-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001095811-01-000773.txt : 20010208
<SEC-HEADER>0001095811-01-000773.hdr.sgml : 20010208
ACCESSION NUMBER:		0001095811-01-000773
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20010122
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010207

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NETERGY NETWORKS INC
		CENTRAL INDEX KEY:			0001023731
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				770142404
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-21783
		FILM NUMBER:		1527749

	BUSINESS ADDRESS:	
		STREET 1:		2445 MISSION COLLEGE BLVD
		CITY:			SANTA CLARA
		STATE:			CA
		ZIP:			95054
		BUSINESS PHONE:		4087271885

	MAIL ADDRESS:	
		STREET 1:		2445 MISSION COLLEGE BLVD
		CITY:			SANTA CLARA
		STATE:			CA
		ZIP:			95054

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	8X8 INC
		DATE OF NAME CHANGE:	19961023
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f69182e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>   1

                       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


                                January 22, 2001
                Date of Report (Date of earliest event reported)




                             NETERGY NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                       <C>                             <C>
           Delaware                              333-15627                           77-0142404
(State or other jurisdiction of           (Commission File Number)                (I.R.S. Employer
        incorporation)                                                           Identification No.)
- ---------------------------------------------------------------------------------------------------------
</TABLE>


                           2445 Mission College Blvd.
                          Santa Clara, California 95054
                    (Address of principal executive offices)

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

<PAGE>   2

ITEM 5. OTHER EVENTS

     On January 22, 2001,  Netergy  Networks,  Inc.  ("Netergy")  issued a press
release announcing the resignations of Paul Voois as Chief Executive Officer and
Robert Habibi as President and Chief Operating  Officer. A copy of the foregoing
press release is included as Exhibit 99.1 hereto and is  incorporated  herein by
reference.

     On  January  23,  2001,  Netergy  issued  a press  release  announcing  the
resignations  of: Robert  Habibi from  Netergy's  Board of  Directors;  Jean-Luc
Calonne as Senior Vice  President  for  Business  Operations/General  Manager of
Netergy's  Montreal  office;  and  approximately 50 employees from the Netergy's
Montreal  office.  A copy of the foregoing  press release is included as Exhibit
99.2 hereto and is incorporated herein by reference.

     On  January  24,  2001,  Netergy  issued  a press  release  announcing  the
appointment  of Joe  Parkinson  as  interim  Chief  Executive  Officer,  and the
addition  of Bryan  Martin  to the Board of  Directors  and his  appointment  as
President and Chief Operating  Officer. A copy of the foregoing press release is
included as Exhibit 99.3 hereto and is incorporated herein by reference.

     On  January  31,  2001,  Netergy  issued  a press  release  announcing  its
financial results for its third quarter of fiscal 2001, which ended December 31,
2000. A copy of the  foregoing  press release is included as Exhibit 99.4 hereto
and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

        (c)  Exhibits.

             Exhibit Number     Description
             --------------     -----------
                  99.1          Press release dated January 22, 2001.
                  99.2          Press release dated January 23, 2001.
                  99.3          Press release dated January 24, 2001.
                  99.4          Press release dated January 31, 2001.


                                       2

<PAGE>   3

                                   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.

                                       NETERGY NETWORKS, INC.

Dated: February 7, 2001
                                       By: /s/ David Stoll
                                           -------------------------------------
                                           David Stoll
                                           Chief Financial Officer

                                       3

<PAGE>   4

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number     Description
- --------------     -----------
     <S>           <C>
     99.1          Press release dated January 22, 2001.
     99.2          Press release dated January 23, 2001.
     99.3          Press release dated January 24, 2001.
     99.4          Press release dated January 31, 2001.
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>f69182ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>   1
CONTACT:
Veronique Ondella
Netergy Networks
(408) 654-0886
veronique.ondella@netergynet.com


FOR IMMEDIATE RELEASE


                  NETERGY NETWORKS ANNOUNCES EXECUTIVE CHANGES


SANTA CLARA, Calif., January 22, 2001 -- Netergy Networks, Inc. (Nasdaq: NTRG)
announced today that Paul Voois has resigned as Chief Executive Officer and
Robert Habibi has resigned as President and Chief Operating Officer. Voois and
Habibi will continue to serve in their current capacities until their successors
are named by the Netergy Board of Directors.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>f69182ex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>

<PAGE>   1
<TABLE>
<CAPTION>
CONTACTS:
<S>                                     <C>
Veronique Ondella                       Martine Nadeau
Netergy Networks                        Netergy Networks
(408) 654-0886                          (514) 282-8484, x259
veronique.ondella@netergynet.com
</TABLE>

FOR IMMEDIATE RELEASE


                     NETERGY NETWORKS ANNOUNCES DEPARTURES


SANTA CLARA, Calif., January 23, 2001 -- Netergy Networks, Inc. (Nasdaq: NTRG)
announced today that Robert Habibi has resigned as a member of Netergy's Board
of Directors. In addition, the Company announced that Jean-Luc Calonne, Senior
Vice President for Business Operations and General Manager of the Company's
Montreal office has resigned. Approximately 50 employees of Netergy's Montreal
office have also submitted their resignations.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>f69182ex99-3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>

<PAGE>   1
<TABLE>
<CAPTION>
CONTACTS:
<S>                                     <C>
Veronique Ondella                       Martine Nadeau
Netergy Networks                        Netergy Networks
(408) 654-0886                          (514) 282-8484, x259
veronique.ondella@netergynet.com
</TABLE>

FOR IMMEDIATE RELEASE

                     NETERGY NETWORKS ANNOUNCES APPOINTMENTS


SANTA CLARA, Calif., January 24, 2001 -- Netergy Networks, Inc. (Nasdaq: NTRG)
announced today that the Company's Board of Directors has appointed Joe
Parkinson interim Chief Executive Officer of the Company. Mr. Parkinson has been
serving as Chairman of the Company's Board of Directors and will continue in
that capacity. In connection with the appointment of Mr. Parkinson as interim
CEO, the Board of Directors established a search committee to find a permanent
CEO. The committee consists of Mr. Parkinson, Bill Tai, and Bernd Girod.

The Company's Board of Directors also appointed Bryan Martin to the Board and
named him President and Chief Operating Officer of the Company. Mr. Martin has
been with the Company for ten years, most recently as Senior Vice President of
Engineering Operations. He previously served on the Company's Board of
Directors.

Paul Voois' resignation as Chief Executive Officer of the Company became
effective today. Dr. Voois will be staying with the Company as Vice President of
its Solutions Group and will remain on the Company's Board of Directors.

With today's appointments, Netergy's Board of Directors consists of Lee Camp,
Bernd Girod, Guy Hecker, Christos Lagomichos, Joe Markee, Bryan Martin, Joe
Parkinson, Bill Tai and Paul Voois. The officers of the Company, in addition to
Joe Parkinson and Bryan Martin, are the following Vice Presidents: Ted Beck,
Philip Bednarz, Jonathan Foster, David Stoll, and Paul Voois.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>f69182ex99-4.txt
<DESCRIPTION>EXHIBIT 99.4
<TEXT>

<PAGE>   1
CONTACT:
Martine Nadeau
Netergy Networks, Inc.
(514) 282-8484 x259
martine.nadeau@netergynet.com


          NETERGY NETWORKS ANNOUNCES THIRD QUARTER FISCAL 2001 RESULTS


FOR IMMEDIATE RELEASE


SANTA CLARA, Calif.,  January 31, 2001 -- Netergy Networks,  Inc. (Nasdaq: NTRG)
today announced  financial  results for its third quarter of fiscal 2001,  which
ended December 31, 2000.

Total revenues for the third quarter of fiscal 2001 were $4.1 million, compared
with $6.2 million for the same period in the prior year and $3.9 million in the
prior fiscal quarter. The net loss for the quarter, including the cumulative
effect of a change in accounting principle and other non-cash items, was $11.8
million, or $0.47 per share, compared with a net loss of $2.2 million, or $0.12
per share for the same period last year, and a net loss of $15.0 million, or
$0.60 per share for the prior fiscal quarter.

The company recorded a $1.1 million non-cash expense during the third quarter of
fiscal 2001 to account for a beneficial conversion feature associated with the
convertible subordinated debentures and related warrants issued in December
1999. The expense, which was presented as a cumulative effect of a change in
accounting principle, increased the net loss per basic and diluted share for the
quarter by $0.05 per share.

ABOUT NETERGY NETWORKS
Netergy Networks is a provider of Internet Protocol (IP) network services
solutions and embedded network appliance technology for converged voice and data
networks. The company is based in Santa Clara, California, and has offices in
Canada, France and the United Kingdom. For more information, visit Netergy
Networks' web site at http://www.netergynet.com/


                           FINANCIAL TABLES TO FOLLOW


<PAGE>   2


                             NETERGY NETWORKS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                          Three Months Ended                  Nine Months Ended
                                                      DECEMBER 31,    December 31,      DECEMBER 31,    December 31,
                                                          2000            1999              2000            1999
                                                      -------------   -------------     -------------  -------------
<S>                                                    <C>              <C>               <C>           <C>
Product revenues                                       $  2,388         $  4,941          $  9,962      $  15,715
License and other revenues                                1,063            1,297             2,758          3,127
Service revenues                                            653               --             1,099             --
                                                      -------------   -------------     -------------  -------------
         Total revenues                                   4,104            6,238            13,819         18,842

Cost of revenues                                          1,948            1,993             5,291          6,792
                                                      -------------   -------------     -------------  -------------
Gross profit                                              2,156            4,245             8,528         12,050
                                                      -------------   -------------     -------------  -------------

Operating expenses:
    Research and development                              4,868            2,854            13,870          8,137
    Sales, general and administrative                     4,497            3,545            12,924         10,918
    In-process research and development                      --               --             4,563         10,100
    Amortization of intangibles                           3,612              189             7,375            424
                                                      ------------    ------------      ------------  -------------
        Total operating expenses                         12,977            6,588            38,732         29,579
                                                      ------------    ------------      ------------  -------------

Loss from operations                                    (10,821)          (2,343)          (30,204)       (17,529)
Other income, net                                            67              109             1,266          2,185
                                                      ------------    ------------      ------------  -------------
Loss before provision for income taxes                  (10,754)          (2,234)          (28,938)       (15,344)
Provision for income taxes                                   --              --                 12             66
                                                      ------------    ------------      ------------  -------------
Net loss before cumulative effect of
  change in accounting principle                        (10,754)          (2,234)          (28,950)       (15,410)
Cumulative effect of change in accounting
  principle (1)                                          (1,081)              --            (1,081)            --
                                                      ------------    ------------      ------------  -------------
Net loss                                              $ (11,835)       $  (2,234)        $ (30,031)     $ (15,410)
                                                      ============    ============      ============  =============

Net loss before cumulative effect of
  change in accounting principle per basic
  and diluted share                                    $  (0.42)       $   (0.12)         $  (1.19)      $  (0.88)
Cumulative effect of change in accounting
  principle (1)                                           (0.05)              --             (0.05)            --
                                                      ------------    ------------      ------------  -------------
Net loss per basic and diluted share                   $  (0.47)       $   (0.12)         $  (1.24)      $  (0.88)
                                                      ============    ============      ============  =============

Basic and diluted shares outstanding                     25,337           18,035            24,281         17,421
</TABLE>

(1)  The company  recorded a $1.1 million  expense  during the third  quarter of
fiscal 2001 to account for a beneficial  conversion  feature associated with the
convertible subordinated debentures and related warrants issued in December 1999
due to a change in accounting principle.

<PAGE>   3


                             NETERGY NETWORKS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            (IN THOUSANDS, UNAUDITED)


<TABLE>
<CAPTION>
                                                            DECEMBER 31,     March 31,
                                                                2000            2000
                                                            ----------       ----------
<S>                                                           <C>              <C>
ASSETS
Current assets:
    Cash and cash equivalents                                 $34,443          $48,576
    Accounts receivable, net                                    2,174            2,394
    Inventory                                                   1,481            1,367
    Prepaid expenses and other assets                           3,174            1,043
                                                            ----------       ----------
      Total current assets                                     41,272           53,380
Property and equipment, net                                     7,645            2,687
Intangibles and other assets                                   37,438            3,916
                                                            ----------       ----------
          Total assets                                        $86,355          $59,983
                                                            ==========       ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                           $2,500          $ 1,887
    Accrued compensation                                        2,599            2,154
    Accrued warranty                                              559              694
    Deferred revenue                                            5,823              731
    Other accrued liabilities                                   1,875            1,629
                                                            ----------       ----------
      Total current liabilities                                13,356            7,095

Long-term debt                                                    717               --
Convertible subordinated debentures                             6,053            5,498
                                                            ----------       ----------

        Total liabilities                                      20,126           12,593

Stockholders' equity                                           66,229           47,390
                                                            ----------       ----------
      Total liabilities and stockholders' equity              $86,355          $59,983
                                                            ==========       ==========
</TABLE>


Editors: Netergy is a trademark of Netergy Networks, Inc.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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