8x8 2005 Annual Report Download - page 56

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2. COMMON STOCK OFFERINGS
In March 2005, the Company sold 6,897,618 shares of its common stock at $2.10 per share for aggregate proceeds
of approximately $14,500,000, before placement fees and other offering expenses. The shares issued in this
offering were issued under a shelf registration statement previously filed with the Securities and Exchange
Commission. The Company paid total cash fees of six percent of the gross proceeds to the placement agents, and
issued three year warrants to purchase 137,952 common shares at $2.10 per share. All of the warrants were
outstanding as of March 31, 2005.
In October 2004, the Company sold 3,508,772 shares of its common stock at $3.42 per share for aggregate proceeds
of approximately $12,000,000, before placement fees and other offering expenses. The purchaser also received a
five year warrant to purchase 1,403,509 shares of 8x8 common stock at an exercise price of $4.10 per share. The
shares issued in this offering were issued under a shelf registration statement previously filed with the Securities and
Exchange Commission. The Company paid total cash fees of six percent of the gross proceeds to the placement
agents, and issued three year warrants to purchase 175,438 common shares at $3.42 per share and 70,175 common
shares at $4.10 per share. All of the warrants were outstanding as of March 31, 2005.
In June 2004, the Company sold 4,800,000 shares of its common stock at $2.50 per share for aggregate proceeds of
approximately $12,000,000, before placement fees and other offering expenses. The purchaser also received a five
year warrant to purchase 1,920,000 shares of 8x8 common stock at an exercise price of $3.00 per share. The shares
issued in this offering were issued under a shelf registration statement previously filed with the Securities and
Exchange Commission. The Company paid total cash fees of six percent of the gross proceeds to the placement
agents, and issued three year warrants to purchase 240,000 common shares at $2.50 per share and 96,000 common
shares at $3.00 per share. All of the warrants were outstanding as of March 31, 2005.
In November 2003, the Company completed a private placement of 2,639,773 shares of common stock at $2.83 per
share for aggregate net proceeds of approximately $7 million. The investors also received common stock warrants
with terms of five years to purchase 1,860,055 shares at $3.40 and 779,718 shares at $3.61. In addition, the
investors were also granted certain preemptive rights that allow the investors to purchase additional shares of
common stock from the Company, in proportion to their ownership percentage, to the extent that shares of the
Company’s common stock are issued in connection with financing activities. The Company paid a five percent
cash fee and issued warrants to purchase 131,989 common shares at a price of $2.83 per share to its placement agent
in the transaction. As of March 31, 2005, 1,311,676 warrants with an exercise price of $3.40 per share and 770,597
warrants with an exercise price of $3.61 per share were outstanding. All of the warrants issued to the placement
agent were outstanding as of March 31, 2005.
In July 2003, the Company completed a private placement of 2,260,000 shares of common stock at $0.434 (the
average closing price for the five days prior to the sale) per share for aggregate net proceeds of $859,000. The
investors also received fully vested warrants with terms of five years to purchase 2,260,000 common shares at $0.60,
565,000 shares at $0.75 and 565,000 shares at $1.00. In addition, the investors were also granted certain preemptive
rights that allow the investors to purchase additional shares of common stock from the Company, in proportion to
their ownership percentage, to the extent that new shares of the Company’s common stock are issued in connection
with financing activities. The Company paid a five percent cash fee to its placement agent in the transaction. In
December 2003, all of the non-insider investors exercised their warrants using cashless exercise provisions, and as
of December 31, 2003 the preemptive rights had terminated. As a result of the cashless exercises, the Company
cancelled warrants to purchase 342,928 shares, and issued 2,882,072 shares of common stock for which it received
no proceeds. As of March 31, 2005, 70,000 warrants with an exercise price of $0.60 per share, 17,500 warrants
with an exercise price of $0.75 per share and 17,500 warrants with an exercise price of $1.00 per share were
outstanding.
3. SALE OF CENTILE EUROPE SA
On July 1, 2003, Centile, Inc. sold its European subsidiary, Centile Europe SA (Centile Europe), to Sunleigh
Investments Ltd., now Eurotel SAS (Eurotel), for a purchase price of 1,100,000 Euros or approximately $1,250,000.
Eurotel acquired substantially all the assets and liabilities of the business, and the Company was obligated to pay
certain liabilities incurred by Centile Europe prior to the closing date, which were not material. In addition, Eurotel
received a non-exclusive license to Centile’s IPBX technology, and also received exclusivity for the European
market for one year subsequent to the closing date. Correspondingly, Eurotel agreed that Centile, Inc. would have
exclusivity for the North American market for the same period. Under the acquisition agreement, Eurotel was