone extensions, virtual extensions, fax lines, toll free numbers, receptionist...

  • Page 4
    ...such as video communications, that the network was not originally designed to accommodate. Until recently, traditional telephone companies have avoided the use of packet-switched networks for transmitting voice calls due to the potential for poor sound quality attributable to latency issues (delays...

  • Page 5
    ...of these underlying packet-switched networks. As broadband connectivity, including fiber lines, cable modem and digital subscriber line ("DSL"), has become more available and less expensive, it is now possible for service providers like 8x8 to offer SaaS applications such as voice and video that run...

  • Page 6
    ... rates; Unlimited 8x8 extension-to-extension dialing anywhere in the world; Direct Inward Dial ("DID") phone number with any desired area code for each extension; Conference bridge, 3-way calling, music on hold, call park/pick-up, call transfer, hunt groups, and do not disturb; Business-class voice...

  • Page 7
    ...and video meetings; Virtual Office Mobile extension - to place and receive VoIP calls and access common Virtual Office services and functions from an iPhone/iPod Touch/iPad/Android mobile handset; Fax - enables users to send and receive unlimited faxes using either a separate phone number for fax or...

  • Page 8
    ... an Internet telephony device, the outgoing packets (representing a voice and/or video call initiated by an 8x8 subscriber) are sent to one of our partner telecommunications carriers, where the call is transferred to the PSTN and directed to a regular telephone anywhere in the world. Our billing and...

  • Page 9
    ..., support of new customer premise equipment, new unified services and the enhancement of existing products and services that are essential to our success. We currently employ approximately 50 individuals in research, development and engineering activities in our facilities in San Jose, California as...

  • Page 10
    ... intellectual property rights. Moreover, the VoIP service provider community has historically been a target of patent holders. There is a risk that we...parties. These licenses are on standard commercial terms made generally available by the companies providing the licenses. To date, the cost and terms...

  • Page 11
    ... companies, cable companies, competitive local exchange carriers, alternative voice communication providers and independent VoIP providers. In addition, our customers are not subject to long-term contractual commitments to purchase our services and can terminate our service and switch to competitors...

  • Page 12
    ...success of our voice and video communications services depends, among other things, upon future demand for VoIP telephony systems and services. Because the use of our service requires that the user be a subscriber of an existing broadband Internet service, usually provided through a cable or digital...

  • Page 13
    ... that have significant and increasing market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies and mobile communications companies. Some of these providers offer products and services that directly compete with our own offerings, which...

  • Page 14
    ... network service providers to originate and terminate substantially all of our public switched telephone network calls. We leverage the infrastructure of third party network service providers to provide telephone numbers, PSTN call termination and origination services, and local number portability...

  • Page 15
    ...Require us to replace existing equipment or add redundant facilities; ï,· Affect our reputation as a reliable provider of hosting services; ï,· Cause existing customers to cancel or elect to not renew their contracts; or ï,· Make it more difficult for us to attract new customers. Any of these events...

  • Page 16
    ... suffer if our network suppliers increased the prices for their services and we were unable to pass along the increased costs to our customers. We depend on contract manufacturers to manufacture substantially all of our products and third party vendors for IP phones, and any delay or interruption in...

  • Page 17
    ... support new versions of our products. We must comply with certain federal, state and local requirements regarding how we interact with our customers, including marketing practices, consumer protection, privacy, and billing issues, the provision of 9-1-1 emergency service and the quality of service...

  • Page 18
    ...that we are required to register as a telecommunications provider in that country. In such case, our failure to do so could subject us to fines or penalties. In addition, some countries are considering subjecting VoIP services to the regulations applied to traditional telephone companies. Regulatory...

  • Page 19
    ...unable to provide E-911 service as described above are supported by a national call center that is run by a third party provider and operates 24 hours per day, seven days per week. These operators still receive the customer's registered service location and phone number automatically, and coordinate...

  • Page 20
    ... seeking comment on a number of issues including (i) whether to apply the FCC's E-911 rules to "outbound-only" interconnected VoIP services (i.e., services that support placing calls to the PSTN); (ii) whether to adopt rules requiring all interconnected VoIP service to automatically provide location...

  • Page 21
    ...masked in ways that impede billing for such traffic. The FCC's new rules require, among other things, interconnected VoIP providers, like us, that originate interstate or intrastate traffic destined for the PSTN, to transmit the telephone number associated with the calling party to the next provider...

  • Page 22
    ... IP-to-IP interconnection from incumbent local telephone companies for the transmission and routing of tw telecom's facilities-based VoIP services and for voice services that originate and terminate in Time Division Multiplexing format but are converted to IP format for transport (referred to by...

  • Page 23
    ..."). The FCC requires providers of interconnected VoIP services to comply with its customer proprietary network information, or CPNI, rules. CPNI includes information such as the phone numbers called by a consumer, the frequency, duration, and timing of such calls, and any services/features purchased...

  • Page 24
    ... web site, fraudulent activities of our users, or the failure of third party vendors to deliver credit card transaction processing services. A fundamental requirement for operating an Internet-based, worldwide voice and video communications service and electronically billing our 8x8 customers is the...

  • Page 25
    ... or on one set of servers, we have the ability to provide continuity of service. We actively monitor our network for cyber threats and implement protective measures periodically. We conduct vulnerability assessments and penetration testing and engage in remedial action based on such assessments...

  • Page 26
    ... basis just to maintain our existing level of customers and revenues. As a result, marketing expenditures are an ongoing requirement of our business. If our churn rate increases, we will have to acquire even more new customers in order to maintain our existing revenues. We incur significant costs to...

  • Page 27
    ... of technical innovations; future legislation or regulation of the Internet and/or VoIP; loss of key personnel; new entrants into the VOIP service marketplace, including cable and incumbent telephone companies and other wellcapitalized competitors; ï,· new products or new contracts by us...

  • Page 28
    ... explaining that there is a substantial new question of patentability, based on four separate grounds, affecting each claim of the patent which is the basis for the complaint filed against the Company. On March 26, 2013, the USPTO issued a first Office Action in the Reexamination, with all claims...

  • Page 29
    ... our equity compensation plans. The graph below shows the cumulative total stockholder return over a five year period assuming the investment of $100 on March 31, 2008 in each of 8x8's common stock, the NASDAQ Composite Index and the NASDAQ Telecommunications Index. The graph is furnished, not filed...

  • Page 30
    ...and 8x8 Cloud-Based Computing solutions. As of March 31, 2013, we had more than 32,500 business customers. Each business customer subscribes to a number of various lines and services (e.g. physical phone extensions, contact center seats, virtual extensions, fax lines, toll free numbers, receptionist...

  • Page 31
    ... the terms of our typical subscription agreement, new customers can terminate their service within 30 days of order placement and receive a full refund of fees previously paid. We have determined that we have sufficient history of subscriber conduct to make a reasonable estimate of cancellations...

  • Page 32
    ...requests from several state, municipal and 9-1-1 taxing agencies seeking payment of taxes that are applied to or collected from the customers of providers of traditional public switched telephone network services. We recorded no expense for the years ended March 31, 2013, 2012 and 2011 for estimated...

  • Page 33
    ... requisite service period (generally the vesting period of the equity grant), net of estimated forfeitures. Stock-based compensation expense recognized in the Consolidated Statements of Income for fiscal 2013, 2012 and 2011, was measured based on ASC 718 criteria. Compensation expense for all share...

  • Page 34
    ... services per new business customer (3) Business subscriber acquisition cost per service (4) Total business customers (5) Average number of subscribed services per business customer (6) Business customer average monthly service revenue per customer (7) Business customer churn (less cancellations...

  • Page 35
    ... business service subscriber base. Our business service subscriber base grew from approximately 28,500 customers at the end of fiscal 2012 to approximately 32,500 customers on March 31, 2013. The increase was partially offset by a decrease in customers of our residential services. These changes were...

  • Page 36
    ... in third party network service expenses, a $1.1 million increase in payroll and related expenses, a $0.4 million increase in consultant and outside service expenses, a $0.4 million increase in amortization expense due to intangibles acquired in the acquisitions of Contactual, Inc. and Zerigo, Inc...

  • Page 37
    ...March 31, 2013 2012 2011 ...-Year Change 2012 to 2013 2011 ...2013...party sales commissions, $0.3 million increase in sales promotion expenses, a $0.3 million increase in bad debt expense, a $0.2 million increase in amortization expense due to intangibles acquired in acquisitions...service... card processing fees...

  • Page 38
    ... partially offset by $0.1 million reduction in sales, property and franchise taxes due to settlement and release of outstanding state sales tax audit. GAIN ON PATENT SALE Years Ended March 31, Year-over-Year Change 2012 to 2013 2011 to 2012 2013 2012 2011 (dollar amounts in thousands) $ (12,965 12...

  • Page 39
    ... 167 $ 0.2% N/A $ (167) -100.0% Year-over-Year Change 2012 to 2013 2011 to 2012 In connection with the sale of shares of our common stock in fiscal 2005 and 2006, we issued warrants in three different equity financings. The income on change in fair value of the warrant liability in fiscal 2011 is...

  • Page 40
    ... due to issuance of common stock under our employee stock purchase plan and the issuance of shares related to the exercise of options. The cash provided by financing activities in fiscal 2013 was partially offset by $0.5 million due to repurchase of restricted shares and payment of capital leases...

  • Page 41
    ... 11,299 Purchase obligations Third party customer support provider 2,158 2,158 Third party network service providers 2,091 1,579 52 3,722 Open purchase orders 48 48 $ 5,897 $ 3,225 $ 1,733 $ 1,724 $ 4,698 $ 17,277 We lease our headquarters facility in San Jose, California under an operating lease...

  • Page 42
    ...FINANCIAL STATEMENTS: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at March 31, 2013 and 2012 ... ended March 31, 2013 Consolidated Statements of Stockholders' Equity for each of the three years in the period ended March 31, 2013 Consolidated Statements of Cash...

  • Page 43
    ... Registered Public Accounting Firm The Board of Directors and Stockholders 8x8, Inc. We have audited the accompanying consolidated balance sheets of 8x8, Inc. (the Company), as of March 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, stockholders' equity...

  • Page 44
    ... taxes Deferred revenue Other accrued liabilities Total current liabilities Non-current liabilities Total liabilities Commitments and contingencies (Note 4) Stockholders' equity: Preferred stock, $0.001 par value: Authorized: 5,000,000 shares; Issued and outstanding: no shares at March 31, 2013...

  • Page 45
    ... from operations Other income (loss), net Income on change in fair value of warrant liability Income before provision (benefit) for income taxes Provision (benefit) for income taxes Net income Net income per share: Basic Diluted Weighted average number of shares: Basic Diluted 71,390 74,700 66,413...

  • Page 46
    8X8, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (IN THOUSANDS) Years Ended March 31, 2013 Net income Other comprehensive income (loss), net of tax Unrealized gain (loss) on investments in securities Comprehensive income $ 22 13,961 $ 15 69,243 $ (73) 6,421 $ 13,939 $ 2012 69,228 $ 2011 6,...

  • Page 47
    ... at March 31, 2011 Issuance of common stock under stock plans Issuance of common stock for acquisition of businesses, net of issuance costs Repurchase of common stock Buyback of employee stock options and stock purchase rights Stock compensation charge Unrealized investment gain Net income Balance...

  • Page 48
    ... provided by operating activities: Depreciation Amortization Stock-based compensation expense Tax benefit from stock-based compensation Change in fair value of warrant liability Deferred income tax expense (benefit) Other Changes in assets and liabilities: Accounts receivable Inventory Other current...

  • Page 49
    ... services under the 8x8 brand. As of March 31, 2013, the Company had more than 32,500 business customers. Each business customer subscribes to a number of various lines and services (e.g. physical phone extensions, contact center seats, virtual extensions, fax lines, toll free numbers, receptionist...

  • Page 50
    ... understood by users. Under the terms of the Company's typical subscription agreement, new customers can terminate their service within 30 days of order placement and receive a full refund of fees previously paid. The Company has determined that it has sufficient history of subscriber conduct to...

  • Page 51
    ... comprised of money market and mutual funds. At March 31, 2013 and 2012, all investments were classified as available-for-sale and reported at fair value, based upon quoted market prices, with unrealized gains and losses, net of related tax, if any, included in other comprehensive loss and disclosed...

  • Page 52
    ..., but are annually tested for impairment and more often if there is an indicator of impairment. Intangible assets with finite useful lives are amortized on a straight-line basis over the periods benefited. The Company reviews the recoverability of its long-lived assets when events or changes in...

  • Page 53
    ... experience adjusted for any specific requirements. WARRANT LIABILITY The Company accounts for issued warrants in accordance with ASC 480-10 which requires warrants to be classified as permanent equity, temporary equity or as assets or liabilities. The Company previously had two outstanding warrants...

  • Page 54
    ..., 2013, 2012 and 2011, respectively. SUBSCRIBER ACQUISITION COSTS Subscriber acquisition costs are expensed as incurred and include the advertising, marketing, promotions, commissions, rebates and equipment subsidy costs associated with the Company's efforts to acquire new subscribers. INCOME TAXES...

  • Page 55
    ...bid yields on actively traded U.S. treasury securities in the over-the-counter market for the expected term equal to the expected term of the option. The dividend yield assumption is based on the Company's history and expectation of future dividend payout. Stock-based compensation expense recognized...

  • Page 56
    ... of ASU 2013-02 will have a material impact on the Company's consolidated results of operation and financial condition. DEFERRED RENT In April 2012, the Company entered into an 87-month lease agreement for its new headquarters. Under the terms of the lease agreement the Company received a three...

  • Page 57
    ...-line basis over the life of the lease as a reduction to rent expense. In the second quarter of fiscal 2013, the Company received a $1.7 million allowance for reimbursement for the cost of tenant improvements that the Company included in cash flows from operating activities. At March 31, 2013...

  • Page 58
    ... $65.0 million, respectively. The Company's state income taxes payable have been reduced by the tax benefits associated with employee stock option transactions. These benefits, credited directly to stockholders' equity, amounted to $49,000 for the year ended March 31, 2013 and $0 for the year ended...

  • Page 59
    ... 31, 2013, the company had a liability for unrecognized tax benefits of $3.0 million, all of which, if recognized, would affect the company's effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company files U.S. federal...

  • Page 60
    ... fair value by requiring that the most observable...directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; quoted...2013 and 2012 (in thousands): Quoted Prices in Active Markets for Identical Assets (Level 1) Cash equivalents: Money market funds Short-term...

  • Page 61
    ... (in thousands): 2013 Balance at beginning of year Accruals for warranties Payments Balance at end of year $ Years Ended March 31, 2012 387 $ 3 62 $ 611 4 96 (546) (4 71) 452 $ 3 87 $ 2011 331 446 (415) 362 $ Leases The Company leases its headquarters facility in San Jose, California under an...

  • Page 62
    ...Party Network Service Provider Commitments The Company entered into contracts with multiple vendors for third party network service providers which expire on various dates in fiscal 2014 through 2016. At March 31, 2013, future minimum annual payments under these third party network service contracts...

  • Page 63
    ... April 4, 2013. This case been transferred accordingly. The Company has not answered the complaint. The Company cannot estimate potential liability in this case at this early stage of litigation. State and Municipal Taxes From time to time, the Company has received inquiries from a number of state...

  • Page 64
    ... Plan (the "2003 Contactual Plan") and registered an aggregate of 171,974 shares of the Company's common stock that may be issued upon the exercise of stock options previously granted under the 2003 Contactual Plan and assumed by the Company when it acquired Contactual. No new stock options or other...

  • Page 65
    ...00 2.61 2.52 Restricted Stock Unit activity since June 22, 2012 is summarized as follows: Weighted Average Weighted Number of Shares Balance at June 22, 2012 Granted Vested Forfeited Balance at March 31, 2013 25,000 25,000 $ $ Average Purchase Price 2.47 Remaining Contractual Term (in Years) 63

  • Page 66
    ... to options outstanding includes 171,974 shares subject to options assumed under the 2003 Contactual Plan. Significant option groups outstanding at March 31, 2013 and related weighted average exercise price and contractual life information for 8x8, Inc.'s stock option plans are as follows: Options...

  • Page 67
    ...,501 shares, respectively, were issued under the Employee Stock Purchase Plan. In May 2006, the Company's board of directors approved a ten-year extension of the Employee Stock Purchase Plan. Stockholders approved a ten-year extension of the Employee Stock Purchase Plan at the 2006 Annual Meeting of...

  • Page 68
    ... repurchase plan. In fiscal 2013, the Company also withheld 73,751 shares related to net share settlement of restricted stock awards with a total price of $0.4 million. 6. EMPLOYEE BENEFIT PLAN 401(k) Savings Plan In April 1991, the Company adopted a 401(k) savings plan (the "Savings Plan") covering...

  • Page 69
    ... agreement with Zerigo, Inc. ("Zerigo"), a provider of cloud services pursuant to which the Company acquired 100% of the outstanding stock of Zerigo from its sole shareholder. Under the terms of the agreement, the Company paid the selling shareholder $750,000 in cash and issued 207,756 shares of its...

  • Page 70
    ... the Company and Contactual. The Company issued a total of 6,484,900 shares of common stock as acquisition consideration. This figure reflects a 215,100 share reduction related to 8x8's agreement to pay statutory tax withholding on behalf of five former Contactual executives under the terms of...

  • Page 71
    ... INVESTMENT In April 2010, the Company invested $250,000 cash, transferred its wholly-owned French research and development subsidiary, 8x8 Europe SARL, and granted a non-exclusive license to certain 8x8 technology, to Stonyfish, a privately-held company in Los Altos, California in exchange for a 17...

  • Page 72
    8X8, INC. CONSOLIDATED QUARTERLY FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) QUARTER ENDED March 31, 2013 Dec. 31, 2012 Sept. 30, 2012 June 30, 2012 March 31, 2012 Dec. 31, 2011 Sept. 30, 2011 June 30, 2011 Service revenue Product revenue Total revenue Operating expenses: ...

  • Page 73
    ... will file its definitive Proxy Statement for its Annual Meeting of Stockholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after the end of the fiscal year covered by this Report, and certain information included in the 2013 Proxy...

  • Page 74
    ... Item 8. (a)(3) Exhibits. The documents listed on the Exhibit Index appearing in this Report are filed herewith or hereby incorporated by reference. Copies of the exhibits listed in the Exhibit Index will be furnished, upon request, to holders or beneficial owners of the Company's common stock. 72

  • Page 75
    ...San Jose, State of California, on May 28, 2013. 8X8, INC. By: /s/ BRYAN R. MARTIN Bryan R. Martin, Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears... requirements of the Securities and Exchange Act of 1934, this Report ...

  • Page 76
    ... letter agreement between 8x8, Inc. and Kim Niederman dated February 3, 2011 Annual Executive Incentive Plan. Amended and Restated Contactual, Inc. 2003 Stock Option Plan Form of Stock Option Agreement under the Amended and Restated Contactual, Inc. 2003 Stock Option Plan 2012 Equity Incentive Plan...

  • Page 77
    ... 2.1 to the RegistrantÂ's Form 8-K filed September 14, 2011 (File No. 000-21783). Incorporated by reference to exhibit 3.2 to the RegistrantÂ's Report on Form 8-K filed December 19, 2007 (File No. 00021783). Incorporated by reference to the same numbered exhibits to the Registrant's Registration...

  • Page 78
    ... IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "8X8, INC.", FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF AUGUST, A.D. 2012, AT 2:21 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 2676673 8100 /s/ Jeffrey W. Bullock...

  • Page 79
    ...corporation is 8x8, Inc. (the "Corporation"). ARTICLE II The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III...

  • Page 80
    ...such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. Each share of Preferred Stock issued by the Corporation, if reacquired by the Corporation (whether by redemption, repurchase, conversion to Common Stock or other means), shall upon...

  • Page 81
    ...powers conferred...or threatened to be made a party to an action or proceeding, whether criminal, civil...of this Corporation's Certificate of Incorporation inconsistent with this Article VIII...sole remaining director. ARTICLE XI Advance notice of new business and stockholder nominations for the election of...

  • Page 82
    ...conferred upon stockholders herein are granted subject to this reservation. * * * THIRD: That the foregoing amendment and restatement was approved at an annual meeting of stockholders by the holders of the requisite number of shares... Restated Certificate of Incorporation has been executed by a duly ...

  • Page 83
    SUBSIDIARIES OF REGISTRANT Name Netergy Microelectronics, Inc. Visit, Inc. Central Host, Inc. Contactual, Inc. Zerigo, Inc. Jurisdiction of Incorporation California, USA California, USA California, USA Delaware, USA Colorado, USA

  • Page 84
    ...our report dated May 28, 2013, relating to the consolidated financial statements of 8x8, Inc., and the effectiveness of internal control over financial reporting of 8x8, Inc., appearing in this Annual Report (Form 10-K) for the year ended March 31, 2013. /s/ Moss Adams LLP San Francisco, California...

  • Page 85
    ...period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that...

  • Page 86
    ...period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that...

  • Page 87
    ... In connection with the Annual Report on Form 10-K of 8x8, Inc. (the "Company") for the year ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bryan R. Martin, Chairman and Chief Executive Officer of the Company, hereby certify, pursuant...

  • Page 88
    ... OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of 8x8, Inc. (the "Company") for the year ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel Weirich, Chief Financial Officer and Secretary of the...