SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 23, 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 12 Total Pages
CUSIP No. 757209101 13D Page 2 of 12 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 2,202,000 shares of common stock
EACH ------ ----------------------------------------
REPORTING PERSON 8 SHARED VOTING POWER:
WITH 0
------ ----------------------------------------
9 SOLE DISPOSITIVE POWER:
2,202,000 shares of common stock
------ ----------------------------------------
10 SHARED DISPOSITIVE POWER:
0
-------------------------------- ------ ----------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,202,000 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): 6.41%*
--------- ----------------------------------------------------------------------
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 12 Pages
This Amendment No. 1 ("Amendment No. 1") 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, 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.
Item 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-Oautes, 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. 1.
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 4. Purpose of Transaction.
The following paragraph is added to the end of Item 4:
On December 18, 2003, 8x8, Inc. announced that ST-designee Christos
Lagomichos had resigned from 8x8's Board of Directors. ST's current intention is
to sell additional shares of Common Stock of 8x8 in accordance with applicable
law, depending on 8x8's financial condition, business operations and prospects,
the market price of 8x8's Common Stock, conditions in securities markets
generally, general economic and industry conditions and other factors.
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.
CUSIP No. 757209101 13D Page 4 of 12 Pages
Between December 23, 2003 and December 26, 2003, ST sold an aggregate
of 1,498,000 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:
12/23/2003 66,000 $4.90
12/23/2003 24,000 $4.91
12/23/2003 37,500 $4.92
12/23/2003 5,000 $4.95
12/23/2003 5,000 $4.96
12/23/2003 7,500 $4.98
12/23/2003 117,350 $5.00
12/23/2003 43,000 $5.01
12/23/2003 25,900 $5.02
12/23/2003 23,300 $5.04
12/23/2003 20,300 $5.05
12/23/2003 3,000 $5.05
12/23/2003 5,400 $5.06
12/23/2003 13,750 $5.06
12/23/2003 3,000 $5.07
12/24/2003 167,500 $4.70
12/24/2003 5,000 $4.72
12/24/2003 7,500 $4.73
12/24/2003 180,000 $4.75
12/24/2003 57,500 $4.76
12/24/2003 222,500 $4.78
12/24/2003 25,000 $4.79
12/24/2003 60,000 $4.80
12/24/2003 35,000 $4.81
12/24/2003 10,000 $4.82
12/24/2003 10,000 $4.85
12/26/2003 210,000 $4.60
12/26/2003 12,500 $4.61
12/26/2003 15,500 $4.62
12/26/2003 20,000 $4.63
12/26/2003 12,500 $4.65
12/26/2003 30,000 $4.66
CUSIP No. 757209101 13D Page 5 of 12 Pages
Number of Shares of Sale Price Per Share of
Date of Transaction: Common Stock Sold: Common Stock Sold:
12/26/2003 5,000 $4.69
12/26/2003 5,000 $4.71
12/26/2003 7,500 $4.72
As of the date of the filing of this Amendment No. 1, after giving
effect to the transactions described above, ST beneficially owns 2,202,000
shares of Common Stock, representing approximately 6.41% of 8x8's outstanding
Common Stock.
CUSIP No. 757209101 13D Page 6 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amenment No. 1 to the Statement
on Schedule 13D is true, complete and correct.
Dated: December 29, 2003
STMicroelectronics N.V.
By: /s/ Piero Mosconi
----------------------------
Name: Piero Mosconi
Title: Corporate Vice President
and Treasurer
CUSIP No. 757209101 13D Page 7 of 12 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. and 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.
and Managing Partner of Clifford Change LLP
Address: c/o Clifford Chance LLP
Droogbak 1A, 1013 GE Amsterdam
PO Box 251, 1000 AG Amsterdam
The Netherlands
Citizenship: Dutch
Remy Dullieux Position: Member of the Supervisory Board of STMicroelectronics N.V.
and France Telecom Executive Manager for the Northern and
Eastern areas of France and member of the board of
directors of FT1CI
Address: France Telecom
6, place d'Alleray
75015 Paris, France
Citizenship: French
CUSIP No. 757209101 13D Page 8 of 12 Pages
MEMBERS OF THE SUPERVISORY BOARD
Name Current Principal Occupation, Address and Citizenship
Douglas Dunn Position: Member of the Supervisory Board of STMicroelectronics N.V.
and President and Chief Executive Officer of ASM
Lithography Holding N.V., and serves as a member of the
boards of directors of ARM plc, Sendo plc and MEDEA+.
Address: c/o ASML N.V.
De Run 1110
La Veldhoven, The Netherlands
Citizenship: English
Riccardo Gallo Position: Member of the Supervisory Board of STMicroelectronics N.V.,
Chairman of the Italian Institute for Industrial Promotion
Address: c/o Institute for Industrial Promotion
Via Le Maresciallo Pilsudski 124
00197 Rome, Italy
Citizenship: Italian
Francis Gavois Position: Member of the Supervisory Board of STMicroelectronics N.V.
and member of the board 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.,
Special Advisor to the President of the European Community
and 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
CUSIP No. 757209101 13D Page 9 of 12 Pages
MEMBERS OF THE SUPERVISORY BOARD
Name Current Principal Occupation, Address and Citizenship
Robert M. White Position: Member of the Supervisory Board of STMicroelectronics N.V.,
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: Carnegie Mellon University
5000 Forbes Avenue
Pittsburgh, PA 15213, USA
Citizenship: American
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
CUSIP No. 757209101 13D Page 10 of 12 Pages
SOLE MEMBER OF THE MANAGING BOARD AND EXECUTIVE OFFICERS
Name Current Principal Occupation, Address and Citizenship
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
Andrea Cuomo Position: Corporate Vice President, Application Systems and
Technology Group
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 Group
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 11 of 12 Pages
SOLE MEMBER OF THE MANAGING BOARD AND EXECUTIVE OFFICERS
Name Current Principal Occupation, Address and Citizenship
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
Pier Angelo Martinotti Position: Corporate Vice President, New Ventures Group
Citizenship: Italian
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
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
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
CUSIP No. 757209101 13D Page 12 of 12 Pages
SOLE MEMBER OF THE MANAGING BOARD AND EXECUTIVE OFFICERS
Name Current Principal Occupation, Address and Citizenship
Aldo Romano Position: Corporate Vice President, Telecommunications, Peripherals
and Automotive Group
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 Products Group
Citizenship: Italian
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
Keizo Shibata Position: Corporate Vice President, Japan Region
Citizenship: Japanese
Address: c/o STMicroelectronics N.V.
39 Chemin du Champ des Filles,
1228 Plan-Les-Ouates
Geneva, Switzerland
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