<SUBMISSION>
<ACCESSION-NUMBER>0001095811-01-503484
<TYPE>S-8 POS
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20010730
<EFFECTIVENESS-DATE>20010730
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>8X8 INC /DE/
<CIK>0001023731
<ASSIGNED-SIC>3674
<IRS-NUMBER>770142404
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0331
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8 POS
<ACT>33
<FILE-NUMBER>333-41594
<FILM-NUMBER>1693209
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2445 MISSION COLLEGE BLVD
<CITY>SANTA CLARA
<STATE>CA
<ZIP>95054
<PHONE>4087271885
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2445 MISSION COLLEGE BLVD
<CITY>SANTA CLARA
<STATE>CA
<ZIP>95054
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>8X8 INC
<DATE-CHANGED>19961023
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>NETERGY NETWORKS INC
<DATE-CHANGED>20000912
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8 POS
<SEQUENCE>1
<FILENAME>f74464pas-8pos.txt
<DESCRIPTION>AMENDMENT NO.1 FORM S-8
<TEXT>
<PAGE>   1
      As filed with the Securities and Exchange Commission on July 30, 2001
                                                      Registration No. 333-41594
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                    8X8, INC.
             (Exact name of registrant as specified in its charter)


                Delaware                            77-0142404
                --------                            ----------
  (State or other jurisdiction of                (I.R.S. Employer
  incorporation or organization)               Identification Number)


                           2445 Mission College Blvd.
                          Santa Clara, California 95054
          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                                   ----------

                   UFORCE COMPANY - SOCIETE UFORCE AMENDED AND
                        RESTATED 1999 STOCK OPTION PLAN

                            (Full title of the plans)

                                   ----------

                                 David M. Stoll
                             Chief Financial Officer
                                    8x8, Inc.
                           2445 Mission College Blvd.
                          Santa Clara, California 95054
                                 (408) 727-1885
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   ----------

                                    Copy to:
                             John T. Sheridan, Esq.
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                           Palo Alto, California 94304

================================================================================


<PAGE>   2
          On July 17, 2000, 8x8, Inc. (the "Company") filed a registration
statement on Form S-8 (File No. 333-41594) (the "Registration Statement")
covering 1,023,898 shares of the Company's Common Stock to be sold by certain
stockholders of the Company under the UForce Company - Societe UForce Amended
and Restated 1999 Stock Option Plan (the "Plan").

         In accordance with the undertaking contained in the Registration
Statement pursuant to Item 512(a)(3) of Regulation S-K under the Securities Act,
the Registrant respectfully requests that the Securities and Exchange Commission
(the "Commission") remove from registration the 1,023,898 shares which remain
unsold under the Registration Statement. The Company is requesting the removal
from registration of these shares as there are no longer options outstanding
under the Plan and the Plan has been terminated.

         Accordingly, the Company hereby de-registers the 1,023,898 shares of
its Common Stock registered pursuant to the Registration Statement remaining
unsold thereunder.



<PAGE>   3
                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto, duly authorized, in the City of Santa
Clara, State of California, on July 30, 2001.

                                       8X8, INC.

                                       By:  /s/ David M. Stoll
                                            ------------------------------------
                                            David M. Stoll,
                                            Chief Financial Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joe Parkinson and David M. Stoll jointly and
severally, his attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.



<TABLE>
<CAPTION>
         SIGNATURE                                      TITLE                              DATE
         ---------                                      -----                              ----
<S>                                          <C>                                      <C>

/s/ Joe Parkinson                            Chairman of the Board and                July 30, 2001
-----------------------------------          Chief Executive Officer
           Joe Parkinson                     (Principal Executive Officer)


/s/ David M. Stoll                           Chief Financial Officer and              July 30, 2001
-----------------------------------          Vice President, Finance
           David M. Stoll                    (Principal Financial and
                                             Accounting Officer)


/s/ Bryan R. Martin                          President, Chief Operating              July 30, 2001
-----------------------------------          Officer and Director
          Bryan R. Martin


/s/ Bernd Girod                              Director                                July 30, 2001
-----------------------------------
           Bernd Girod


/s/ Guy L. Hecker, Jr.                       Director                                July 30, 2001
-----------------------------------
       Guy L. Hecker, Jr.


                                             Director
-----------------------------------
       Christos Lagomichos


/s/ William Tai                              Director                                July 30, 2001
-----------------------------------
           William Tai
</TABLE>




                                      II-2

</TEXT>
</DOCUMENT>
</SUBMISSION>
