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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, 2010
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)
810 West Maude Avenue
Sunnyvale, CA 94085
(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
N
on-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, 2009, the aggregate market value
of the voting stock held by non-affiliates of the Registrant was $54,517,980. 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 24, 2010 was 63,575,488.
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, 2010 for the
2010 Annual Meeting of Stockholders.

Table of contents

  • Page 1
    ..., CA 94085 (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
    ... TO ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2010 Part I. Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Part II. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Part III. Item 10. Item 11. Item 12. Item 13. Item 14. Part IV. Item 15. Signatures Exhibits and...

  • Page 3
    ... over Internet Protocol) voice and video digital phone service, 8x8 Virtual Office hosted PBX service, 8x8 Complete Contact Center service, 8x8 Trunking service, 8x8 Hosted Key System service, 8x8 MobileTalk service, 8x8 Virtual Meeting web conferencing service and the 8x8 Virtual Office Pro unified...

  • Page 4
    ... with bundled voice mail, caller ID, call waiting, call waiting caller ID, call forwarding, hold, line-alternate, 3-way conferencing, web and voice-prompt access to account controls, and online billing. In addition, we offer videophones and video telephony software in conjunction with our service...

  • Page 5
    ...in providing new or differentiated services or functions, 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...

  • Page 6
    ... free number porting from the customer's previous service provider to 8x8. All 8x8 customers receive access to a variety of telephone features, including voice mail, caller ID, call forwarding, call waiting, 3-way calling, online account management and billing, international call blocking and caller...

  • Page 7
    ... 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 mail including email alerts and direct transfer to mailbox; Call waiting / Caller-ID...

  • Page 8
    ... make or receive calls without performing any network configuration or firewall manipulation. The 8x8 675xi IP phones also deliver enhanced equipment and service features including high definition HD audio, corporate directory display and lookup, intercom paging, shared line appearance and Power...

  • Page 9
    ...to web, audio and video meetings. iPhone Virtual Office Mobile extension - place and receive (VoIP) calls and access common Virtual Office services and functions from an iPhone/iPod Touch/iPad mobile handset Fax - enables users to send and receive unlimited faxes using either a separate phone number...

  • Page 10
    .... In addition, we have outsourced certain customer support activities to third parties. Customers who access our services directly through our web site receive customer service and technical support through multilingual telephone communication, web-based and "chat" sessions and e-mail support...

  • Page 11
    ... for the Eighth Circuit affirmed the FCC ruling. Recently, the FCC has stated that it is considering reclassifying the transmission component of broadband Internet access services as a telecommunications service but would only subject the service to specific regulations applicable to traditional...

  • Page 12
    ... agreement with Web Telephony, which filed a motion to dismiss the lawsuit on May 8, 2009. Also, on May 2, 2008, we received a letter from AT&T Intellectual Property, L.L.C. ("AT&T IP") expressing the belief that we must license a specified patent for use in our 8x8 broadband telephone service, as...

  • Page 13
    ... of broadband Internet services from broadband Internet service providers, telephone companies and cable companies must continue to invest in the deployment of high speed broadband networks to residential and business customers, over which we have no control. In addition, VoIP networks must...

  • Page 14
    ...products require significant bandwidth to work effectively. Currently, this access is provided by companies that have significant and increasing market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies and mobile communications companies...

  • Page 15
    ... 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 16
    ... our sales, lower our gross profits or decrease our market share. We also compete against established alternative voice communication providers and face competition from other large, wellcapitalized Internet companies that have recently launched or plan to launch VoIP-enabled services. In addition...

  • Page 17
    ... on acceptable terms, could force us to cease using such technology and offering products and services incorporating such technology. For example, on April 22, 2009, we were named as a defendant, along with Comcast, Microsoft, Avaya, Embarq, and Qwest, in a complaint filed by Web Telephony, LLC...

  • 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
    ... 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 connecting the caller...

  • Page 20
    ... with United States service addresses, and began charging those customers an additional $1.99 per month plus any applicable local 9-1-1 taxes and surcharges effective January 1, 2006. On November 28, 2005, we also modified the 8x8 account signup procedures to require service addresses to be entered...

  • Page 21
    ... such as the phone numbers called by a consumer, the frequency, duration, and timing of such calls, and any services/features purchased by the consumer, such as call waiting, call forwarding, and caller ID, in addition to other information that may appear on a consumer's bill. Under the FCC...

  • Page 22
    ..., transferring wireless telephone numbers among wireless service providers generally takes several hours, and transferring wireline telephone numbers among traditional wireline service providers generally takes a few days. The additional delay that we experience is due to our reliance on third party...

  • Page 23
    ... requirement for operating an Internet-based, worldwide voice and video communications service and electronically billing our 8x8 customers is the secure transmission of confidential information and media over public networks. Although we have developed systems and processes that are designed...

  • Page 24
    ..., 2010. Our churn rate could increase in the future if customers are not satisfied with our service. Other factors, including increased competition from other VoIP providers, alternative technologies, and adverse business conditions also influence our churn rate. Because of churn, we have to acquire...

  • Page 25
    ...that the Company will breach its obligation to deliver registered shares in the future (which we refer to as a "presumed breach"). The warrants will continue to be recorded as liabilities until such time as the warrants are exercised, expire or we and the warrant holders amend the applicable warrant...

  • Page 26
    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; new products or new contracts by us, our competitors or their customers; the ...

  • Page 27
    ..., results of operations or cash flows. On January 27, 2010, we were named a defendant in a lawsuit, Nikki Meierdiercks et al. v. 8x8, Inc., filed by three former employees in Santa Clara County Superior Court as a putative class action seeking damages and various penalties under the California Labor...

  • Page 28
    ... graph is furnished, not filed, and the historical return cannot be indicative of future performance. Sales of Unregistered Securities. On May 1, 2010, we entered into an agreement with Central Host, Inc. and Andrew Schwabecher pursuant to which we acquired this provider of managed hosting services...

  • Page 29
    ...communications solution and 8x8 Managed Hosting and Cloud-Based Computing solutions. As of March 31, 2010, we had more than 20,000 business customers. Each business customer subscribes to a number of various lines and services (e.g. physical phone extensions, virtual extensions, fax lines, toll free...

  • Page 30
    ... of ASC 605-25, we allocate 8x8 revenues, including activation fees, among the 8x8 IP telephones and subscriber services. Revenues allocated to these devices are recognized as product revenues during the period of the sale less the allowance for estimated returns during the 30-day trial period...

  • Page 31
    ... fiscal 2005 and began using it for our 8x8 Virtual Office service in 2006 with product offerings through Office Depot and subsequently Office Max. Our retail channels and online retailers have unlimited return rights for this equipment. The Company records shipments to distributors, retailers, and...

  • Page 32
    ... option valuation model. Fair value determined using the Black-Scholes option valuation model varies based on assumptions used for the expected stock prices volatility, expected life, risk free interest rates and future dividend payments. For fiscal years 2010, 2009 and 2008, we used the historical...

  • Page 33
    ...APIC Pool. Due to the adoption of ASC 718, some exercises result in tax deductions in excess of previously recorded benefits based on the option value at the time of grant, or windfalls. We recognize windfall tax benefits associated with the exercise of stock options directly to stockholders' equity...

  • Page 34
    ... "Find me, Follow me" and 40 8x8 Virtual Office customers acquired in the second quarter of fiscal 2009 from Avtex Solutions, LLC ("Avtex"). (2) Business customer churn is calculated by dividing the number of business customers that terminated (after the expiration of the 30-day trial) during that...

  • Page 35
    ...to our 8x8 service. The decrease in product revenues in fiscal year 2010 from fiscal year 2009 resulted from a selling price reduction as we elected to increase the subsidy on IP telephone sales to business service customers and a decline in product revenue attributable to residential and videophone...

  • Page 36
    ... multiple third party network service vendors, which allows us to route call traffic to the third party network service vendor with the most favorable pricing. The reduction in the prices we pay to third party network service vendors was partially offset by an increase in personnel and licenses fee...

  • Page 37
    ...residential subscribers and a $0.4 million reduction in freight costs. The cost of product revenues as a percentage of product revenues decreased in part due to a reduction in discounting of product sales by our sales force in fiscal 2009. RESEARCH AND DEVELOPMENT EXPENSES Years Ended March 31, 2010...

  • Page 38
    ... price, expected stock price volatility, risk free interest rate and contractual life of the warrants which are the primary assumptions applied to the Black-Scholes model which we have used to calculate the fair value of the warrants. Investor warrants for 1,785,714 shares of common stock issued on...

  • Page 39
    ...in cash flow was primarily due to a decline in third party network service expenses and a decline in stock-based compensation expense, offset partially by discounting of equipment sold to business service customers during fiscal 2010. Cash used in or provided by operating activities has historically...

  • Page 40
    ... financial statements on a straight-line basis over the term of the leases. In the third quarter of 2010, we amended our contract with one of our third party customer support vendors containing a minimum monthly commitment of approximately $430,000. The agreement requires a 150-day notice to...

  • Page 41
    ... method to allocate the arrangement consideration. In addition, the guidance also expands the disclosure requirements for revenue recognition. ASU 2009-13 will be effective for the first annual reporting period beginning on or after June 15, 2010, with early adoption permitted provided that the...

  • Page 42
    ... than equipment under capital leases and, therefore, we were not exposed to market risk relating to interest rates. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Page FINANCIAL STATEMENTS: Report of Independent Registered Public...

  • Page 43
    Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders of 8x8, Inc. We have audited the accompanying consolidated balance sheets of 8x8, Inc. (the Company) as of March 31, 2010 and 2009 and the related consolidated statements of operations, stockholders' equity ...

  • Page 44
    Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of 8x8, Inc: In our opinion, the consolidated statements of operations, stockholders' equity and cash flows for the year ended March 31, 2008 present fairly, in all material respects, the results of ...

  • Page 45
    ... Accrued warranty Accrued taxes Deferred revenue Other accrued liabilities Total current liabilities Non-current liabilities Fair value of warrant liability Total liabilities Commitments and contingencies (Note 3) Stockholders' equity: Preferred stock, $0.001 par value: Authorized: 5,000,000 shares...

  • Page 46
    ...) from operations Other income, net (Loss) income on change in fair value of warrant liability Income (loss) before provision for income taxes Provision for income taxes Net income (loss) Net income (loss) per share: Basic Diluted Weighted average number of shares: Basic Diluted 62,861 63,262 62,317...

  • Page 47
    ... loss Net loss Total comprehensive loss Balance at March 31, 2009 Issuance of common stock under stock plans Repurchase of common stock Stock compensation charge Net income Total comprehensive income Balance at March 31, 2010 Common Stock Shares Amount 61,771,832 $ 62 295,437 62,067,269 513,770 105...

  • Page 48
    ... Loss on disposal of fixed assets Realized loss on disposal of investment Changes in assets and liabilities: Accounts receivable, net Inventory Other current and noncurrent assets Deferred cost of goods sold Accounts payable Accrued compensation Accrued warranty Accrued taxes Deferred revenue Other...

  • Page 49
    ...Pro unified communications solution, introduced in January 2010, bundles the 8x8 Virtual Office hosted PBX phone service with essential businesses communications services such as web conferencing, call recording and archiving, Internet fax, chat, voicemail and presence management and a mobile iPhone...

  • Page 50
    ... of ASC 605-25, the Company allocates 8x8 revenues, including activation fees, among the 8x8 IP telephones and subscriber services. Revenues allocated to these devices are recognized as product revenues during the period of the sale less the allowance for estimated returns during the 30-day trial...

  • Page 51
    ... stockholders' equity. Realized gains and losses on sales of all such investments are reported within the caption of other income, net in the statements of operations and computed using the specific identification method. The Company's investments in marketable securities are monitored on a periodic...

  • Page 52
    ...ASSETS 8x8 reviews the recoverability of its long-lived assets, such as plant and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on the Company's ability...

  • Page 53
    ... March 31, 2010, 2009 and 2008, 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. 51

  • Page 54
    ...to fulfill supply requirements of the Company could materially impact future operating results, financial position and cash flows. The Company also relies primarily on two third party network service providers to provide telephone numbers and public switched telephone network (PSTN) call termination...

  • Page 55
    ... 718 (formerly SFAS No. 123(R)), the Company changed its method of attributing the value of stock-based compensation to expense from the accelerated multiple-option approach to the straight-line single option method. Compensation expense for all share-based payment awards granted subsequent to April...

  • Page 56
    ...the option value at the time of grant, or windfalls. The Company recognizes windfall tax benefits associated with the exercise of stock options directly to stockholders' equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards resulting from...

  • Page 57
    ... In contrast, an entity is required to account for a decrease in ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. The adoption of ASU 2010-2 did not have a material effect on the Company's consolidated results of operation and...

  • Page 58
    ... Common stock options Stock purchase rights Warrants 2. INCOME TAXES For the year ended March 31, 2010 and 2009, the Company recorded a provision for income taxes of $3,000 and $45,000, respectively, which was attributable to state tax in several states and foreign tax, offset by federal refund in...

  • Page 59
    ...loss carryforwards that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three year period. A reconciliation of the tax provision (benefit) to the amounts computed using the statutory U.S. federal income tax rate of 34% is...

  • Page 60
    ...tax benefits that, if recognized, would affect the effective tax rate is $1.7 million, but any affect would have been fully offset by the application ...2010 tax years remain subject to examination by their respective tax authorities. The Company's policy for recording interest and penalties associated...

  • Page 61
    ... under an operating lease agreement that expires in August 2012. The facility leases include rent escalation clauses, and require the Company to pay utilities and normal maintenance costs. At March 31, 2010, future minimum annual lease payments under non-cancelable operating leases, net of sublease...

  • Page 62
    ... switched telephone network services. Although the Company has consistently maintained that these Taxes do not apply to its service for a variety of reasons depending on the statute or rule that establishes such obligations, a number of states have changed their statutes as part of streamlined sales...

  • Page 63
    ... reserved for issuance thereunder. In fiscal 2001, the number of shares reserved for issuance was increased to 3,600,000 shares by the Board. Under the terms of the 1999 Plan, options may not be issued to either officers or directors of the Company provided, however, that options may be granted to...

  • Page 64
    ... Grant-Date Number of Shares Balance at March 31, 2008 Granted Vested Forfeited Balance at March 31, 2009 Granted Vested Forfeited Balance at March 31, 2010 100,000 100,000 331,464 (77,744) 353,720 $ $ Fair Market Value 0.57 0.57 0.74 0.68 0.71 3.26 Weighted Average Remaining Contractual Term (in...

  • Page 65
    Significant option groups outstanding at March 31, 2010 and related weighted average exercise price and contractual life information for 8x8, Inc.'s stock option plans are as follows: Options Outstanding Weighted Weighted Average Average Exercise Remaining Price Contractual Per Share Life (Years) $ ...

  • Page 66
    ...28 $ 2008 54% 3.83% 0.75 years 0.44 STOCK REPURCHASES In July 2009, the Company's board of directors authorized the Company to purchase up to $2.0 million of its common stock from time to time until July 28, 2010 (the "Repurchase Plan"). Share repurchases, if any, will be funded with available cash...

  • Page 67
    ...Central Host, Inc. and Andrew Schwabecher pursuant to which the Company acquired this provider of managed hosting services from its sole shareholder, Schwabecher. Under the terms of the Agreement, the Company closed the acquisition on May 1, 2010 and paid $1,000,000 in cash and issued 432,276 shares...

  • Page 68
    ..., to Schwabecher in exchange for 100% of the outstanding shares of capital stock of Central Host, Inc. The shares of the Company's common stock were not registered for sale and were issued pursuant to an exemption from the registration requirements under section 5 of the Securities Act of 1933, as...

  • Page 69
    8X8, INC. SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS (IN THOUSANDS) Additions Charged to Costs, Expenses and Other $ 142 338 $ Description Year ended March 31, 2008: Allowance for doubtful accounts Valuation allowance for deferred tax assets Year ended March 31, 2009: Allowance for doubtful ...

  • Page 70
    ... AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Changes in Internal Control Over Financial Reporting There have not been any changes in the Company's internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange...

  • Page 71
    ... and Ethics by posting such information in the corporate governance section on its website at http://investors.8x8.com. ITEM 11. EXECUTIVE COMPENSATION Information relating to executive compensation will be presented in our definitive proxy statement for our 2010 Annual Meeting of Stockholders to...

  • Page 72
    ... in our definitive proxy statement for our 2010 Annual Meeting of Stockholders to be held on or about August 31, 2010, which information is incorporated into this report by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information required to be provided in response to this item...

  • Page 73
    ...Act of 1934, this Report on Form 10-K has been signed by the following persons in the capacities and on the date indicated: Signature /s/ BRYAN R. MARTIN Bryan R. Martin /s/ DANIEL WEIRICH Daniel Weirich /s/ GUY L. HECKER Guy L. Hecker, Jr. /s/ JOE PARKINSON Joe Parkinson /s/ DONN WILSON Donn Wilson...

  • Page 74
    ... with a private placement of equity securities by the Registrant completed on July 29, 2003. Common Stock Purchase Warrant issued to AGE Investments, Inc., dated March 7, 2005, in connection with the sale of the Registrant's common stock and warrants under its shelf registration statement (File No...

  • Page 75
    ... VALLEY CA-I, LLC. Acquisition Agreement between 8x8, Inc., Central Host, Inc. and Andrew Schwabecher Subsidiaries of Registrant. Consent of Independent Registered Public Accounting Firm. Consent of Independent Registered Public Accounting Firm. Power of Attorney (included on page 71). Certification...

  • Page 76
    ... Incorporated by reference to the same numbered exhibits to the Registrant's Report on Form 8-K filed June 22, 2004 (File No. 000-21783). (f) Incorporated by reference to the same numbered exhibits to the Registrant's Report on Form 8-K filed October 1, 2004 (File No. 000-21783). (g) Incorporated by...

  • Page 77
    ... of capital stock of Central Host. C. 8x8 is a company that provides various types of Voice over Internet Protocol ("VoIP") and communications services. D. 8x8 desires to purchase all of the issued and outstanding shares of common stock in the capital of Central Host (the "Shares") on the terms and...

  • Page 78
    .... k. l. 2. Acquisition of Shares. 8x8 agrees to acquire, and Stockholder agrees to sell, all the Shares in exchange for cash and shares of 8x8 common stock as described in Section 3 of the Agreement. Stockholder represents and warrants to 8x8 that Stockholder owns the Shares free and clear of any...

  • Page 79
    ...), warrants, calls, convertible equity interests, stock appreciation, phantom interests, profit participation or similar rights or commitments, or (ii) other arrangements to which Central Host or Stockholder is a party requiring or restricting the issuance, sale or transfer of the shares of stock of...

  • Page 80
    ... properties and to Central Host's knowledge, no such violation exists, in each case. (b) Central Host has no known or anticipated warranty liability or obligations and/or refunds to current or former Central Host customers for products or services previously provided or shipped to customers prior...

  • Page 81
    ... income, property, sales and use other applicable tax reports and returns required to be filed (subject to any extensions applicable to any such filing), and has paid all taxes and other charges required to be paid with respect to the periods covered by such returns. Central Host has not been...

  • Page 82
    ... for severance or termination payments to any officer, director consultant or employee of Central Host. 5.16. No Change of Control Provision. Central Host is not a party or subject to any agreement, contract or other obligation which would require the making of any payment, other than payments...

  • Page 83
    ... of any kind or nature covering the business or assets of Central Host, including, without limitation, policies of life, fire, theft, professional services, employee fidelity, directors' and officers' and other casualty and liability insurance, and such policies are in full force and effect. 5.18...

  • Page 84
    ... and hold 8x8 and its officers, directors, employees, agents, customers, partners and vendors harmless from damages, losses or expenses (including, without limitation, reasonable attorneys' fees and expenses) suffered or paid, directly or indirectly, through application of Central Host's or 8x8...

  • Page 85
    ...: Chief Executive Officer 810 West Maude Avenue Sunnyvale, CA 94085 408-727-1885 (phone) 408-980-0432 (FAX) [email protected] b. if to Stockholder (or Central Host prior to the Closing) to: Andrew Schwabecher 16035 Redwood Lodge Road Los Gatos, CA 95033 or to such other address as the party to whom...

  • Page 86
    ... and assigns. 10.10. Amendment. This Agreement may not be amended except by an instrument in writing signed by an officer on behalf of each of the parties hereto, or an individual in the case of the Stockholder. 10.11. Entire Agreement. This Agreement, the attached schedules referred to in this...

  • Page 87
    ... have executed and delivered this Agreement as of the date first above written. 8X8: 8X8, INC. a Delaware corporation By: Bryan Martin, Chief Executive Officer CENTRAL HOST: CENTRAL HOST, INC. a California corporation By: Andrew Schwabecher, President STOCKHOLDER: Andrew Schwabecher Page 11

  • Page 88
    EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT Name 8x8 Europe SARL Netergy Microelectronics, Inc. Visit, Inc. France California, USA California, USA Jurisdiction of Incorporation

  • Page 89
    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the ...reports dated May 26, 2010, relating to the financial statements, financial statement schedule II, and the effectiveness of internal controls over financial reporting, appearing in this Annual Report on Form 10-K of 8x8...

  • Page 90
    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the ...333-126337 and 333-137599) of 8x8, Inc. of our report dated May 23, 2008 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. /s/PricewaterhouseCoopers LLP...

  • Page 91
    ... TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan R. Martin, certify that: 1. I have reviewed this annual report on Form 10-K of 8x8, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the...

  • Page 92
    ... TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Daniel Weirich, certify that: 1. I have reviewed this annual report on Form 10-K of 8x8, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the...

  • Page 93
    ... In connection with the Annual Report on Form 10-K of 8x8, Inc. (the "Company") for the year ended March 31, 2010, 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 94
    ...-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, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel Weirich, Chief Financial Officer, President and Secretary of the...