UNITED STATES
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

August 29, 2007
Date of Report (Date of earliest event reported)



(Exact name of registrant as specified in its charter)

 
Delaware
000-21783
77-0142404
  (State of other jurisdiction of incorporation)
  (Commission File Number)
(I.R.S. Employer Identification Number)

3151 Jay Street
Santa Clara, CA    95054
(Address of principal executive offices including zip code)

(408) 727-1885
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.    Other Events.

On August 29, 2007, 8x8, Inc. (the "Company") and Riverview Group, LLC amended two investor Common Stock Purchase Warrants issued on June 21, 2004 and September 30, 2004. The amended Common Stock Purchase Warrants will result in the Company changing the classification of warrants for 3,659,624 shares of common stock from liability to equity on the Company's balance sheet during the quarter ending September 30, 2007. The Company's remaining investor warrants for 1,785,714 shares of common stock issued on December 19, 2005, have not been amended and will continue to be accounted for as liabilities. A copy of the amendments are attached hereto as Exhibits 4.1.1 and 4.3.1 and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

Exhibit
No.

 

Description

4.1.1

 

Amendment to June 21, 2004 Common Stock Purchase Warrant

4.3.1

 

Amendment to September 30, 2004 Common Stock Purchase Warrant







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 thereunto duly authorized.

Date: August 30, 2007

  8X8, INC.

  By:   /s/ Daniel Weirich
 
         Daniel Weirich
         Chief Financial Officer, Vice President of Finance and Secretary







INDEX TO EXHIBITS

Exhibit

Description

 4.1.1 *

Amendment to June 21, 2004 Common Stock Purchase Warrant

 4.3.1 *

Amendment to September 30, 2004 Common Stock Purchase Warrant

*    Also provided in PDF format as a courtesy.





Amendment #1 to Common Stock Purchase Warrant

 

This is Amendment #1, dated as of August 29, 2007, to the Common Stock Purchase Warrant issued on June 21, 2004 by 8x8, Inc., (the "Company"), to the Riverview Group, LLC (the "Holder").

  1. Except as otherwise stated, capitalized terms used herein shall have the same meaning as set forth in the Common Stock Purchase Warrant.
  2. Section 5 (c) shall be deleted in its entirety and replaced with the following:

    3. "Section 5(c) [Intentionally Deleted]."

  3. Nothing in Section 5 shall require the Company to make a cash payment to the Holder in connection with the exercise of the Common Stock Purchase Warrant.
  4. This Amendment #1 shall be effective as of the date hereof.
  5. The Company shall file with the Securities and Exchange Commission within two business days from the date hereof a Report on Form 8-K disclosing the details of this Amendment #1 and shall attach a copy of this Amendment #1 as an Exhibit.
  6. Except as modified as provided herein, the Common Stock Purchase Warrant shall remain in full force and effect. This Amendment #1 shall be governed by, and construed in accordance with, the law of the State of Delaware.

 

8x8, Inc.

Riverview Group, LLC
By: Integrated Holding Group, L.P.
By: Millennium Management, L.L.C.

 

By: /s/BRYAN MARTIN
Name: Bryan Martin
Title: Chairman & CEO

By: /s/DAVID NOLAN
Name: David Nolan
Title: Co-President & Vice Chairman

Amendment #1 to Common Stock Purchase Warrant

 

This is Amendment #1, dated as of August 29, 2007, to the Common Stock Purchase Warrant issued on June 21, 2004 by 8x8, Inc., (the "Company"), to the Riverview Group, LLC (the "Holder").

  1. Except as otherwise stated, capitalized terms used herein shall have the same meaning as set forth in the Common Stock Purchase Warrant.
  2. Section 5 (c) shall be deleted in its entirety and replaced with the following:

    3. "Section 5(c) [Intentionally Deleted]."

  3. Nothing in Section 5 shall require the Company to make a cash payment to the Holder in connection with the exercise of the Common Stock Purchase Warrant.
  4. This Amendment #1 shall be effective as of the date hereof.
  5. The Company shall file with the Securities and Exchange Commission within two business days from the date hereof a Report on Form 8-K disclosing the details of this Amendment #1 and shall attach a copy of this Amendment #1 as an Exhibit.
  6. Except as modified as provided herein, the Common Stock Purchase Warrant shall remain in full force and effect. This Amendment #1 shall be governed by, and construed in accordance with, the law of the State of Delaware.

 

8x8, Inc.

Riverview Group, LLC
By: Integrated Holding Group, L.P.
By: Millennium Management, L.L.C.

 

By: /s/BRYAN MARTIN
Name: Bryan Martin
Title: Chairman & CEO

By: /s/DAVID NOLAN
Name: David Nolan
Title: Co-President & Vice Chairman