<SUBMISSION>
<ACCESSION-NUMBER>0001023731-01-500008
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20011218
<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-3
<ACT>33
<FILE-NUMBER>333-75402
<FILM-NUMBER>1816933
</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-3
<SEQUENCE>1
<FILENAME>s3body.htm
<DESCRIPTION>BODY
<TEXT>
<HTML>
<HEAD>
<TITLE>121801 S3 BODY</TITLE>
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080" BGCOLOR="#ffffff">
<font FACE="Times New Roman" SIZE="3">

<p align="right"><font size="2" color="FF0000"><B>
As filed with the Securities and Exchange Commission on December 18, 2001<br>
                                               Registration No. 333-________
</B></p></font>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>

<B><FONT SIZE=4><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
</B></FONT>                  Washington, D.C. &nbsp; 20549</P>
<B><FONT SIZE=4><P ALIGN="CENTER">FORM S-3<br>
                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</P></B>
<HR width="25%">


<p align="center"><font size="5" color="#0000FF"><B>
                                  8X8, INC.
</B></font><BR>
<FONT SIZE=1>  (Exact Name of Registrant as Specified  in Its Charter)</P></FONT>

<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=529>
<TR><TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Delaware</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER"> 77-0142404</B></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">(State or other Jurisdiction of Incorporation or
Organization)</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>


<FONT SIZE=2>
<B><P ALIGN="CENTER">2445 Mission College Blvd.<BR>
Santa Clara, CA &nbsp;&nbsp; 95054<br>
                  (408) 727-1885</B><BR>
<FONT SIZE=1>(Address, including zip code, and telephone number, including area
code, of the Registrant's principal executive offices) </P>

<P ALIGN="CENTER"></P>

<FONT SIZE=3>
<B><P ALIGN="CENTER">JOE PARKINSON<br>
                  CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD<br>
                  8X8, INC.<br>
                  2445 MISSION COLLEGE BLVD.<br>
                  SANTA CLARA, CA 95054<br>
                  (408) 727-1885<br>
</B><FONT SIZE=1>(Name, address, including zip code, and telephone number,
including area code, of agent for service) </P>

<FONT SIZE=3>
<B><P ALIGN="CENTER">Copies to: </P>
<P ALIGN="CENTER">JOHN T. SHERIDAN, ESQ.<br>
                  WILSON, SONSINI, GOODRICH &amp; ROSATI<br>
                  PROFESSIONAL CORPORATION<br>
                  650 PAGE MILL ROAD<br>
                  PALO ALTO, CA 94304<br>
                  (650) 493-9300 </P>
</B>
<B><P ALIGN="CENTER">APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC:<br>
                  FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE.</P> </B>


<FONT SIZE=1>
<P>If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. </font><FONT SIZE=2><font face=Wingdings>o</font><font>&nbsp; </p>

<FONT SIZE=1>
<P>If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
</font><FONT SIZE=2><font face=Wingdings>x</font><font>&nbsp; </p>


<FONT SIZE=1>
<P>If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. </font><FONT SIZE=2><font face=Wingdings>o</font><font>&nbsp; </p>

<FONT SIZE=1>
<P>If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. </font><FONT SIZE=2><font face=Wingdings>o</font><font>&nbsp; </p>

<FONT SIZE=1>
<P>If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. </font><FONT SIZE=2><font face=Wingdings>o</font><font>&nbsp; </p>

<FONT SIZE=3>
<TABLE BORDER CELLSPACING=2 BORDERCOLOR="#c0c0c0" CELLPADDING=7 WIDTH=700>
<TR><TD VALIGN="BOTTOM" COLSPAN=5 HEIGHT=33>
<B><FONT SIZE=2><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE
</B></FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="BOTTOM" HEIGHT=46>
<B><FONT SIZE=1><P ALIGN="CENTER">TITLE OF EACH CLASS OF SECURITIES TO BE
REGISTERED</B></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM" HEIGHT=46>
<B><FONT SIZE=1><P ALIGN="CENTER">AMOUNT TO BE REGISTERED</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=46>
<B><FONT SIZE=1><P ALIGN="CENTER">PROPOSED MAXIMUM OFFERING PRICE PER SHARE
</FONT><SUP><FONT FACE="Times,Times New Roman" SIZE=2>(1)</B></SUP></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=46>
<B><FONT SIZE=1><P ALIGN="CENTER">PROPOSED MAXIMUM AGGREGATE OFFERING PRICE
</FONT><SUP><FONT FACE="Times,Times New Roman" SIZE=2>(1)</B></SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM" HEIGHT=46>
<B><FONT SIZE=1><P ALIGN="CENTER">AMOUNT OF REGISTRATION FEE</B></FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="MIDDLE" HEIGHT=26>
<FONT SIZE=1><P ALIGN="CENTER">Common Stock, $0.001 par value</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=26>
<FONT SIZE=1><P ALIGN="CENTER">1,000,000 shares</FONT></TD>
<TD WIDTH="19%" VALIGN="MIDDLE" HEIGHT=26>
<FONT SIZE=1><P ALIGN="CENTER">$0.91</FONT></TD>
<TD WIDTH="19%" VALIGN="MIDDLE" HEIGHT=26>
<FONT SIZE=1><P ALIGN="CENTER">$910,000.00</FONT></TD>
<TD WIDTH="17%" VALIGN="MIDDLE" HEIGHT=26>
<FONT SIZE=1><P ALIGN="CENTER">$217.49</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY">(1) Estimated solely for the purpose of
computing the registration fee required by Section 6(b) of the Securities Act
and computed pursuant to Rule 457(c) under the Securities Act based upon the
average of the high and low prices of the Common Stock on December 13, 2001, as
reported on the Nasdaq National Market. </P>
<P ALIGN="JUSTIFY">The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine. </P>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>

<P ALIGN="JUSTIFY">THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
AMENDED OR CHANGED. THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES
PURSUANT TO THIS PROSPECTUS UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. </P>
<B><P ALIGN="CENTER">SUBJECT TO COMPLETION, DATED DECEMBER 18, 2001  </P>

<P>PROSPECTUS </P>

<P ALIGN="CENTER"><IMG SRC="logo.gif"></P>

<P ALIGN="CENTER">1,000,000 SHARES OF COMMON STOCK </P>
<P ALIGN="CENTER">8X8, INC. </P>
</B><P ALIGN="JUSTIFY">This prospectus relates to the public offering, which is
not being underwritten, of 1,000,000 shares of our common stock which is held by
the selling stockholders identified on page 11 of this prospectus. We issued
these shares of our common stock to the selling stockholders in a private
transaction.</P>
<P ALIGN="JUSTIFY">The prices at which the selling stockholders may sell the
shares will be determined by the prevailing market price for the shares or in
negotiated transactions. We will not receive any of the proceeds from the sale
of the shares. </P>
<P ALIGN="JUSTIFY">Our common stock is quoted on the Nasdaq National Market
under the symbol "EGHT". On December 14, 2001, the last sale price of our common
stock was $0.967 per share. </P>
<P ALIGN="JUSTIFY">THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE
OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS COMMENCING ON PAGE 3 IN
DETERMINING WHETHER TO PURCHASE THE COMMON STOCK. </P>
<B><P ALIGN="JUSTIFY">NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE. </P>
<P ALIGN="CENTER">THE DATE OF THIS PROSPECTUS IS DECEMBER __, 2001 </P>
<P ALIGN="CENTER">WHERE YOU CAN FIND MORE INFORMATION</P>
</B><P ALIGN="JUSTIFY">Because we are subject to the informational requirements
of the Exchange Act, we file quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (SEC). You may
read and copy these reports, proxy statements and other information at the
public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. You may also obtain copies of those
materials at prescribed rates from the public reference section of the SEC at
450 Fifth Street, Washington, D.C. 20549. The public may obtain information on
the operation of the public reference room by calling the SEC at (800) SEC-0330.
In addition, we are required to file electronic versions of those materials with
the SEC through the SEC's EDGAR system. The SEC maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act with respect to the securities offered with this prospectus. This
prospectus does not contain all of the information in the registration
statement, parts of which we have omitted, as allowed under the rules and
regulations of the SEC. You should refer to the registration statement for
further information with respect to our securities and us. Statements contained
in this prospectus as to the contents of any contract or other document are not
necessarily complete and, in each instance, we refer you to the copy of each
contract or document filed as an exhibit to the registration statement. Copies
of the registration statement, including exhibits, may be inspected without
charge at the SEC's principal office in Washington, D.C., and you may obtain
copies from this office upon payment of the fees prescribed by the SEC. We will
furnish without charge to each person to whom a copy of this prospectus is
delivered, upon written or oral request, a copy of the information that has been
incorporated by reference into this prospectus (except exhibits, unless they are
specifically incorporated by reference into this prospectus). You should direct
any requests for copies to: 8x8, Inc., 2445 Mission College Blvd., Santa Clara,
California 95054, Attention: Chief Financial Officer, Telephone: (408) 727-1885.
</P>
<B><P ALIGN="CENTER">DOCUMENTS INCORPORATED BY REFERENCE</P>
</B><P ALIGN="JUSTIFY">The SEC allows us to incorporate by reference certain of
our publicly-filed documents into this prospectus, which means that information
included in these documents is considered part of this prospectus. We
incorporate by reference in this prospectus the information contained in the
following documents: </P>
<P ALIGN="JUSTIFY">&nbsp;</P>

<UL>
<P ALIGN="JUSTIFY"><LI>our Annual Report on Form 10-K for the year ended March
31, 2001 filed May 24, 2001;</LI></P>
<P ALIGN="JUSTIFY"><LI>our Proxy Statement dated June 14, 2001, filed in
connection with our 2001 Annual Meeting of Stockholders;</LI></P>
<P ALIGN="JUSTIFY"><LI>our Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2001, filed July 27, 2001;</LI></P>
<P ALIGN="JUSTIFY"><LI>our Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2001, filed October 25, 2001; </LI></P>
<P ALIGN="JUSTIFY"><LI>our Current Report on Form 8-K, filed April 23,
2001;</LI></P>
<P ALIGN="JUSTIFY"><LI>our Current Report on Form 8-K, filed November 14,
2001;</LI></P>
<P ALIGN="JUSTIFY"><LI>our Current Report on Form 8-K, filed December 17,
2001;</LI></P>
<P ALIGN="JUSTIFY"><LI>the description of our common stock in our registration
statement on Form 8-A filed on November 21, 1996, including any amendments or
reports filed for the purpose of updating such description; and</LI></P>
<P ALIGN="JUSTIFY"><LI>all documents that we file with the SEC under Sections
13(a), 13(c), 14 or 15 of the Exchange Act until all of the securities that we
may offer with this prospectus are sold. </LI></P></UL>

<P ALIGN="JUSTIFY">We will furnish without charge to you, on written or oral
request, a copy of any or all of the documents incorporated by reference, other
than the exhibits to those documents. You may obtain copies of those documents
from us, free of cost, by contacting us at the address or telephone number
provided in "Where You Can Find More Information" immediately above. </P>
<P ALIGN="JUSTIFY">Information that we file later with the SEC and that is
incorporated by reference in this prospectus will automatically update
information contained in this prospectus or that was previously incorporated by
reference into this prospectus. You will be deemed to have notice of all
information incorporated by reference in this prospectus as if that information
was included in this prospectus. </P>
<P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">THE COMPANY</P>
</B><P ALIGN="JUSTIFY">8x8, Inc. and its subsidiaries (collectively, We or 8x8)
develop and market communication technology for Internet Protocol (IP) telephony
and video applications. We have three product lines: voice and video
semiconductors and related software, hosted Internet Private Branch Exchange
(iPBX) solutions, and telecommunication services software.</P>
<P ALIGN="JUSTIFY">During the fiscal year ended March 31, 2001, we formed two
subsidiaries, Netergy Microelectronics, Inc. (Netergy Micro) and Centile, Inc.
(Centile) and reorganized our operations more clearly along our three product
lines. Netergy Micro provides voice and video semiconductors and related
communication software to original equipment manufacturers (OEMs) of telephones,
terminal adapters, and other edge devices and to other semiconductor companies.
Netergy Micro's technologies are used to make IP telephones and to voice-enable
cable and digital subscriber line (DSL) modems, wireless devices, and other
broadband technologies. Centile develops and markets hosted iPBX solutions that
allow service providers to offer private branch exchange (PBX) functionality to
small and medium-sized businesses over broadband networks. We have a third
product line, telecommunications services software, that includes a service
creation environment (SCE) and a unified messaging application (UM)
(collectively, the SCE Product), at the parent company level. The SCE Product is
designed for use by telecommunication equipment manufacturers and service
providers.</P>
<P ALIGN="JUSTIFY">We were incorporated in California in February 1987 and in
December 1996 we reincorporated in Delaware. In August 2000, we changed our name
from 8x8, Inc. to Netergy Networks, Inc. We changed our name back to 8x8, Inc.
in July 2001. </P>
<P>Our principal offices are located at 2445 Mission College Blvd., Santa Clara,
California 95054 and our telephone number is (408) 727-1885. </P>
<B><P ALIGN="CENTER">SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</P>
</B><P>This prospectus contains forward-looking statements. These statements
relate to future events or our future financial performance. We have attempted
to identify forward-looking statements by terminology including "believes,"
"can," "continue," "could," "estimates," "expects," "intends," "may," "plans,"
"potential," "predicts," "should," or "will" or the negative of these terms or
other comparable terminology.</P>
<P>Forward looking statements involve known and unknown risks and uncertainties
which may cause our actual results in future periods to differ materially from
what is currently anticipated. We make cautionary statements in certain sections
of this prospectus, including under "Risk Factors." You should read these
cautionary statements as being applicable to all related forward-looking
statements wherever they appear in:</P>

<UL>
<LI>this prospectus; </LI>
<LI>the materials referred to in this prospectus; </LI>
<LI>the materials incorporated by reference into this prospectus; and </LI>
<LI>our press releases.</LI></UL>

<P>No forward-looking statement is a guarantee of future performance and you
should not place undue reliance on any forward-looking statement.</P>
<B><P ALIGN="CENTER">RISK FACTORS </P>
</B><P ALIGN="JUSTIFY">Before you invest in our common stock, you should become
aware of various risks, including those described below. You should carefully
consider these risk factors, together with all of the other information included
in this prospectus, including the documents incorporated in this prospectus by
reference, before you decide whether to purchase shares of our common stock. The
risks set out below may not be exhaustive. </P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="JUSTIFY">We may need to raise additional capital to support our
growth, and failure to do so in a timely manner may cause us to delay our plans
for growth or cause us to implement additional cost reduction strategies</P>
</B><P ALIGN="JUSTIFY">As of September 30, 2001, we had approximately $19.0
million in cash and cash equivalents. We believe that our current cash and cash
equivalents, and cash generated from operations, if any, will satisfy our
expected working capital and capital expenditure requirements through at least
the next twelve months. We may, however, need additional working capital shortly
thereafter. Accordingly, we may seek additional financing at some point during
the next twelve months in order to meet our cash requirements in fiscal 2003. We
may also seek to explore business opportunities, including acquiring or
investing in complementary businesses or products that will require additional
capital from equity or debt sources. Additionally, the development and marketing
of new products could require a significant commitment of resources, which could
in turn require us to obtain additional financing earlier than otherwise
expected. We may not be able to obtain additional financing as needed on
acceptable terms, or at all, which may require us to further reduce our
operating costs and other expenditures, including additional reductions of
personnel and suspension of salary increases and capital expenditures.
Alternatively, or in addition to such potential measures, we may elect to
implement other cost reduction actions as we may determine are necessary and in
our best interests, including the possible sale or cessation of certain of our
business segments. Any such actions undertaken might limit our opportunities to
realize plans for revenue growth and we might not be able to reduce our costs in
amounts sufficient to achieve break-even or profitable operations. If we issue
additional equity or convertible debt securities to raise funds, the ownership
percentage of our existing stockholders would be reduced. New investors may
demand rights, preferences or privileges senior to those of existing holders of
our common stock.</P>
<B><P>We have a history of losses and we are uncertain as to our future
profitability</P>
</B><P ALIGN="JUSTIFY">We recorded an operating loss of approximately $6.2
million in the six months ended September 30, 2001 and we ended the period with
an accumulated deficit of $134.6 million. In addition, we recorded operating
losses of $74.5 million and $27.1 million for the fiscal years ended March 31,
2001 and 2000, respectively. We expect that the Company will continue to incur
operating losses for the foreseeable future, and such losses may be substantial.
We will need to generate significant revenue growth to achieve profitability.
Given our history of fluctuating revenues and operating losses, we cannot be
certain that we will be able to achieve profitability on either a quarterly or
annual basis.</P>

<B><P>If we fail to meet the continued listing requirements
of the Nasdaq National Market, our common stock could be delisted resulting in a
decline in the liquidity of our common stock </B></P>

<P ALIGN="JUSTIFY">Our common stock is listed on the Nasdaq National Market. The Nasdaq Stock
Market's Marketplace Rules impose requirements for companies listed on the
Nasdaq National Market to maintain their listing status, including minimum bid
price and net tangible assets or stockholders' equity requirements.  The Nasdaq
Stock Market has recently implemented a moratorium that suspends the minimum bid
and public float requirements for continued listing on the Nasdaq National
Market; however, the moratorium will expire on January 2, 2002. Our common stock
has traded at levels lower than the minimum bid price threshold of $1.00 on
several occasions recently.  If our minimum bid price does not rise above the
threshold we could face delisting. Delisting could reduce the ability of our
shareholders to purchase or sell shares as quickly and as inexpensively as they
have done historically. For instance, failure to obtain listing on another
market or exchange may make it more difficult for traders to sell our
securities. Broker-dealers may be less willing or able to sell or make a market
in our common stock. Not maintaining a listing on a major stock market
may:</P>

<UL>
<FONT SIZE=2><P ALIGN="JUSTIFY"><LI>result in a decrease in the trading price of
our common stock due to a decrease in liquidity;</LI></P>
<P ALIGN="JUSTIFY"><LI>lessen interest by institutions and individuals in
investing in our common stock; </LI></P>
<P ALIGN="JUSTIFY"><LI>make it more difficult to obtain analyst coverage;
and</LI></P>
<P ALIGN="JUSTIFY"><LI>make it more difficult for us to raise capital in the
future.</LI></P></UL>

<B><P ALIGN="JUSTIFY">The growth of our business and future profitability
depends on future IP telephony revenue</P>
</B><P ALIGN="JUSTIFY">We believe that our business and future profitability
will be largely dependent on widespread market acceptance of our internet
protocol (IP) telephony technology and products. Our videoconferencing
semiconductor business has not provided, nor is it expected to provide,
sufficient revenues to profitably operate our business. To date, we have not
generated significant revenue from the sale of our IP telephony products. If we
are not able to generate significant revenues selling into the IP telephony
market, our business and operating results would be seriously harmed.</P>
<P ALIGN="JUSTIFY">Success of our IP telephony product strategy assumes that
there will be future demand for IP telephony systems and services. In order for
the IP telephony market to continue to grow, several things need to occur.
Telephone service providers must continue to invest in the deployment of high
speed broadband networks to residential and commercial customers. IP networks
must improve quality of service for real-time communications, managing effects
such as packet jitter, packet loss, and unreliable bandwidth, so that toll-quality service can
be provided. IP telephony equipment must achieve the 99.999%
reliability that users of the public switched telephone network (PSTN) have come
to expect from their telephone service. IP telephony service providers must
offer cost and feature benefits to their customers that are sufficient to cause
the customers to switch away from traditional telephony service providers. If
any or all of these factors fail to occur, our business may not grow. </P>
<B><P ALIGN="JUSTIFY">Our future operating results may not follow past or
expected trends due to many factors and any of these could cause our stock price
to fall</P>
</B><P ALIGN="JUSTIFY">Our historical operating results have fluctuated
significantly and will likely continue to fluctuate in the future, and a decline
in our operating results could cause our stock price to fall. On an annual and a
quarterly basis, there are a number of factors that may affect our operating
results, many of which are outside our control. These include, but are not
limited to:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>changes in market demand;</LI></P>
<P ALIGN="JUSTIFY"><LI>the timing of customer orders;</LI></P>
<P ALIGN="JUSTIFY"><LI>competitive market conditions;</LI></P>
<P ALIGN="JUSTIFY"><LI>lengthy sales cycles and/or regulatory approval
cycles;</LI></P>
<P ALIGN="JUSTIFY"><LI>new product introductions by us or our
competitors;</LI></P>
<P ALIGN="JUSTIFY"><LI>market acceptance of new or existing products;</LI></P>
<P ALIGN="JUSTIFY"><LI>the cost and availability of components;</LI></P>
<P ALIGN="JUSTIFY"><LI>the mix of our customer base and sales channels;</LI></P>
<P ALIGN="JUSTIFY"><LI>the mix of products sold;</LI></P>
<P ALIGN="JUSTIFY"><LI>the management of inventory;</LI></P>
<P ALIGN="JUSTIFY"><LI>the level of international sales;</LI></P>
<P ALIGN="JUSTIFY"><LI>continued compliance with industry standards;
and</LI></P>
<P ALIGN="JUSTIFY"><LI>general economic conditions.</LI></P></UL>

<P ALIGN="JUSTIFY">Our gross margin is affected by a number of factors
including, product mix, the recognition of license and other revenues for which
there may be little or no corresponding cost of revenues, product pricing, the
allocation between international and domestic sales, the percentage of direct
sales and sales to resellers, and manufacturing and component costs. The markets
for our products are characterized by falling average selling prices. We expect
that, as a result of competitive pressures and other factors, gross profit as a
percentage of revenue for our videoconferencing semiconductor products will
continue to decrease for the foreseeable future. Average selling prices (ASPs)
realized to date for our IP telephony semiconductors have been lower than those
historically attained for our videoconferencing semiconductor products resulting
in lower gross margins. In the likely event that we encounter significant price
competition in the markets for our products, we could be at a significant
disadvantage compared to our competitors, many of whom have substantially
greater resources, and therefore may be better able to withstand an extended
period of downward pricing pressure. </P>
<P ALIGN="JUSTIFY">Variations in timing of sales may cause significant
fluctuations in future operating results. In addition, because a significant
portion of our business may be derived from orders placed by a limited number of
large customers, including OEM customers, the timing of such orders can also
cause significant fluctuations in our operating results. Anticipated orders from
customers may fail to materialize. Delivery schedules may be deferred or
canceled for a number of reasons, including changes in specific customer
requirements or international economic conditions. The adverse impact of a
shortfall in our revenues may be magnified by our inability to adjust spending
to compensate for such shortfall. Announcements by our competitors or us of new
products and technologies could cause customers to defer purchases of our
existing products, which would also have a material adverse effect on our
business and operating results. As a result of these and other factors, it is
likely that in some or all future periods our operating results will be below
the expectations of securities analysts or investors, which would likely result
in a significant reduction in the market price of our common stock.</P>
<B><P ALIGN="JUSTIFY">We may not be able to manage our inventory levels
effectively, which may lead to inventory obsolescence that would force us to
lower our prices</P>
</B><P ALIGN="JUSTIFY">Our products have lead times of up to several months, and
are built to forecasts that are necessarily imprecise. Because of our practice
of building our products to necessarily imprecise forecasts, it is likely that,
from time to time, we will have either excess or insufficient product inventory.
Excess inventory levels would subject us to the risk of inventory obsolescence
and the risk that our selling prices may drop below our inventory costs, while
insufficient levels of inventory may negatively affect relations with customers.
Any of these factors could have a material adverse effect on our business,
operating results, and financial condition.</P>
<B><P ALIGN="JUSTIFY">We depend on purchase orders from key customers and
failure to receive significant purchase orders in the future would cause a
decline in our operating results</P>
</B><P ALIGN="JUSTIFY">Historically, a significant portion of our sales has been
to relatively few customers, although the composition of these customers has
varied. Revenues from our ten largest customers for the quarters ended September
30, 2001 and 2000, respectively, accounted for approximately 86% and 51% of
total revenues. Revenues from our ten largest customers for the fiscal years
ended March 31, 2001 and 2000 accounted for approximately 48% and 35%,
respectively, of total revenues. Substantially all of our product sales have
been made, and are expected to continue to be made, on a purchase order basis.
None of our customers has entered into a long-term agreement requiring it to
purchase our products. In the future, we will need to gain purchase orders for
our products to earn additional revenue. Further, substantially all of our
license and other revenues are nonrecurring. </P>
<B><P ALIGN="JUSTIFY">The IP telephony market is subject to rapid technological
change and we depend on new product introduction in order to maintain and grow
our business</P>
</B><P ALIGN="JUSTIFY">IP telephony is an emerging market that is characterized
by rapid changes in customer requirements, frequent introductions of new and
enhanced products, and continuing and rapid technological advancement. To
compete successfully in this emerging market, we must continue to design,
develop, manufacture, and sell new and enhanced semiconductor and IP telephony
software products and services that provide increasingly higher levels of
performance and reliability at lower cost. These new and enhanced products must
take advantage of technological advancements and changes, and respond to new
customer requirements. Our success in designing, developing, manufacturing, and
selling such products and services will depend on a variety of factors,
including:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>the identification of market demand for new
products;</LI></P>
<P ALIGN="JUSTIFY"><LI>product and feature selection;</LI></P>
<P ALIGN="JUSTIFY"><LI>timely implementation of product design and
development;</LI></P>
<P ALIGN="JUSTIFY"><LI>product performance;</LI></P>
<P ALIGN="JUSTIFY"><LI>cost-effectiveness of products under
development;</LI></P>
<P ALIGN="JUSTIFY"><LI>effective manufacturing processes; and</LI></P>
<P ALIGN="JUSTIFY"><LI>success of promotional efforts.</LI></P></UL>

<P ALIGN="JUSTIFY">Additionally, we may also be required to collaborate with
third parties to develop our products and may not be able to do so on a timely
and cost-effective basis, if at all. We have in the past experienced delays in
the development of new products and the enhancement of existing products, and
such delays will likely occur in the future. If we are unable, due to resource
constraints or technological or other reasons, to develop and introduce new or
enhanced products in a timely manner, if such new or enhanced products do not
achieve sufficient market acceptance, or if such new product introductions
decrease demand for existing products, our operating results would decline and
our business would not grow.</P>
<B><P ALIGN="JUSTIFY">The long and variable sales and deployment cycles for our
IP telephony software products may cause our revenue and operating results to
vary </P>
</B><P ALIGN="JUSTIFY">Our IP telephony software products, including our hosted
iPBX and the SCE Product, have lengthy sales cycles, and we may incur
substantial sales and marketing expenses and expend significant management
effort without making a sale. A customer's decision to purchase our products
often involves a significant commitment of its resources and a lengthy product
evaluation and qualification process. In addition, the length of our sales
cycles will vary depending on the type of customer to whom we are selling and
the product being sold. Even after making the decision to purchase our products,
our customers may deploy our products slowly. Timing of deployment can vary
widely and will depend on various factors, including:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>the size of the network deployment;</LI></P>
<P ALIGN="JUSTIFY"><LI>the complexity of our customers' network
environments;</LI></P>
<P ALIGN="JUSTIFY"><LI>our customers' skill sets;</LI></P>
<P ALIGN="JUSTIFY"><LI>the hardware and software configuration and customization
necessary to deploy our products; and</LI></P>
<P ALIGN="JUSTIFY"><LI>our customers' ability to finance their purchase of our
products.</LI></P></UL>

<P ALIGN="JUSTIFY">As a result, it is difficult for us to predict the quarter in
which our customers may purchase our IP telephony software products, and our
revenue and operating results may vary significantly from quarter to
quarter.</P>
<B><P ALIGN="JUSTIFY">If our products do not interoperate with our customers'
networks, orders for our products will be delayed or canceled and substantial
product returns could occur, which could harm our business</P>
</B><P ALIGN="JUSTIFY">Many of the potential customers for our hosted iPBX and
unified messaging products have requested that our products be designed to
interoperate with their existing networks, each of which may have different
specifications and use multiple standards. Our customers' networks may contain
multiple generations of products from different vendors that have been added
over time as their networks have grown and evolved. Our products must
interoperate with these products as well as with future products in order to
meet our customers' requirements. In some cases, we may be required to modify
our product designs to achieve a sale, which may result in a longer sales cycle,
increased research and development expense, and reduced operating margins. If
our products do not interoperate with existing equipment or software in our
customers' networks, installations could be delayed, orders for our products
could be canceled or our products could be returned. This could harm our
business, financial condition, and results of operations.</P>
<B><P>We may have difficulty identifying the source of the problem when there is
a problem in a network</P>
</B><P ALIGN="JUSTIFY">Our hosted iPBX solution must successfully integrate with
products from other vendors, such as traditional telephone systems. As a result,
when problems occur in a network, it may be difficult to identify the source of
the problem. The occurrence of hardware and software errors, whether caused by
our hosted iPBX solution or another vendor's products, may result in the delay
or loss of market acceptance of our products and any necessary revisions may
force us to incur significant expenses. The occurrence of some of these types of
problems may seriously harm our business, financial condition and results of
operations.</P>
<B><P ALIGN="JUSTIFY">Intense competition in the markets in which we compete
could prevent us from increasing or sustaining our revenue and prevent us from
achieving profitability </P>
</B><P ALIGN="JUSTIFY">We expect our competitors to continue to improve the
performance of their current products and introduce new products or new
technologies. If our competitors successfully introduce new products or enhance
their existing products, this could reduce the sales or market acceptance of our
products and services, increase price competition or make our products obsolete.
To be competitive, we must continue to invest significant resources in research
and development, sales and marketing, and customer support. We may not have
sufficient resources to make these investments or to make the technological
advances necessary to be competitive, which in turn will cause our business to
suffer.</P>
<P ALIGN="JUSTIFY">In addition, our focus on developing a range of technology
products, including semiconductors and related embedded software, hosted iPBX
solutions, and service creation software, places a significant strain on our
research and development resources. Competitors that focus on one aspect of
technology, such as software or semiconductors, may have a considerable
advantage over us. In addition, many of our current and potential competitors
have longer operating histories, are substantially larger, and have greater
financial, manufacturing, marketing, technical, and other resources. For
example, certain competitors in the market for our semiconductor products
maintain their own semiconductor foundries and may therefore benefit from
certain capacity, cost and technical advantages. Many also have greater name
recognition and a larger installed base of products than us. Competition in our
markets may result in significant price reductions. As a result of their greater
resources, many current and potential competitors may be better able than us to
initiate and withstand significant price competition or downturns in the
economy. There can be no assurance that we will be able to continue to compete
effectively, and any failure to do so would harm our business, operating
results, and financial condition.</P>
<B><P ALIGN="JUSTIFY">If we do not develop and maintain successful partnerships
for IP telephony products, we may not be able to successfully market our
solutions</P>
</B><P ALIGN="JUSTIFY">We are entering into new market areas and our success is
partly dependent on our ability to forge new marketing and engineering
partnerships. IP telephony communication systems are extremely complex and no
single company possesses all the required technology components needed to build
a complete end to end solution. We will likely need to enter into partnerships
to augment our development programs and to assist us in marketing complete
solutions to our targeted customers. We may not be able to develop such
partnerships in the course of our product development. Even if we do establish
the necessary partnerships, we may not be able to adequately capitalize on these
partnerships to aid in the success of our business.</P>

<B><P ALIGN="JUSTIFY">Inability to protect our proprietary technology or our
infringement of a third party's proprietary technology would disrupt our
business</P>
</B><P ALIGN="JUSTIFY">We rely in part on trademark, copyright, and trade secret
law to protect our intellectual property in the United States and abroad. We
seek to protect our software, documentation, and other written materials under
trade secret and copyright law, which afford only limited protection. We also
rely in part on patent law to protect our intellectual property in the United
States and internationally. As of the date of this filing we hold forty-seven
(47)</FONT><FONT SIZE=2 COLOR="#0000ff"> </FONT><FONT SIZE=2>United States
patents and have a number of United States and foreign patent applications
pending. We cannot predict whether such pending patent applications will result
in issued patents. We may not be able to protect our proprietary rights in the
United States or internationally (where effective intellectual property
protection may be unavailable or limited), and competitors may independently
develop technologies that are similar or superior to our technology, duplicate
our technology or design around any patent of ours. We have in the past licensed
and in the future expect to continue licensing our technology to others; many of
whom are located or may be located abroad. There are no assurances that such
licensees will protect our technology from misappropriation. Moreover,
litigation may be necessary in the future to enforce our intellectual property
rights, to determine the validity and scope of the proprietary rights of others,
or to defend against claims of infringement or invalidity. Such litigation could
result in substantial costs and diversion of management time and resources and
could have a material adverse effect on our business, financial condition,
liquidity and operating results. Any settlement or adverse determination in such
litigation would also subject us to significant liability.</P>
<P ALIGN="JUSTIFY">There has been substantial litigation in the semiconductor,
electronics, and related industries regarding intellectual property rights, and
from time to time third parties may claim infringement by us of their
intellectual property rights. Our broad range of technology, including systems,
digital and analog circuits, software, and semiconductors, increases the
likelihood that third parties may claim infringement by us of their intellectual
property rights. If we were found to be infringing on the intellectual property
rights of any third party, we could be subject to liabilities for such
infringement, which could be material. We could also be required to refrain from
using, manufacturing or selling certain products or using certain processes,
either of which could have a material adverse effect on our business and
operating results. From time to time, we have received, and may continue to
receive in the future, notices of claims of infringement, misappropriation or
misuse of other parties' proprietary rights. There can be no assurance that we
will prevail in these discussions and actions or that other actions alleging
infringement by the Company of third-party patents will not be asserted or
prosecuted against the Company.</P>
<P ALIGN="JUSTIFY">We rely on certain technology, including hardware and
software licensed from third parties. The loss of, or inability to maintain,
existing licenses could have a material adverse effect on our business and
operating results. In addition, we may be required to license technology from
third parties in the future to develop new products or product enhancements.
Third-party licenses may not be available to us on commercially reasonable
terms, if at all. Our inability to obtain third-party licenses required to
develop new products and product enhancements could require us to obtain
substitute technology of lower quality or performance standards or at a greater
cost, any of which could seriously harm our business, financial condition and
operating results.</P>
<B><P ALIGN="JUSTIFY">Continued reductions in levels of capital investment by
telecommunication service providers might impact our ability to increase revenue
and prevent us from achieving profitability</P>
</B><P ALIGN="JUSTIFY">The market for the services provided by telecommunication
service providers who compete against traditional telephone companies has only
begun to emerge, and many of these service providers are still building their
infrastructure and rolling out their services. These telecommunication service
providers require substantial capital for the development, construction, and
expansion of their networks and the introduction of their services. Financing
may not be available to emerging telecommunication service providers on
favorable terms, if at all. The inability of our current or potential emerging
telecommunication service provider customers to acquire and keep customers, to
successfully raise needed funds, or to respond to any other trends such as price
reductions for their services or diminished demand for telecommunication
services generally, could adversely affect their operating results or cause them
to reduce their capital spending programs. If our current or potential customers
are forced to defer or curtail their capital spending programs, sales of our
hosted iPBX and SCE Product to those telecommunication service providers may be
adversely affected, which would negatively impact our business, financial
condition, and results of operations. In addition, many of the industries in
which telecommunication service providers operate have recently experienced
consolidation. The loss of one or more of our current or potential
telecommunication service provider customers, through industry consolidation or
otherwise, could reduce or eliminate our sales to such a customer and
consequently harm our business, financial condition, and results of
operations.</P>
<B><P ALIGN="JUSTIFY">The failure of IP networks to meet the reliability and
quality standards required for voice communications could render our products
obsolete</P>
</B><P ALIGN="JUSTIFY">Circuit-switched telephony networks feature very high
reliability, with a guaranteed quality of service. The common standard for
reliability of carrier-grade real-time voice communications is 99.999%, meaning
that the network can be down for only a few minutes per year. In addition, such
networks have imperceptible delay and consistently satisfactory audio quality.
Emerging broadband IP networks, such as LANs, WANs, and the Internet, or
emerging last mile technologies such as cable, DSL, and wireless local loop, may
not be used for telephony unless such networks and technologies can provide
reliability and quality consistent with these standards.</P>
<B><P ALIGN="JUSTIFY">Our products must comply with industry standards and FCC
regulations, and changes may require us to modify existing products</P>
</B><P ALIGN="JUSTIFY">In addition to reliability and quality standards, the
market acceptance of telephony over broadband IP networks is dependent upon the
adoption of industry standards so that products from multiple manufacturers are
able to communicate with each other. IP telephony products rely heavily on
standards such as H.323, SIP, MGCP, and Megaco to interoperate with other
vendors' equipment. There is currently a lack of agreement among industry
leaders about which standard should be used for a particular application, and
about the definition of the standards themselves. We also must comply with
certain rules and regulations of the Federal Communications Commission (FCC)
regarding electromagnetic radiation and safety standards established by
Underwriters Laboratories as well as similar regulations and standards
applicable in other countries. Standards are continuously being modified and
replaced. As standards evolve, we may be required to modify our existing
products or develop and support new versions of our products. The failure of our
products to comply, or delays in compliance, with various existing and evolving
industry standards could delay or interrupt volume production of our IP
telephony products, which would have a material adverse effect on our business,
financial condition and operating results.</P>
<B><P ALIGN="JUSTIFY">Future regulation or legislation of the Internet could
restrict our business or increase our cost of doing business</P>
</B><P ALIGN="JUSTIFY">At present there are few laws or regulations that
specifically address access to or commerce on the Internet, including IP
telephony. We are unable to predict the impact, if any, that future legislation,
legal decisions or regulations concerning the Internet may have on our business,
financial condition, and results of operations. Regulation may be targeted
towards, among other things, assessing access or settlement charges, imposing
tariffs or imposing regulations based on encryption concerns or the
characteristics and quality of products and services, any of which could
restrict our business or increase our cost of doing business. The increasing
growth of the broadband IP telephony market and popularity of broadband IP
telephony products and services heighten the risk that governments will seek to
regulate broadband IP telephony and the Internet. In addition, large,
established telecommunication companies may devote substantial lobbying efforts
to influence the regulation of the broadband IP telephony market, which may be
contrary to our interests.</P>
<B><P ALIGN="JUSTIFY">We may transition to smaller geometry process technologies
and higher levels of design integration, which could disrupt our business</P>
</B><P ALIGN="JUSTIFY">We continuously evaluate the benefits, on an integrated
circuit, product-by-product basis, of migrating to smaller geometry process
technologies in order to reduce costs related to the development and production
of our semiconductors. We believe that the transition of our products to
increasingly smaller geometries will be important for us to remain competitive.
We have in the past experienced difficulty in migrating to new manufacturing
processes, which has resulted and could continue to result in reduced yields,
delays in product deliveries, and increased expense levels. Moreover, we are
dependent on relationships with our foundries and their partners to migrate to
smaller geometry processes successfully. If any such transition is substantially
delayed or inefficiently implemented, we may experience delays in product
introductions and incur increased expenses. As smaller geometry processes become
more prevalent, we expect to integrate greater levels of functionality, as well
as customer and third party intellectual property, into our products. We cannot
predict whether higher levels of design integration or the use of third-party
intellectual property will adversely affect our ability to deliver new
integrated products on a timely basis, or at all.</P>
<B><P ALIGN="JUSTIFY">We depend on subcontracted manufacturers to manufacture
substantially all of our products, and any delay or interruption in
manufacturing by these contract manufacturers would result in delayed or reduced
shipments to our customers and may harm our business </P>
</B><P ALIGN="JUSTIFY">We outsource the manufacturing of our semiconductor
products to independent foundries. Our primary semiconductor manufacturer is
Taiwan Semiconductor Manufacturing Corporation (TSMC). While TSMC has been a
valuable and capable supplier, there are no assurances or supply contracts
guaranteeing that they will continue to supply us with our required wafer
supply. Furthermore, Taiwan is always subject to geological or geopolitical
disturbances that could instantly cut off such supply. We also rely on other
third party manufacturers for packaging and testing of our semiconductors. </P>
<P ALIGN="JUSTIFY">We do not have long-term purchase agreements with our
subcontract manufacturers or our component suppliers. There can be no assurance
that our subcontract manufacturers will be able or willing to reliably
manufacture our products, in volumes, on a cost effective basis or in a timely
manner. For our semiconductor products, the time to port our technology to
another foundry, the time to qualify the new versions of product, and the cost
of this effort as well as the tooling associated with wafer production would
have a material adverse effect on our business, operating results, and financial
condition.</P>
<B><P ALIGN="JUSTIFY">If we discover product defects, we may have product-related liabilities
which may cause us to lose revenues or delay market
acceptance of our products</P>
</B><P ALIGN="JUSTIFY">Products as complex as those we offer frequently contain
errors, defects, and functional limitations when first introduced or as new
versions are released. We have in the past experienced such errors, defects or
functional limitations. We sell products into markets that are extremely
demanding of robust, reliable, fully functional products. Therefore, delivery of
products with production defects or reliability, quality or compatibility
problems could significantly delay or hinder market acceptance of such products,
which could damage our credibility with our customers and adversely affect our
ability to retain our existing customers and to attract new customers. Moreover,
such errors, defects or functional limitations could cause problems,
interruptions, delays or a cessation of sales to our customers. Alleviating such
problems may require significant expenditures of capital and resources by us.
Despite our testing, our suppliers or our customers may find errors, defects or
functional limitations in new products after commencement of commercial
production. This could result in additional development costs, loss of, or
delays in, market acceptance, diversion of technical and other resources from
our other development efforts, product repair or replacement costs, claims by
our customers or others against us, or the loss of credibility with our current
and prospective customers.</P>
<B><P ALIGN="JUSTIFY">We have significant international operations, which
subject us to risks that could cause our operating results to decline</P>
</B><P ALIGN="JUSTIFY">Sales to customers outside of North America during the
three and six month periods ended September 30, 2001 were 60% and 62%,
respectively. The table below shows the percentage of total revenue received
from customers in the different regions: </P></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=624>
<TR><TD WIDTH="27%" VALIGN="TOP" HEIGHT=29>
<P ALIGN="JUSTIFY"><FONT SIZE=2>&nbsp;&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=29><P></P></TD>
<TD WIDTH="36%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=29>
<B><FONT SIZE=2><P ALIGN="CENTER">Three Months Ended September
30,</B></FONT></TD>
<TD WIDTH="36%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=29>
<B><FONT SIZE=2><P ALIGN="CENTER">Six Months Ended September 30,</B></FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=24>
<B><FONT SIZE=2><P ALIGN="CENTER">2001</B></FONT></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=24>
<B><FONT SIZE=2><P ALIGN="CENTER">2000</B></FONT></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=24>
<B><FONT SIZE=2><P ALIGN="CENTER">2001</B></FONT></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=24>
<B><FONT SIZE=2><P ALIGN="CENTER">2000</B></FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP" HEIGHT=20>
<FONT SIZE=2><P ALIGN="JUSTIFY">North America......</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=20><P></P></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">40%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">62%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">38%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">45%</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP" HEIGHT=20>
<FONT SIZE=2><P ALIGN="JUSTIFY">Europe..........</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=20><P></P></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">21%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">15%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">21%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">25%</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP" HEIGHT=20>
<FONT SIZE=2><P ALIGN="JUSTIFY">Taiwan..........</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=20><P></P></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">17%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">5%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">17%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">14%</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP" HEIGHT=20>
<FONT SIZE=2><P ALIGN="JUSTIFY">Other Asia Pacific....</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=20><P></P></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">22%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">18%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">24%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">16%</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">100%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">100%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">100%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">100%</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Substantially all of our current semiconductor and system-level products
are, and substantially all of our future products will be,
manufactured, assembled, and tested by independent third parties in foreign
countries. International sales and manufacturing are subject to a number of
risks, including general economic conditions in regions such as Asia, changes in
foreign government regulations and telecommunication standards, export license
requirements, tariffs and taxes, other trade barriers, fluctuations in currency
exchange rates, difficulty in collecting accounts receivable, and difficulty in
staffing and managing foreign operations. We are also subject to geopolitical
risks, such as political, social, and economic instability, potential
hostilities, and changes in diplomatic and trade relationships, in connection
with our international operations. A significant decline in demand from foreign
markets could have a material adverse effect on our business, operating results,
and financial condition.</P>
<B><P>We need to retain key personnel to support our products and ongoing
operations </P>
</B><P ALIGN="JUSTIFY">The development and marketing of our IP telephony
products will continue to place a significant strain on our limited personnel,
management, and other resources. While the pace of economic growth in the San
Francisco Bay Area (where our corporate headquarters are located) has slowed in
recent months, competition for highly skilled engineering, sales, marketing, and
support personnel has remained strong. Any failure to retain qualified personnel
could adversely affect our financial results and impair our growth. We currently
do not maintain key person life insurance policies on any of our employees.</P>
<B><P>Our stock price has been highly volatile </P>
</B><P ALIGN="JUSTIFY">The market price of the shares of our common stock has
been and is likely to be highly volatile. It may be significantly affected by
factors such as: </P>

<UL>
<P ALIGN="JUSTIFY"><LI>actual or anticipated fluctuations in our operating
results;</LI></P>
<P ALIGN="JUSTIFY"><LI>announcements of technical innovations;</LI></P>
<P ALIGN="JUSTIFY"><LI>loss of key personnel;</LI></P>
<P ALIGN="JUSTIFY"><LI>new products or new contracts by us, our competitors or
their customers; and</LI></P>
<P ALIGN="JUSTIFY"><LI>developments with respect to patents or proprietary
rights, general market conditions, changes in financial estimates by securities
analysts, and other factors which could be unrelated to, or outside our
control.</LI></P></UL>

<P ALIGN="JUSTIFY">The stock market has from time to time experienced
significant price and volume fluctuations that have particularly affected the
market prices for the common stocks of technology companies and that have often
been unrelated to the operating performance of particular companies. These broad
market fluctuations may adversely affect the market price of our common stock.
In the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been initiated against
the issuing company. If our stock price is volatile, we may also be subject to
such litigation. Such litigation could result in substantial costs and a
diversion of management's attention and resources, which would disrupt business
and could cause a decline in our operating results. Any settlement or adverse
determination in such litigation would also subject us to significant
liability.</P>
<B><P ALIGN="JUSTIFY">The location of our headquarters facility subjects us to
the risk of earthquakes</P>
</B><P ALIGN="JUSTIFY">Our corporate headquarters is located in the San
Francisco Bay area of Northern California, a region known for seismic activity.
A significant natural disaster, such as an earthquake, could have a material
adverse impact on our business, operating results, and financial condition.</P>
<B><P>We may face interruption of production and services due to increased
security measures in response to recent and potential future terrorist
activities</P>
</B><P>Our business depends on the free flow of products and services through
the channels of commerce. Recently, in response to terrorists' activities and
threats aimed at the United States, transportation, mail, financial and other
services have been slowed or stopped altogether. Further delays or stoppages in
transportation, mail, financial or other services, particularly any such delays
or stoppages which harm our ability to obtain an adequate supply of wafers and
products from our independent foundries, could harm our business, results of
operations and financial condition. Furthermore, we may experience an increase
in operating costs, such as costs for transportation, insurance and security as
a result of the activities and potential activities. We may also experience
delays in receiving payments from customers that have been affected by the
terrorist activities and potential activities. The United States economy in
general is being adversely affected by terrorist activities and potential
terrorist activities. Any economic downturn could adversely impact our results
of operations, impair our ability to raise capital or otherwise adversely affect
our ability to grow our business. Moreover, we cannot determine whether other
attacks may occur in the future and the effects of such attacks on our
business.</P>
<B><P ALIGN="JUSTIFY">If we fail to obtain or maintain effectiveness of a
registration statement for the resale of 1,000,000 shares of our common stock
issued in connection with the redemption of our outstanding convertible debt we
may be forced to pay a cash penalty or redeem all or a portion of the shares
being registered causing our business to suffer</P>
</B><P>Under the terms of a registration rights agreement we entered into in
connection with the redemption of our outstanding convertible debt we agreed to
register the shares for resale by the former note holders. If we fail to obtain
or maintain effectiveness of the registration statement covering the resale of
1,000,000 shares of common stock, we may be required to pay a cash penalty and
may be required to redeem all or a portion of the shares of common stock to be
registered. Under the agreement the redemption price would be the higher of
$0.898 or the market price of our common stock at the time of the redemption. If
we are required to pay a cash penalty or to redeem any of the shares, this will
deplete our cash reserves, which may cause harm to our business, results of
operations and financial condition.</P>
<B><P ALIGN="CENTER">USE OF PROCEEDS</P>
</B><P ALIGN="JUSTIFY">The proceeds from the sale of the common stock offered
pursuant to this prospectus are solely for the account of the selling
stockholders. Accordingly, we will not receive any proceeds from the sale of the
shares from the selling stockholders. </P>
<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">SELLING STOCKHOLDERS </P>
</B><P ALIGN="JUSTIFY">On December 17, 2001, the Company redeemed all of their
outstanding 4% Series A and Series B convertible subordinated notes due December
2002. In connection with the transaction we agreed to register 1,000,000 shares
of our common stock.</P>
<P ALIGN="JUSTIFY">The following table sets forth certain information known to
us with respect to the beneficial ownership of our common stock by the selling
stockholders, as of December 17, 2001. The following table assumes that the
selling stockholders sell all of their shares being offered pursuant to this
prospectus. We are unable to determine the exact number of shares that will
actually be sold. None of the selling stockholders has held any position or
office or had a material relationship with us. </P>
<P ALIGN="JUSTIFY">The percentage of shares beneficially owned is based on
27,894,280 shares outstanding at December 17, 2001 determined in accordance with
Rule 13d-3 of the Exchange Act, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rule,
beneficial ownership includes any shares as to which the individual has sole or
shared voting power or investment power and also any shares which the individual
has the right to acquire within 60 days of December 17, 2001 through the
exercise of any warrants or other right. Unless otherwise indicated in the
footnotes, each person has sole voting and investment power (or shares such
powers with his or her spouse) with respect to the shares shown as beneficially
owned. </P></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=696>
<TR><TD WIDTH="31%" VALIGN="BOTTOM" HEIGHT=28>
<P></TD>
<TD WIDTH="22%" VALIGN="BOTTOM" HEIGHT=28>
<B><FONT SIZE=1><P ALIGN="CENTER">NUMBER OF SHARES BENEFICIALLY OWNED
</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=28>
<B><FONT SIZE=1><P ALIGN="CENTER">SHARES BEING</B></FONT></TD>
<TD WIDTH="28%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=28>
<B><FONT SIZE=1><P ALIGN="CENTER">SHARES BENEFICIALLY OWNED AFTER OFFERING
</FONT><SUP><FONT FACE="Times,Times New Roman" SIZE=2>(1)</B></SUP></FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="BOTTOM" HEIGHT=12>
<B><FONT SIZE=1><P>NAME OF SELLING STOCKHOLDER</B></FONT></TD>
<TD WIDTH="22%" VALIGN="BOTTOM" HEIGHT=12>
<B><FONT SIZE=1><P ALIGN="CENTER">PRIOR TO OFFERING</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=12>
<B><FONT SIZE=1><P ALIGN="CENTER">OFFERED</B></FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM" HEIGHT=12>
<B><FONT SIZE=1><P ALIGN="CENTER">NUMBER </FONT><SUP><FONT FACE="Times,Times New
Roman" SIZE=2>(2)</B></SUP></FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM" HEIGHT=12>
<B><FONT SIZE=1><P ALIGN="CENTER">PERCENT</B></FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=22>
<FONT SIZE=1><P>Fisher Capital Ltd. </FONT><SUP><FONT FACE="Times,Times New
Roman" SIZE=1>(3) (4)</SUP></FONT></TD>
<TD WIDTH="22%" VALIGN="MIDDLE" HEIGHT=22>
<FONT SIZE=1><P ALIGN="RIGHT">1,015,280</FONT></TD>
<TD WIDTH="19%" VALIGN="MIDDLE" HEIGHT=22>
<FONT SIZE=1><P ALIGN="RIGHT">620,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=22>
<FONT SIZE=1><P ALIGN="RIGHT">395,280</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=22>
<FONT SIZE=1><P ALIGN="CENTER">1.4%</FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=18>
<FONT SIZE=1><P>Wingate Capital Ltd. </FONT><SUP><FONT FACE="Times,Times New
Roman" SIZE=1>(3) (5)</SUP></FONT></TD>
<TD WIDTH="22%" VALIGN="MIDDLE" HEIGHT=18>
<FONT SIZE=1><P ALIGN="RIGHT">622,269</FONT></TD>
<TD WIDTH="19%" VALIGN="MIDDLE" HEIGHT=18>
<FONT SIZE=1><P ALIGN="RIGHT">380,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=18>
<FONT SIZE=1><P ALIGN="RIGHT">242,269</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=18>
<FONT SIZE=1><P ALIGN="CENTER">*</FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP" HEIGHT=19><P></P></TD>
<TD WIDTH="22%" VALIGN="MIDDLE" HEIGHT=19>
<FONT SIZE=1><P ALIGN="RIGHT">1,637,549</FONT></TD>
<TD WIDTH="19%" VALIGN="MIDDLE" HEIGHT=19>
<FONT SIZE=1><P ALIGN="RIGHT">1,000,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=19>
<FONT SIZE=1><P ALIGN="RIGHT">637,549</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP" HEIGHT=19>
<FONT SIZE=1><P ALIGN="CENTER">2.2%</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P>* Represents beneficial ownership of less than 1% of common
stock. </P>
<P ALIGN="JUSTIFY">(1) This registration statement also shall cover any
additional shares of common stock which become issuable in connection with the
shares registered for sale hereby by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of 8x8's outstanding
shares of common stock. </P>
<P ALIGN="JUSTIFY">(2) This table assumes that all shares offered hereby will be
sold by the selling shareholders. </P>
<P ALIGN="JUSTIFY">(3) Citadel Limited Partnership is the trading manager of
each of Fisher Capital Ltd. and Wingate Capital Ltd. (collectively, the Citadel
Entities) and consequently has voting control and investment discretion over
securities held by the Citadel Entities. Kenneth C. Griffin indirectly controls
Citadel Limited Partnership. The ownership information for each of the Citadel
Entities does not include the ownership information for the other Citadel
Entities. Citadel Limited Partnership, Mr. Griffin and each of the Citadel
Entities disclaims beneficial ownership of the shares held by the other Citadel
Entities. </P>
<P ALIGN="JUSTIFY">(4) Includes 620,000 shares of common stock held by Fisher
Capital Ltd., all of which are registered for sale under this prospectus, and
395,280 shares that Fisher Capital Ltd. has the right to acquire upon exercise
of outstanding warrants. The warrants may not be exercised if after giving
effect to such exercise the holder would have acquired over the sixty day period
prior to exercise and as a result of such exercise, in excess of 10.00% of the
outstanding shares of our common stock following such exercise.</P>
<P>(5) Includes 380,000 shares of common stock held by Wingate Capital Ltd., all
of which are registered for sale under this prospectus, and 242,269 shares that
Wingate Capital Ltd. has the right to acquire upon exercise of outstanding
warrants. The warrants may not be exercised if after giving effect to such
exercise the holder would have acquired over the sixty day period prior to
exercise and as a result of such exercise, in excess of 10.00% of the
outstanding shares of our common stock following such exercise.</P>
<P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">PLAN OF DISTRIBUTION </P>
</B><P>We will not receive any proceeds from the sale of the shares. The shares
are being offered on behalf of the selling stockholders. The shares may be sold
or distributed from time to time by the selling stockholders, or by pledgees,
donees or transferees of, or other successors in interest to, the selling
stockholders, directly to one or more purchasers (including pledgees) or through
brokers, dealers or underwriters who may act solely as agents or may acquire
shares as principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed.</P>
<P>&nbsp;</P>
<P>The sale of the shares may be effected in one or more of the following
methods: </P>

<UL>
<LI>on any national securities exchange or quotation service on which our common
stock may be listed or quoted at the time of sale, including the Nasdaq National
Market; </LI>
<LI>in the over-the-counter market; </LI>
<LI>in negotiated transactions; </LI>
<LI>in transactions otherwise than on such exchanges or services in the over-the-counter
market; </LI>
<LI>through the writing of (put or call) options, whether the options are listed
on an option exchange or otherwise; </LI>
<LI>through the settlement of short sales; or </LI>
<LI>through a combination of such methods of sale.</LI></UL>

<P>In addition, any shares that qualify for sale pursuant to Rule 144 of the
Securities Act may be sold under Rule 144 of the Securities Act rather than
pursuant to this prospectus.</P>
<P>These transactions may include crosses or block transactions. Crosses are
transactions in which the same broker acts as agent on both sides of the
trade.</P>
<P>In addition, the selling stockholders or their successors in interest may
enter into hedging transactions with broker-dealers who may engage in short
sales of shares in the course of hedging the positions they assume with the
selling stockholders. The selling stockholders may also sell shares short and
deliver the shares to close out such short positions. The selling stockholders
or their successors in interest may also enter into option or other transactions
with broker-dealers that require the delivery by such broker-dealers of the
shares, which shares may be resold thereafter pursuant to this prospectus.</P>
<P>The selling stockholders or their successors in interest may from time to
time pledge or grant a security interest in some or all of the shares and, if
the selling stockholders default in the performance of their secured obligation,
the pledgees or secured parties may offer and sell the shares from time to time
under this prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list
of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus.</P>
<P>The selling stockholders may also transfer and donate some or all of the
shares owned by them in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of the prospectus.</P>
<P>Brokers, dealers, underwriters or agents participating in the distribution of
the shares as agents may receive compensation in the form of commissions,
discounts or concessions from the selling stockholders and/or purchasers of the
shares for whom such broker-dealers may act as agent, or to whom they may sell
as principal, or both (which compensation as to a particular broker-dealer may
be less than or in excess of customary commissions).</P>
<P ALIGN="JUSTIFY">The selling stockholders and any broker-dealers who act in
connection with the sale of shares hereunder may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions they receive and
proceeds of any sale of shares may be deemed to be underwriting discounts and
commissions under the Securities Act. Neither 8x8 nor any selling stockholder
can presently estimate the amount of such compensation. 8x8 knows of no existing
arrangements between any selling stockholder, any other stockholder, broker,
dealer, underwriter or agent relating to the sale or distribution of the shares.
8x8 has informed the selling shareholders that the anti-manipulative provisions
of Regulation M promulgated under the Exchange Act may apply to their sales in
the market.</P>
<B><P ALIGN="CENTER">LEGAL MATTERS </P>
</B><P ALIGN="JUSTIFY">The validity of the shares of common stock offered hereby
will be passed upon by Wilson, Sonsini, Goodrich &amp; Rosati, Professional
Corporation, Palo Alto, California, counsel to 8x8, Inc. </P>
<B><P ALIGN="CENTER">EXPERTS </P>
</B><P ALIGN="JUSTIFY">The consolidated financial statements of 8x8, Inc.
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the year ended March 31, 2001, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing. </P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P>&nbsp;</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=2 BORDERCOLOR="#c0c0c0"
CELLPADDING=7 WIDTH=546>
<TR><TD VALIGN="TOP" COLSPAN=2>
<P ALIGN="CENTER"><B><FONT SIZE=2>TABLE OF CONTENTS</B></FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">PAGE</B></FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>WHERE YOU CAN FIND MORE INFORMATION.............</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">2</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>DOCUMENTS INCORPORATED BY REFERENCE..............</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">2</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>THE COMPANY............................</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">3</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS....</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">3</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>RISK FACTORS............................</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">3</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>USE OF PROCEEDS...........................</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>SELLING STOCKHOLDERS......................</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>PLAN OF DISTRIBUTION.......................</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>LEGAL MATTERS...........................</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>EXPERTS..............................</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">8X8, INC. </P>
<P ALIGN="CENTER">1,000,000 SHARES </P>
<P ALIGN="CENTER">OF </P>
<P ALIGN="CENTER">COMMON STOCK </P>
<P ALIGN="CENTER">PROSPECTUS </P>
</B><P ALIGN="CENTER">December __, 2001 </P>
<P ALIGN="CENTER">&nbsp;</P>


<B><P ALIGN="CENTER">PART II </P>
<P ALIGN="CENTER">INFORMATION NOT REQUIRED IN THE PROSPECTUS </P>
<P>ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION </P>
</B><P ALIGN="JUSTIFY">The Registrant will pay all expenses incident to the
offering and sale to the public of the shares being registered other than any
commissions and discounts of underwriters, dealers or agents and any transfer
taxes. Such expenses are set forth in the following table. All of the amounts
shown are estimates except the Securities and Exchange Commission (SEC)
registration fee. </P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=420>
<TR><TD WIDTH="81%" VALIGN="TOP">
<P><FONT SIZE=2>SEC registration fee</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$ 217.49</FONT></TD>
</TR>
<TR><TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P>Legal fees and expenses *</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">39,000.00</FONT></TD>
</TR>
<TR><TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P>Accounting fees and expenses *</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">5,000.00</FONT></TD>
</TR>
<TR><TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P>Miscellaneous expenses *</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">5,000.00</FONT></TD>
</TR>
<TR><TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P>Total</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$</FONT><FONT SIZE=2 COLOR="#ff0000"> </FONT><FONT
SIZE=2>49,217.49</FONT></TD>
</TR>
<TR><TD WIDTH="81%" VALIGN="BOTTOM" HEIGHT=28>
<FONT SIZE=2><P>* Estimated</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=28><P></P></TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=2><P>ITEM 15. INDEMNIFICATION OF DIRECTORS AND  OFFICERS </P>
</B><P ALIGN="JUSTIFY">As permitted by Section 145 of the Delaware General
Corporation Law, the Registrant's Amended and Restated Certificate of
Incorporation, includes a provision that eliminates the personal liability of
its directors for monetary damages for breach or alleged breach of their duty of
care. In addition, as permitted by Section 145 of the Delaware General
Corporation Law, Article VI of the Bylaws of the Registrant provides that: (i)
the Registrant is required to indemnify its directors and officers and persons
serving in such capacities in other business enterprises (including, for
example, subsidiaries of the Registrant) at the Registrant's request, to the
fullest extent permitted by Delaware law, including in those circumstances in
which indemnification would otherwise be discretionary; (ii) the Registrant may,
in its discretion, indemnify employees and agents in those circumstances where
indemnification is not required by law; (iii) the Registrant is required to
advance expenses, as incurred, to its directors and officers in connection with
defending a proceeding (except that it is not required to advance expenses to a
person against whom the Registrant brings a claim for breach of the duty of
loyalty, failure to act in good faith, intentional misconduct, knowing violation
of law or deriving an improper personal benefit); (iv) the rights conferred in
the Bylaws are not exclusive, and the Registrant is authorized to enter into
indemnification agreements with its directors, officers and employees; and (v)
the Registrant may not retroactively amend the Bylaw provisions in a way that is
adverse to such directors, officers and employees. </P>
<P ALIGN="JUSTIFY">The Registrant's policy is to enter into an indemnification
agreement having the form filed as Exhibit 10.1 to Registration Statement No.
333-15627 with each of its directors and executive officers, that provide the
maximum indemnity allowed to directors and officers by Section 145 of the
Delaware General Corporation Law and the Bylaws, as well as certain additional
procedural protections. In addition, the indemnification agreements provide that
directors and officers will be indemnified to the fullest possible extent not
prohibited by law against all expenses (including attorney's fees) and
settlement amounts paid or incurred by them in any action or proceeding,
including any action by or in the right of the Registrant, arising out of such
person's services as a director or officer of the Registrant, any subsidiary of
the Registrant or any other company or enterprise to which such person provides
services at the request of the Registrant. The Registrant will not be obligated
pursuant to the indemnification agreements to indemnify or advance expenses to
an indemnified party with respect to proceedings or claims initiated by the
indemnified party and not by way of defense, except with respect to proceedings
specifically authorized by the Board of Directors or brought to enforce a right
to indemnification under the indemnification agreement, the Registrant's Bylaws
or any statute or law. Under the agreements, the Registrant is not obligated to
indemnify the indemnified party: </P>
<P ALIGN="JUSTIFY">(a) if a court of competent jurisdiction, by final judgment
or decree, shall determine that (i) the claim or claims in respect of which
indemnity is sought arise from an indemnitee's fraudulent, dishonest or willful
misconduct, or (ii) such indemnity is not permitted under applicable law; or
</P>
<P ALIGN="JUSTIFY">(b) on account of any suit in which judgment is rendered for
an accounting of profits made from the purchase or sale by an indemnitee of
securities of the Registrant in violation of the provisions of Section 16(b) of
the Securities Exchange Act of 1934 and amendments thereto or similar provisions
of any federal, state or local statutory law; or </P>
<P ALIGN="JUSTIFY">(c) for any acts or omissions or transactions from which a
director may not be relieved or liability under the Delaware General Corporation
Law; or </P>
<P ALIGN="JUSTIFY">(d) with respect to proceedings or claims initiated or
brought voluntarily by an indemnitee and not by way of defense, except (i) with
respect to proceedings brought in good faith to establish or enforce a right to
indemnification under the indemnification agreement or any other statute or law,
or (ii) at the Registrant's discretion, in specific cases if the Board of
Directors of the Registrant has approved the initiation or bringing of such
suit; or </P>
<P ALIGN="JUSTIFY">(e) for expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes or
penalties, and amounts paid in settlement) which have been paid directly to an
indemnitee by an insurance carrier under a policy of directors' and officers'
liability insurance maintained by the Registrant; or </P>
<P ALIGN="JUSTIFY">(f) on account of any suit brought against an indemnitee for
misuse or misappropriation of non-public information, or otherwise involving
indemnitee's status as an insider of the Registrant, in connection with any
purchase or sale by an indemnitee of securities of the Registrant. </P>
<P ALIGN="JUSTIFY">The indemnification provisions in the Bylaws and the
indemnification agreements entered into between the Registrant and its directors
and officers may be sufficiently broad to permit indemnification of the
Registrant's directors and officers for liabilities arising under the Securities
Act of 1933. </P>
<P ALIGN="JUSTIFY">Under the Registration Rights Agreement (Exhibit 4.2 hereto),
the Registrant has agreed to indemnify the selling stockholders and persons
controlling the selling stockholders against certain liabilities, including
liabilities under the Securities Act of 1933, and the selling stockholders have
agreed to indemnify the Registrant, its directors, its officers and certain
control and related persons against certain liabilities, including liabilities
under the Securities Act of 1933.</P>
<B><P>ITEM 16. EXHIBITS </P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=2 BORDERCOLOR="#c0c0c0"
CELLPADDING=7 WIDTH=624>
<TR><TD WIDTH="7%" VALIGN="TOP" HEIGHT=48>
<P ALIGN="CENTER"><FONT SIZE=2>4.1</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P>Form of Amendment No.1 to the Series A and Series B Warrants,
dated as of December 17, 2001 by and among 8x8, Fisher Capital Ltd. and Wingate
Capital Ltd. (Incorporated by reference from Exhibit 4.1 of the Current Report
on Form 8-K filed on December 17, 2001)</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P ALIGN="CENTER">4.2</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>Registration Rights Agreement, dated as of December 13, 2001, by
and among the Registrant and the parties listed therein (Incorporated by
reference from Exhibit 4.2 of the Current Report on Form 8-K filed on December
17, 2001)</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP" HEIGHT=68>
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP" HEIGHT=68>
<FONT SIZE=2><P>Redemption and Exchange Agreement, dated as of December 13,
2001, by and among 8x8, Inc., Fisher Capital Ltd. and Wingate Capital Ltd.
(exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of
Regulation S-K; the Registrant agrees to furnish supplementally to the
Commission, upon request, a copy of these exhibits).</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">5.1</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Wilson, Sonsini, Goodrich &amp; Rosati, Professional
Corporation</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">23.1</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of PricewaterhouseCoopers LLP, Independent
Accountants</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">23.2</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Counsel (included as Exhibit 5.1)</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">24.1</FONT></TD>
<TD WIDTH="93%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney (included on page II-4)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=2><P>ITEM 17. UNDERTAKINGS </P>
</B><P>The undersigned Registrant hereby undertakes: </P>
<P ALIGN="JUSTIFY">(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement. </P>
<P ALIGN="JUSTIFY">(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. </P>
<P ALIGN="JUSTIFY">(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of this offering. </P>
<P ALIGN="JUSTIFY">(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to </P>
<P ALIGN="JUSTIFY">Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. </P>
<P ALIGN="JUSTIFY">Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue. </P>
<P ALIGN="CENTER">&nbsp;</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">SIGNATURES </P>
</B><P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Clara, State of California, on
December&nbsp;18, 2001. </P></FONT>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="45%"></TD>
    <TD width="55%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
<B><FONT SIZE=2><P>8X8, INC.</B><br>
<br>
                   By: <I><U>/s/ JOE PARKINSON</U><br>
                                 Joe Parkinson<br>
                                 CHAIRMAN OF THE BOARD AND
                                 CHIEF EXECUTIVE OFFICER</I></FONT></TD>
</TR></TABLE></p>



<B><FONT SIZE=2><P ALIGN="CENTER">POWER OF ATTORNEY </P>
</B><P ALIGN="JUSTIFY">Each person whose signature appears below constitutes and
appoints Joe Parkinson and David M. Stoll, jointly and severally, as attorneys-
in-fact, each with the power of substitution, in any and all capacities, to sign
any amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to sale attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes they might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or any of them, or their, his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. </P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons on
the dates indicated in the capacities indicated. </P></FONT>
<TABLE BORDER CELLSPACING=2 BORDERCOLOR="#c0c0c0" CELLPADDING=7 WIDTH=727>
<TR><TD WIDTH="34%" VALIGN="MIDDLE" HEIGHT=48>
<P ALIGN="CENTER"><B><FONT SIZE=2>SIGNATURE</B></FONT></TD>
<TD WIDTH="47%" VALIGN="MIDDLE" HEIGHT=48>
<B><FONT SIZE=2><P ALIGN="CENTER">TITLE</B></FONT></TD>
<TD WIDTH="19%" VALIGN="MIDDLE" HEIGHT=48>
<B><FONT SIZE=2><P ALIGN="CENTER">DATE</B></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP" HEIGHT=58>
<U><FONT SIZE=2><P>/s/ JOE PARKINSON </P>
</U><P>Joe Parkinson</FONT></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=58>
<FONT SIZE=2><P>Chairman of the Board and Chief Executive Officer<br>
   (Principal Executive Officer)</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=58>
<FONT SIZE=2><P>December 18, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP" HEIGHT=51>
<U><FONT SIZE=2><P>/s/ DAVID M. STOLL</P>
</U><P>David M. Stoll</FONT></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>Chief Financial Officer and Vice President, Finance<br>
   (Principal Financial and Accounting Officer)</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>December 18, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP" HEIGHT=51>
<U><FONT SIZE=2><P>/s/ BRYAN R. MARTIN</P>
</U><P>Bryan R. Martin</FONT></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>President, Chief Operating Officer and Director</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>December 18, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>/s/ ______________________</P>
<P>Bernd Girod</FONT></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=51><P></P></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP" HEIGHT=51>
<U><FONT SIZE=2><P>/s/ GUY L. HECKER JR.</P>
</U><P>Guy L. Hecker, Jr.</FONT></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>December 18, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>/s/ ______________________</P>
<P>Chistos Lagomichos</FONT></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=51><P></P></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP" HEIGHT=51>
<U><FONT SIZE=2><P>/s/ WILLIAM TAI</P>
</U><P>William Tai</FONT></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=51>
<FONT SIZE=2><P>December 18, 2001</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P></FONT>
<P ALIGN="RIGHT"><TABLE BORDER CELLSPACING=2 BORDERCOLOR="#c0c0c0" CELLPADDING=7
WIDTH=696>
<TR><TD VALIGN="MIDDLE" COLSPAN=2 HEIGHT=25>
<P ALIGN="CENTER"><B><FONT SIZE=2>INDEX TO EXHIBITS</B></FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=33>
<B><FONT SIZE=2><P ALIGN="CENTER">EXHIBIT NO.</B></FONT></TD>
<TD WIDTH="85%" VALIGN="MIDDLE" HEIGHT=33>
<B><FONT SIZE=2><P>DESCRIPTION</B></FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=53>
<FONT SIZE=2><P ALIGN="CENTER">4.1</FONT></TD>
<TD WIDTH="85%" VALIGN="MIDDLE" HEIGHT=53>
<FONT SIZE=2><P>Form of Amendment No.1 to the Series A and Series B Warrants,
dated as of December 17, 2001, by and among 8x8, Fisher Capital Ltd. and Wingate
Capital Ltd. (Incorporated by reference from Exhibit 4.1 of the Current Report
on Form 8-K filed on December 17, 2001)</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=53>
<FONT SIZE=2><P ALIGN="CENTER">4.2</FONT></TD>
<TD WIDTH="85%" VALIGN="MIDDLE" HEIGHT=53>
<FONT SIZE=2><P>Registration Rights Agreement, dated as of December 13, 2001, by
and among 8x8, Fisher Capital Ltd. and Wingate Capital Ltd. (Incorporated by
reference from Exhibit 4.2 of the Current Report on Form 8-K filed on December
17, 2001)</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=65>
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="85%" VALIGN="MIDDLE" HEIGHT=65>
<FONT SIZE=2><P>Redemption and Exchange Agreement, dated as of December 13,
2001, by and among 8x8, Inc., Fisher Capital Ltd. and Wingate Capital Ltd.
(exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of
Regulation S-K; the Registrant agrees to furnish supplementally to the
Commission, upon request, a copy of these exhibits).</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=53>
<FONT SIZE=2><P ALIGN="CENTER">5.1</FONT></TD>
<TD WIDTH="85%" VALIGN="MIDDLE" HEIGHT=53>
<FONT SIZE=2><P>Opinion of Wilson, Sonsini, Goodrich &amp; Rosati, Professional
Corporation</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=53>
<FONT SIZE=2><P ALIGN="CENTER">23.1</FONT></TD>
<TD WIDTH="85%" VALIGN="MIDDLE" HEIGHT=53>
<FONT SIZE=2><P>Consent of PricewaterhouseCoopers LLP, Independent
Accountants</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=53>
<FONT SIZE=2><P ALIGN="CENTER">23.2</FONT></TD>
<TD WIDTH="85%" VALIGN="MIDDLE" HEIGHT=53>
<FONT SIZE=2><P>Consent of Counsel (included as Exhibit 5.1)</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=53>
<FONT SIZE=2><P ALIGN="CENTER">24.1</FONT></TD>
<TD WIDTH="85%" VALIGN="MIDDLE" HEIGHT=53>
<FONT SIZE=2><P>Power of Attorney (included on page II-4)</FONT></TD>
</TR>
</TABLE>
</P>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>exh5-1.htm
<DESCRIPTION>OPINION
<TEXT>
<HTML>
<HEAD>
<TITLE>121801 S3 Exhibit 5.1</TITLE>
</HEAD>
<body bgcolor=white>
<font FACE="Times New Roman" SIZE="3">

<B><P ALIGN="CENTER">EXHIBIT 5.1 </P>
</B><P>December 18, 2001 </P>
<P>8x8, Inc.<br>
   2445 Mission College Blvd.<br>
   Santa Clara, CA 95054 </P>
<B><P>RE: Registration Statement On Form S-3 </P>
</B><P>Ladies and Gentlemen: </P>

<P ALIGN="JUSTIFY">We have examined the registration statement on Form S-3 to be
filed by you with the Securities and Exchange Commission on or about December
18, 2001 (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, of shares of Common Stock, to be sold by
certain stockholders listed in the Registration Statement. As your counsel, we
have examined the transactions taken and proposed to be taken in connection with
the sale of such shares by such stockholders in the manner set forth in the
Registration Statement. </P>
<P ALIGN="JUSTIFY">It is our opinion that such shares, if sold by such
stockholders in the manner set forth in the Registration Statement will be
legally and validly issued, fully paid and nonassessable. </P>
<P ALIGN="JUSTIFY">We are opining herein as to the effect on the subject
transaction only of the federal laws of the United States, the General
Corporation Law of the State of Delaware, and the internal laws of the State of
California, and we express no opinion with respect to the applicability thereto,
or the effect thereon, of the laws of any other jurisdiction or, in the case of
Delaware, any other laws or as to any matters of municipal law or the laws of
any other local agencies within the state.</P>
<P ALIGN="JUSTIFY">We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement, including the Prospectus constituting a
part thereof, and any amendment thereto. </P>


<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="45%"></TD>
    <TD width="55%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
<P>&#9;Very truly yours, </P>
<B><P>/s/ WILSON, SONSINI, GOODRICH &amp; ROSATI</B><br>
                    Wilson Sonsini Goodrich &amp; Rosati<br>
                    Professional Corporation</P>
</TD></TR></TABLE></p>


<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>s3conse.htm
<DESCRIPTION>CONSENT
<TEXT>
<HTML>
<HEAD>
<TITLE>121801 S3 Consent</TITLE>
</HEAD>
<body bgcolor=white>
<font FACE="Times New Roman" SIZE="3">

<B><P ALIGN="CENTER">EXHIBIT 23.1 </P>
<P ALIGN="CENTER">CONSENT OF INDEPENDENT ACCOUNTANTS </P>
</B><P ALIGN="JUSTIFY">We hereby consent to the incorporation by reference in
this Registration Statement on Form S-3 of our report dated May 4, 2001 relating to the
financial statements and financial statement schedule, which appears in 8x8,
Inc.'s (formerly Netergy Networks, Inc.) Annual Report on Form 10-K for the year
ended March 31, 2001. We also consent to the references to us under the headings
"Experts" in such Registration Statement.</P>
<P>/s/ PricewaterhouseCoopers LLP</P>
<P>San Jose, California<br>
   December 18, 2001 </P>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>GRAPHIC
<SEQUENCE>6
<FILENAME>logo.gif
<DESCRIPTION>LOGO
<TEXT>
begin 644 logo.gif
M1TE&.#EA3P!5`/<``,0``/_S\]LE)>Z'A\P``/BWM^!!0?*=G<@``-0$!/__
M_^=B8M```/_<W-XY.?:RLN9>7L<``.)*2M8-#>IR<L\``-PM+<L``.M[>]<5
M%?O'Q_2GI](``/\``````````````VD,:SX``````',````P:7,```#]L'-,
MYT7O11-IX@#\LVD````8#?RS`+````"P`````/RS`````.<``````&8`````
M`````````````)__LP``````_TD`ROU)`.P(_+,`````R`S\LW6E_[,MR/RS
M=:7_LW\`^;/__4D``````)K]20```````/])`'\`^;/B`/RS:0```+L`_+,=
M3$D````````,_+,`_TD`````````````_TD`ACG\L__]20```````/])`'\`
M^;,```````````````"53A4`[T4`#P,P$1`4#",P#QL7$1TE)#``50`P$TE-
M1@`````A`!-!13Q.,$5)/DD`/D$]`(-"`%@`BD@``(I(``"S``````#6`%T`
M-6H``+X`0@!8`(I(``"*2`````!8````6`!"`&UJ:@```/RS`````.(`_+-I
M````M@S\LP"P`````````+``````_+,`````>581`/\5_[.J`/RSRFH```#_
M20!&`/RS%$:?:@````"?:O.#``````"?_[,`````QDX5`#7_20#L"/RS````
M`,@,_+-UI?^S+<C\LW6E_[-_`/FS``````````#B`/RS:0```+L`_+.+3```
M`````*4Z_+,```````````````#:'`\```!)`'\`^;,``````````(H`RJ$`
M);8``"JIFJ4DM@!*_TD`=?0``"H`(````````)'\LP``'`!0`"``=?0`````
M`````!P````<`"H`(``+`````````,H`````````?_])`*&2_+,``!P`OY+\
MLP``'``,`````````````````````````+JT$`!H`"```(T=`&T`(`#23A4`
M_____S``(```MA``:``@`"'Y!`$``!T`+`````!/`%4`0`C_`!4('$BPH,&#
M"!,J7,BP84$*`")*C"C!8<,!$R<ZL)@P8T2&'@$L]-@0@<<&#4-RE$#28$N+
M+V&J'#A18$@``P9B])ASYT>:(7-R1/CS9H""-S4BO2G0I(:A!7U&1``RHX61
M,0\",#F1@$./%#@RR&HSXU"R"Z4F#;GQZ]JU#*#*G4NWKMV[>//JW;OT[4R'
M&OR&C,OQ;\/`9ETFEEG3H=H(52=>56A8JT>O=?TJ7BL4Z-NG=V]259#8`5,%
M:B66E7A4`=>,H!E+).QV,4&TE&TKA)@195J/`A(VP%UP>,;1='E[K)@W=<2V
M?*-+GTZ]NO7KV+-;%JP:*G>)!^@F_]U,?.#8D,P'"C@M.V+KE!G?]Y78>2&!
M\IXEABVL>W7W]B+!-]$$#AG7V'82(8=5?[F5=U-L!"&6$70'F991>E`%\%V`
M&_:T871&)91`2`DT"!M?BYVVX4;.<<@@8_<E:!!AXT7%WD'GO=A11N$U!`%Q
MP-5VH(D_6?0`6OB15^2"_PG(&E$Z*KED9!,I.)"&E2'XXFLRSK7AE$(*UJ-V
M9)9IYIEHIJGFFFRVZ>:;<'KYUETQ)E5?71)^=R>5WXFWU@03S,FG1PX$6N-9
M&1&84)Y@2KD5D1%!R&23NQ%7)Z4[1ID?I@H9.N1`7`8(H),1!<??I_XU"BFI
M`$"`**JD:?\J94.><IIIES96>:JM!H4*@&^3JJJ`A;!J*2R"$1Q+[$221L@6
MI*(6EFQ_SRF0XT1WWL3BE(=FJ*)2L?(4;D9"D71ML=X)1M"R=MZF+HK=KMNN
ML>CB%:)!+0)`(4'G1BI=8_<.*QB%(=:[*\`3T1C24]JFZF*2E%T*9D1QL>NO
MNX0J@)A\\0IIDI4%L>11LSH-!BU'OH8IK,4J1[LHQ)L"L-^L#J4\Z)@-L4SS
MJ(,.=22#,,?,JLO!$NV:K/,=B[%$IC)D\T$2@PPETC'C;)#(!H\K$8:.D@SM
M@+5F26^"$/2;]<M?[EFT9GFQ79?$XDXW@(4"S+S7`X$2H&B<?/<+[???@`<N
'^.!^!P0`.S\_
`
end

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