SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
8x8, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
282912 10 4
(CUSIP Number)
Pierre Ollivier
Group Vice President and General Counsel
STMicroelectronics N.V.
39, Chemin du Champ des Filles
1228 Plan-Les-Ouates
Geneva, Switzerland
Telephone: 011-41-22-929-2929
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
Copy to :
Michael J. Coleman, Esq.
Shearman & Sterling LLP
1080 Marsh Road
Menlo Park, California 94025
Telephone: (650) 838-3600
December 30, 2003
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box: [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject Class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 13 Total Pages
CUSIP No. 757209101 13D Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
STMicroelectronics N.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
The Netherlands
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER:
OWNED BY 714,400 shares of common stock
EACH
REPORTING PERSON
WITH
8 SHARED VOTING POWER:
|_|
9 SOLE DISPOSITIVE POWER:
714,400 shares of common stock
10 SHARED DISPOSITIVE POWER:
|_|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
714,400 shares of common stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.08%*
14 TYPE OF REPORTING PERSON: CO
* Based on 34,309,526 shares of common stock outstanding at November 30, 2003,
as declared by 8x8, Inc. in its Registration Statement on Form S-3, as filed
with the Commission on December 12, 2003.
CUSIP No. 757209101 13D Page 3 of 13 Pages
This Amendment No. 2 ("Amendment No. 2") amends the Statement on
Schedule 13D (as amended, the "Schedule 13D") filed with the United States
Securities and Exchange Commission (the "Commission") on March 3, 2000, and as
first amended by Amendment No. 1 filed with the Commission on December 29, 2003,
by STMicroelectronics N.V. ("ST"), a corporation with limited liability
organized under the laws of the Netherlands, with respect to shares of common
stock, par value $0.001 per share (the "Common Stock") of 8x8, Inc., a Delaware
corporation ("8x8").
Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Schedule 13D and Commission rules and regulations.
Except as indicated herein, the information set forth in the Schedule 13D
remains unchanged.
2. Identity and Background.
ST's principal business is to design, develop, manufacture and market a
broad range of semiconductor integrated circuits ("ICs") used in a wide variety
of microelectronic applications, including automotive products, computer
peripherals, telecommunications systems, consumer products, industrial
automation and control systems. ST's principal business offices are 39, Chemin
du Champ des Filles, 1228 Plan-Les-Ouates, Geneva, Switzerland. Certain
information regarding members of ST's Supervisory Board, Managing Board and
executive officers is set forth on Annex A, which is incorporated by reference
herein. Annex A of the Schedule 13D is amended and restated in its entirety to
read as the Annex A attached to this Amendment No. 2.
During the last five years, none of ST or any of the persons named on
Annex A have been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding were or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 5. Interest in Securities of the Issuer.
Based on 8x8's Registration Statement on Form S-3 filed with the SEC on
December 12, 2003, 8x8 had 34,309,526 shares of Common Stock outstanding at
November 30, 2003.
From December 29, 2003 through January 16, 2004, ST sold an aggregate
of 1,487,600 shares of Common Stock in open-market brokers' transactions
pursuant to Rule 144 of the Securities Act. The following table sets forth for
each such transaction (i) the date of such transaction, (ii) the number of
shares of Common Stock sold and (iii) the sale price per share of Common Stock:
Number of Shares of Sale Price Per Share of
Date of Transaction: Common Stock Sold: Common Stock Sold:
- -------------------- ------------------ ------------------
12/29/2003 100,500 4.50
12/29/2003 10,000 4.51
CUSIP No. 757209101 13D Page 4 of 13 Pages
Number of Shares of Sale Price Per Share of
Date of Transaction: Common Stock Sold: Common Stock Sold:
- -------------------- ------------------ ------------------
12/29/2003 15,000 4.52
12/29/2003 23,500 4.53
12/29/2003 15,000 4.54
12/29/2003 35,000 4.55
12/29/2003 10,000 4.59
12/29/2003 62,500 4.60
12/29/2003 10,000 4.61
12/30/2003 1,000,000 4.25
12/30/2003 9,000 4.40
12/30/2003 5,000 4.45
12/30/2003 9,000 4.51
01/12/2004 17,000 5.05
01/12/2004 8,000 5.06
01/12/2004 5,000 5.07
01/12/2004 13,000 5.08
01/12/2004 2,000 5.09
01/12/2004 1,900 5.10
01/12/2004 3,100 5.11
01/13/2004 2,500 5.6231
01/13/2004 1,700 5.6315
01/13/2004 1,900 5.6380
01/13/2004 1,500 5.6400
01/13/2004 1,700 5.6531
01/13/2004 1,600 5.6562
01/13/2004 4,100 5.6564
01/13/2004 1,900 5.6607
01/13/2004 2,900 5.6694
01/13/2004 3,400 5.6700
01/13/2004 3,600 5.6723
01/13/2004 3,800 5.6728
01/13/2004 900 5.6900
01/13/2004 600 5.7000
01/13/2004 3,350 5.7122
01/13/2004 3,650 5.7158
01/13/2004 2,500 5.7200
CUSIP No. 757209101 13D Page 5 of 13 Pages
Number of Shares of Sale Price Per Share of
Date of Transaction: Common Stock Sold: Common Stock Sold:
- -------------------- ------------------ ------------------
01/13/2004 2,800 5.7375
01/13/2004 500 5.7820
01/13/2004 100 5.7900
01/13/2004 1,800 5.8000
01/13/2004 2,500 5.8100
01/13/2004 700 5.8104
01/14/2004 23,000 5.6000
01/14/2004 2,000 5.6058
01/14/2004 5,200 5.6075
01/14/2004 2,900 5.6109
01/16/2004 32,000 5.1500
01/16/2004 5,000 5.1600
01/16/2004 11,000 5.1700
01/16/2004 2,000 5.1800
On December 30, 2003, ST ceased to be the beneficial owner of more than
five percent of the outstanding shares of 8x8's outstanding Common Stock. After
giving effect to the transactions described above, as of January 16, 2004, ST
beneficially owned 714,400 shares of Common Stock, representing approximately
2.08% of 8x8's outstanding Common Stock.
CUSIP No. 757209101 13D Page 6 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 to the Statement
on Schedule 13D is true, complete and correct.
Dated: January 19, 2003
STMicroelectronics N.V.
By: /s/ Carlo Ferro
----------------------------------------
Name: Carlo Ferro
Title: Corporate Vice President and
Chief Financial Officer
CUSIP No. 757209101 13D Page 7 of 13 Pages
ANNEX A
MEMBERS OF THE SUPERVISORY BOARD, MANAGING BOARD AND EXECUTIVE
OFFICERS OF STMICROELECTRONICS N.V.
The following table sets forth the name and present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such occupation or employment is
conducted of each director and executive officer of STMicroelectronics N.V.
Unless otherwise indicated, the business address of the persons listed below is
our head offices at WTC Schipol Airport, Schipol Boulevard 265, 1118 BH Schipol
Airport, Amsterdam, The Netherlands.
MEMBERS OF THE SUPERVISORY BOARD
Name Current Principal Occupation, Address and Citizenship
- ---- -----------------------------------------------------
Bruno Steve Position: Chairman of the Supervisory Board
of STMicroelectronics N.V.
Other positions: President of the board of statutory
auditors of Alitalia S.p.A.,
Atitech S.p.A. and Alitalia
Airport S.p.A.
Address: c/o STMicroelectronics N.V.
WTC Schipol Airport
Schipol Boulevard 265
1118 BH Schipol Airport
Amsterdam, The Netherlands
Citizenship: Italian
Tom de Waard Position: Member of the Supervisory Board of
STMicroelectronics N.V.
Other positions: Managing
Partner of Clifford
Chance LLP; member of
the Supervisory Board
of BEST N.V.
Address: c/o STMicroelectronics N.V.
WTC Schipol Airport
Schipol Boulevard 265
1118 BH Schipol Airport
Amsterdam, The Netherlands
Citizenship: Dutch
CUSIP No. 757209101 13D Page 8 of 13 Pages
MEMBERS OF THE SUPERVISORY BOARD
Name Current Principal Occupation, Address and Citizenship
- ---- -----------------------------------------------------
Remy Dullieux Position: Member of the Supervisory Board of
STMicroelectronics N.V.
Other positions: France Telecom Executive Manager
for the Western and Southwestern
areas of France
Address: c/o STMicroelectronics N.V.
WTC Schipol Airport
Schipol Boulevard 265
1118 BH Schipol Airport
Amsterdam, The Netherlands
Citizenship: French
Douglas Dunn Position: Member of the Supervisory Board of
STMicroelectronics N.V.
Other positions: President and Chief Executive
Officer of ASM
Lithography Holding N.V.; member of
the boards of directors of ARM plc,
Sendo plc and MEDEA+
Address: c/o STMicroelectronics N.V.
WTC Schipol Airport
Schipol Boulevard 265
1118 BH Schipol Airport
Amsterdam, The Netherlands
Citizenship: British
Riccardo Gallo Position: Member of the Supervisory Board of
STMicroelectronics N.V.
Other positions: Chairman for the Italian Institute
for Industrial Promotion
Address: c/o STMicroelectronics N.V.
WTC Schipol Airport
Schipol Boulevard 265
1118 BH Schipol Airport
Amsterdam, The Netherlands
Citizenship: Italian
CUSIP No. 757209101 13D Page 9 of 13 Pages
MEMBERS OF THE SUPERVISORY BOARD
Name Current Principal Occupation, Address and Citizenship
- ---- -----------------------------------------------------
Francis Gavois Position: Member of the Supervisory Board of
STMicroelectronics N.V.
Other positions: Member of the boards of directors
of FT1CI, Plastic
Omnium and the Consortium de
Realisation (CDR)
Address: c/o STMicroelectronics N.V.
WTC Schipol Airport
Schipol Boulevard 265
1118 BH Schipol Airport
Amsterdam, The Netherlands
Citizenship: French
Alessandro Ovi Position: Member of the Supervisory Board of
STMicroelectronics N.V.
Other positions: Special Advisor to the President of
the European Community; member of
the boards of directors of Seat
S.p.A., Carnegie Mellon University,
N.W. Fund and Corporation
Development Committee of the
Massachusetts Institute of
Technology
Address: c/o STMicroelectronics N.V.
WTC Schipol Airport
Schipol Boulevard 265
1118 BH Schipol Airport
Amsterdam, The Netherlands
Citizenship: Italian
Robert M. White Position: Member of the Supervisory Board of
STMicroelectronics N.V.
Other positions: University Professor and Director
of the Data Storage Systems Center
at Carnegie Mellon University;
member of the boards of directors
of Read-Rite, Inc. and Silicon
Graphics, Inc.
Address: c/o STMicroelectronics N.V.
WTC Schipol Airport
Schipol Boulevard 265
1118 BH Schipol Airport
Amsterdam, The Netherlands
Citizenship: American
CUSIP No. 757209101 13D Page 10 of 13 Pages
SOLE MEMBER OF THE MANAGING BOARD AND EXECUTIVE OFFICERS
Name Current Principal Occupation, Address and Citizenship
- ---- -----------------------------------------------------
Pasquale Pistorio Position: President and Chief Executive Officer
and Sole Member of the Managing Board
Citizenship: Italian
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Georges Auguste Position: Corporate Vice President, Total
Quality and Environmental Management
Citizenship: French
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Laurent Bosson Position: Corporate Vice President, Front-end
Manufacturing
Citizenship: French
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Carlo Bozotti Position: Corporate Vice President, Memory
Products Group
Citizenship: Italian
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Salvatore Castorina Position: Corporate Vice President, Discrete and
Standard ICs Group
Citizenship: Italian
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
CUSIP No. 757209101 13D Page 11 of 13 Pages
SOLE MEMBER OF THE MANAGING BOARD AND EXECUTIVE OFFICERS
Name Current Principal Occupation, Address and Citizenship
- ---- -----------------------------------------------------
Andrea Cuomo Position: Corporate Vice President, Advanced
System Technology
Citizenship: Italian
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Alain Dutheil Position: Corporate Vice President, Strategic
Planning and Human Resources
Citizenship: French
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Carlo Ferro Position: Corporate Vice President, Chief
Financial Officer
Citizenship: Italian
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Philippe Geyres Position: Corporate Vice President, Consumer and
Microcontroller Groups
Citizenship: French
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Jean-Claude Marquet Position: Corporate Vice President, Asia/Pacific
Region
Citizenship: French
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Joel Monnier Position: Corporate Vice President, Central
Research and Development
Citizenship: French
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
CUSIP No. 757209101 13D Page 12 of 13 Pages
SOLE MEMBER OF THE MANAGING BOARD AND EXECUTIVE OFFICERS
Name Current Principal Occupation, Address and Citizenship
- ---- -----------------------------------------------------
Piero Mosconi Position: Corporate Vice President, Treasurer
Citizenship: Italian
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Carlo Ottaviani Position: Corporate Vice President,
Communication
Citizenship: Italian
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Carmelo Papa Position: Corporate Vice President, Emerging
Markets
Citizenship: Italian
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Richard Pieranunzi Position: Corporate Vice President, Americas
Region
Citizenship: American
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Aldo Romano Position: Corporate Vice President,
Telecommunications, Peripherals and
Automotive Groups
Citizenship: Italian
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Giordano Seragnoli Position: Corporate Vice President, Back-end
Manufacturing and Subsystems Division
Citizenship: Italian
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
CUSIP No. 757209101 13D Page 13 of 13 Pages
SOLE MEMBER OF THE MANAGING BOARD AND EXECUTIVE OFFICERS
Name Current Principal Occupation, Address and Citizenship
- ---- -----------------------------------------------------
Enrico Villa Position: Corporate Vice President, European
Region
Citizenship: Italian
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland