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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
May 24, 1999
Date of Report (Date of earliest event reported)
8X8, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-15627 77-0142404
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
2445 Mission College Blvd.
Santa Clara, California 95054
(Address of principal executive offices)
(408) 727-1885
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS
On May 24, 1999, 8x8, Inc. ("8x8) acquired from the holders of the
capital stock of Odisei S.A., a French corporation ("Odisei"), all but six of
their shares of Odisei pursuant to a Stock Exchange Agreement ("Exchange
Agreement"), dated as of May 13, 1999, among 8x8, Odisei, and the Security
Holders (as defined in the Exchange Agreement) (the "Acquisition"). As a result
of the Acquisition, 8x8 became the owner of 99.99% of the issued and outstanding
shares of Odisei common stock and each outstanding share of Odisei common stock
was exchanged for four newly issued shares of 8x8's common stock. 8x8 issued
2,867,976 shares of common stock in the aggregate pursuant to the Acquisition.
8x8 is obligated to file a Registration Statement on Form S-3 to register the
shares. The Acquisition will be accounted for as a purchase transaction.
In addition, 8x8 has deposited $2,692,211 into escrow to indemnify
the Odisei stockholders for certain French tax obligations incurred by them in
connection with the exchange of their Odisei shares for 8x8 shares. The escrow
fund would be distributed to them in the event that 8x8's stock price drops
below $1.78 per share for certain Odisei stockholders or $1.15 for other of the
Odisei stockholders on the date the 8x8 shares issued to them becomes freely
tradable.
The terms of the Exchange Agreement and the other agreements,
instruments and documents contemplated by the Exchange Agreement were the result
of arm's-length negotiations among the parties.
The Exchange Agreement and agreements related thereto are included
with this Current Report on Form 8-K as Exhibit 2.1. The foregoing description
of the Acquisition is qualified in its entirety by reference to such Exhibit. In
addition, copies of 8x8's press releases announcing the signing and closing of
the Exchange Agreement are included as Exhibits 99.1 and 99.2 hereto.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibit C.
(a) Financial statements of Business Acquired. To be filed by
amendment to this Current Report on Form 8-K.
(b) Pro Forma Financial Information. To be filed by amendment
to this Current Report on Form 8-K.
(c) Exhibits.
Exhibit Number Description
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2.1 Stock Exchange Agreement, dated as of May 13, 1999, by
and among 8x8, Inc., Odisei S.A. and the Security
Holders named therein and the agreements related
thereto.
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99.1 Press release dated May 13, 1999.
99.2 Press release dated May 25, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
8X8, INC.
Dated: June 7, 1999
By: /s/ Sandra Abbott
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Sandra L. Abbott
Chief Financial Officer and
Vice President of Finance
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Stock Exchange Agreement, dated as of May 13, 1999, by and
among 8x8, Inc., Odisei S.A. and the Security Holders named
therein and the agreements related thereto.
99.1 Press release dated May 13, 1999.
99.2 Press release dated May 25, 1999.