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<STREET1>2445 MISSION COLLEGE BLVD
<CITY>SANTA CLARA
<STATE>CA
<ZIP>95054
<PHONE>4087271885
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<FORMER-CONFORMED-NAME>NETERGY NETWORKS INC
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<font size="3"><B><p align="center">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P></font></B>


<HR align=center SIZE=2 width="25%">
<br>
<font size="5"><B><p align="center">FORM 8-K</P></font></B>
<HR align=center SIZE=2 width="25%">


<font size="3"><B><p align="center">
                                       CURRENT REPORT<br>
          Pursuant to Section 13 or 15(d) of the  Securities Exchange Act of 1934
</P></font></B>

<font size="3"><B><p align="center">
    Date of Report (Date of earliest event reported):
<font color="FF0000">    March 31, 2004
</B></font></p>
 <br>

<P ALIGN="CENTER"><IMG SRC="logo.gif"></P>
<font size="6" color="#0000FF"><B><p align="center">
                                    8X8, INC.
</B></font><BR>
<font size="2">
            <i>(Exact name of registrant as specified in its charter)</i>
</font></p>



<P>&nbsp;
<TABLE COLS=3 WIDTH="100%" >
<TR>
<TD>
<font size="3"><B>
<CENTER><u>Delaware</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>000-21783</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u> 77-0142404 </u></CENTER>
</font></B>
</TD>
</TR>

<TR>
<TD>
<font size="2">
<CENTER>&nbsp;<i>(State of other jurisdiction of incorporation)</i></CENTER>
</font>
</TD>


<TD>
<font size="2">
<CENTER>&nbsp;<i>(Commission File Number)</i></CENTER>
</font>
</TD>

<TD>
<font size="2">
<CENTER><i>(I.R.S. Employer Identification Number)</i></CENTER>
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<font size="3"><B><p align="center">
                           2445 Mission College Blvd.
<BR><U>
                              Santa Clara, CA &nbsp;&nbsp;  95054
</U></B></font><br>

<font size="2">
       <i> (Address of principal executive offices including zip code)</i>
</font></p>

<font size="3"><B><U><p align="center">
                                 (408) 727-1885
</U></font></B><br>

<font size="2">
               <i>  (Registrant's telephone number, including area code)</i>
</font></p>

<p align="center"><font size="3"><B>
                                 Not Applicable
</B></font></u><br>


<font size="2">
          <i>(Former Name or Former Address, if Changed Since Last Report)</i>
</font></p>



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<font FACE="Times New Roman" SIZE="2">
<B><P>Item 5.&#9;  Other Events</P>
</B><P>The information included in this Current Report on Form 8-K affects only
disclosures related to liquidity and reportable segments, and does not in any way restate or
revise the financial position, results of operations or cash flows in any
reported Balance Sheets, Statements of Operations or Statements of Cash Flows of
8x8, Inc. and subsidiaries.</P>

<P>During the third quarter of fiscal 2004, which ended December 31, 2003, the
Company changed its internal reporting processes and determined that it had only
one reportable segment.  Accordingly, the Company ceased preparing operational
data on the former segment basis.  The change in internal reporting processes
was consistent with the change in business focus as the Company is primarily
focusing its efforts on its Packet8 voice and video communication service.  The
Company reported its new segment structure in its Quarterly Report on Form 10-Q
for the quarter ended December 31, 2003.  As required by Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information,&quot; consolidated financial statements issued by us in the
future will reflect modifications to our reportable segments resulting from
these organizational changes, including reclassification of all comparative
prior period segment information.&nbsp;This Current Report on Form 8-K provides
an update to the Company's Annual Report on Form 10-K for the year ended March
31, 2003 (&quot;Annual Report&quot;).  This update only relates to the Company's liquidity and segment disclosures and
provides updated liquidity disclosures and required reclassified segment information for prior periods for
Item 7 and Item 8 of the Company's Annual Report.  </P>

<P>Since this update relates only to liquidity and segments, this document should be read with
reference to the Quarterly Reports on Form 10-Q for the quarters ended June 30,
2003, September 30, 2003 and December 31, 2003, which describe significant
developments since the preparation of the Annual Report </P>


<B><P> Item 7.  Financial Statements and Exhibits.</P></B>

<P>(c)&#9;Exhibits.</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="19%" VALIGN="TOP">
<U><FONT SIZE=2><P>Exhibit Number</U></FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">
<U><FONT SIZE=2><P>Description</U></FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of PricewaterhouseCoopers LLP.</FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P>99.1&#9;</FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P>Management's Discussion and Analysis of Results of Operation
under Item 7 of our Annual Report on Form 10-K for the fiscal year ended March
31, 2003 conformed to reflect these changes.</FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P>99.2&#9;</FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P>
Our audited consolidated financial statements for the fiscal year ended March 31, 2003 under Item
8 of our Annual report on Form 10-K for the fiscal year ended March 31, 2003 conformed to
reflect these changes.  Also included is the independent accountants' report dated May 2, 2003,
except as to the liquidity paragraph in Note 1 and Note 12, for which the date is March 26, 2004.
</FONT></TD>
</TR>
</TABLE>


<B><P ALIGN="CENTER">SIGNATURES</P>
</B><FONT SIZE=2>
<P>Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.</P>

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<B><P>&#9;8x8, INC.</P></B>

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<FONT SIZE=2><P>Dated: March 31, 2004</P><DIR>
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<P>By:<U>&#9;/s/ James Sullivan&#9;<BR>
</U>   &#9;James Sullivan<BR>
   Chief Financial Officer, Vice President of Finance and Secretary</P>
</FONT>
<P ALIGN="CENTER">&nbsp;</P></DIR>
</DIR>
</DIR>
</DIR>
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<B><P ALIGN="CENTER">EXHIBIT INDEX</P>
</B>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="19%" VALIGN="TOP">
<U><FONT SIZE=2><P>Exhibit Number</U></FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">
<U><FONT SIZE=2><P>Description</U></FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh23-1.htm">Consent of PricewaterhouseCoopers LLP.</A></FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P>99.1&#9;</FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh99-1.htm">Management's Discussion and Analysis of Results of Operation
under Item 7 of our Annual Report on Form 10-K for the fiscal year ended March
31, 2003 conformed to reflect these changes.</A> </FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P>99.2&#9;</FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh99-2.htm">
Our audited consolidated financial statements for the fiscal year ended March 31, 2003 under Item
8 of our Annual report on Form 10-K for the fiscal year ended March 31, 2003 conformed to
reflect these changes.  Also included is the independent accountants' report dated May 2, 2003,
except as to the liquidity paragraph in Note 1 and Note 12, for which the date is March 26, 2004.</A>
</FONT></TD>
</TR>
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<DESCRIPTION>CONSENT
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<title>03262004 8K Exhibit 23.1</title>
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<B><P>Exhibit 23.1</P>
</B>
<P>                                        CONSENT OF INDEPENDENT ACCOUNTANTS
</P>

<P>
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-32930,
333-49414, 333-80379, 333-75402, 333-108289 and 333-111120) and Form S-8 (Nos. 333-30943,
333-50519, 333-41594, 333-49410, 333-66296, 333-90172, and 333-108290) of 8x8, Inc. of our report
dated May 2, 2003, except as to  the Liquidity paragraph in Note 1 and Note 12, for which the date is March
26, 2004, relating to the consolidated financial statements and financial statement schedule, which appears
in this Current Report on Form 8-K.
</P>

<P>/s/ PricewaterhouseCoopers LLP</P>

<FONT SIZE=3><P> San Jose, California<BR>
    March 30, 2004</P>

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<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>exh99-1.htm
<DESCRIPTION>MANAGEMENT'S DISCUSSION AND ANALYSIS
<TEXT>
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<B><P>Exhibit 99.1</P>
<P></DIV>ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS</P>
<I><P>FORWARD-LOOKING STATEMENTS </P>
</B></I><P ALIGN="JUSTIFY">This Discussion and Analysis of Financial Condition
and Results of Operations contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act,
including our statements regarding anticipated cost savings arising from the
restructuring activities implemented during fiscal 2003; our assumptions
underlying our critical accounting determinations concerning revenue, allowances
for doubtful accounts, valuation of goodwill, tax allowances and reserves for
legal issues;  factors that could impact our gross margins; our cost estimates
under contracts accounted for using the percentage of completion method; efforts
to raise additional financing; commitment of resources, and reduction in
operating costs including the possible sale or cessation of certain business
segments and the possible further reduction of personnel and suspension of
salary increases and capital expenditures. You should not place undue reliance
on these forward-looking statements. Actual results could differ materially from
those anticipated in these forward-looking statements as a result of a number of
factors, including our good faith assumptions being incorrect, our business
expenses being greater than anticipated due to competitive factors or
unanticipated development or sales costs; revenues not resulting in the manner
anticipated due to a continued slow down in technology spending, particularly in
the telecommunications market; our failure to generate investor interest or to
sell certain of our assets or business segments. The forward-looking statements
may also be impacted by the additional risks faced by us as described in this
Report, including those set forth under the section entitled "Factors that May
Affect Future Results." All forward-looking statements included in this Report
are based on information available to us on the date hereof, and we assume no
obligation to update any such forward-looking statements.</P>
<B><I><P>OVERVIEW</P>
</B></I><P ALIGN="JUSTIFY">8x8, Inc., or 8x8, and its subsidiaries
(collectively, the Company) develop and market communication technology and
services for internet protocol or, IP, telephony and video applications. The
Company was incorporated in California in February 1987, and in December 1996
was reincorporated in Delaware. In August 2000, the Company changed its name
from 8x8, Inc. to Netergy Networks, Inc. The Company changed its name back to
8x8, Inc. in July 2001. During the fiscal year ended March&nbsp;31, 2001, 8x8
formed two subsidiaries, Netergy Microelectronics, Inc. (Netergy) and Centile,
Inc. (Centile) and reorganized its operations more clearly along its three
product lines.   The Company's three product lines are:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>The Packet8 voice and video communications service
(Packet8), which enables broadband internet users to add digital voice and video
communications services to their high-speed internet connection. Packet8 was
launched in November 2002 and enables anyone with high-speed Internet access to
sign up for voice over internet protocol (VoIP) and video communications service
at </FONT><U><FONT SIZE=2 COLOR="#0000ff">http://www.packet8.net</U></FONT><FONT
SIZE=2>. Customers can choose a direct-dial phone number from any of the rate
centers offered by the service, and then use an 8x8-supplied terminal adapter to
connect any telephone to a broadband internet connection and make or receive
calls from a regular telephone number. All Packet8 telephone accounts come with
voice mail, caller ID, call waiting, call waiting caller ID, call forwarding,
hold, line-alternate, 3-way conferencing, web access to account controls, and
real-time online billing.  In addition, 8x8 offers a videophone for use with the
</FONT><FONT FACE="Times" SIZE=2>Packet8 service</FONT><FONT
SIZE=2>;</LI></P></UL>


<UL>
<P ALIGN="JUSTIFY"><LI>VoIP semiconductors and related communication software
that are used to make IP telephones and to voice-enable cable and digital
subscriber line modems, wireless devices, and other broadband technologies,
including the voice and videophone endpoints that are currently used by Packet8
and sold by the Company; and</LI></P>
<P ALIGN="JUSTIFY"><LI>Hosted iPBX solutions that allow service providers to
offer to small and medium-sized businesses over broadband networks the features
and functions that a user commonly expects to find in a typical business phone
system. A hosted iPBX solution is a software application that implements the
functionality of a business phone system over the same data connection that a
business uses for connection to the internet. </LI></P></UL>

<I><P>CRITICAL ACCOUNTING POLICIES</P>
</I><P>Our consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States. Note 1 to the
consolidated financial statements in Part II, Item 8 of this Report describes
the significant accounting policies and methods used in the preparation of our
consolidated financial statements. </P>
<P ALIGN="JUSTIFY">We have identified the policies below as some of the more
critical to our business and the understanding of our results of operations.
These policies may involve a higher degree of judgment and complexity in their
application and represent the critical accounting policies used in the
preparation of our financial statements. Although we believe our judgments and
estimates are appropriate and correct, actual future results may differ from our
estimates. If different assumptions or conditions were to prevail, the results
could be materially different from our reported results. The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect our reported and expected
financial results. </P>
<B><P ALIGN="JUSTIFY">Use of estimates</P>
</B><P ALIGN="JUSTIFY">The preparation of our consolidated financial statements,
in conformity with accounting principles generally accepted in the United
States, requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities and equity and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. These estimates,
particularly estimates relating to litigation and other contingencies, have a
material impact on our financial statements, and are discussed in detail
throughout our analysis of the results of operations.</P>
<P ALIGN="JUSTIFY">In addition to evaluating estimates relating to the items
discussed above, we also consider other estimates, including, but not limited
to, those related to bad debts, the valuation of inventories, goodwill, income
taxes, and financing operations. We base our estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets, liabilities and equity that are not readily
apparent from other sources. Actual results could differ from those estimates
under different assumptions or conditions. Additional information regarding risk
factors that may impact our estimates is included below under "Factors that May
Affect Future Results."</P>
<B><P ALIGN="JUSTIFY">Revenue recognition</P>
</B><P ALIGN="JUSTIFY">Our revenue recognition policies are described in Note 1
to the consolidated financial statements in Part II, Item 8 of this Report. As
described below, significant management judgments and estimates must be made and
used in connection with the revenue recognized in any accounting period.
Material differences may result in the amount and timing of our revenue for any
period if our management made different judgments or utilized different
estimates. </P>
<P ALIGN="JUSTIFY">At the time of each revenue transaction we assess whether the
revenue amount is fixed and determinable and whether or not collection is
reasonably assured. We assess whether the fee is fixed and determinable based on
the payment terms associated with the transaction. If a significant portion of a
fee is due after our normal payment terms, which are thirty to ninety days from
invoice date, we account for the fee as not being fixed and determinable. In
these cases, we recognize revenue as the fees become due. We assess collection
based on a number of factors, including past transaction history with the
customer and the credit-worthiness of the customer. We generally do not request
collateral from our customers. If we determine that collection of a fee is not
reasonably assured, we defer the fee and recognize revenue at the time
collection becomes reasonably assured, which is generally upon receipt of
payment. </P>
<P ALIGN="JUSTIFY">For arrangements with multiple obligations (for example,
undelivered maintenance and support), we allocate revenue to each component of
the arrangement using the residual value method based on the fair value of the
undelivered elements, which is specific to the Company. This means that we defer
revenue from the arranged fee that is equivalent to the fair value of the
undelivered elements. Fair values for the ongoing maintenance and support
obligations for our technology licenses are based upon separate sales of
renewals to other customers or upon renewal rates quoted in the contracts. We
base the fair value of services, such as training or consulting, on separate
sales of these services to other customers. We recognize revenue for maintenance
services ratably over the contract term. Our training and consulting services
are billed based on hourly rates and we generally recognize revenue as these
services are performed. </P>
<P ALIGN="JUSTIFY">For sales generated from long-term contracts, we use the
percentage of completion method of accounting.  In doing so, management makes
important judgments in costs and in measuring progress towards completion.
These judgments underlie our determinations regarding overall contract value,
contract profitability and timing of revenue recognition.  Revenue and cost
estimates are revised quarterly based on changes in circumstances, and any
losses on contracts are recognized immediately.</P>
<P ALIGN="JUSTIFY">If an arrangement includes acceptance criteria, revenue is
not recognized until we can objectively demonstrate that the software or service
can meet the acceptance criteria or when the customer has signed formal
acceptance documentation. If a software license arrangement obligates us to
deliver unspecified future products, revenue is recognized on a subscription
basis, ratably over the term of the contract.</P>
<P>For all sales, except those completed via the internet, we use either a
binding purchase order or other signed agreement as evidence of an arrangement.
For sales over the internet, we use a credit card authorization as evidence of
an arrangement. </P>
<P ALIGN="JUSTIFY">Our ability to enter into revenue generating transactions and
recognize revenue in the future is subject to a number of business and economic
risks discussed below under "Factors that May Affect Future Results."</P>
<B><P ALIGN="JUSTIFY">Collectibility of accounts receivable</P>
</B><P ALIGN="JUSTIFY">We must make estimates of the collectibility of our
accounts receivable. Management specifically analyzes accounts receivable,
including historical bad debts, customer concentrations, customer
creditworthiness, current economic trends and changes in our customer payment
terms when evaluating the adequacy of the allowance for doubtful accounts. The
accounts receivable balance was $1.4 million, net of an allowance for doubtful
accounts of $141,000 as of March 31, 2003, and one customer represented 30% of
our gross accounts receivable. Based upon this customer's past payment history,
discussions with the customer and our review of their financial condition, the
outstanding balance was considered collectible and therefore no portion of this
balance was specifically reserved for at March 31, 2003.</P>
<B><P ALIGN="JUSTIFY">Valuation of inventories</P>
</B><P ALIGN="JUSTIFY">We write down our inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market
conditions. If actual future demand or market conditions are less favorable than
those projected by us, additional inventory write-downs may be required. </P>
<B><P ALIGN="JUSTIFY">Valuation of goodwill</P>
</B><P ALIGN="JUSTIFY">We assess the impairment of goodwill whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. Factors we consider important that could trigger an impairment
review include the following: </P>

<UL>
<P ALIGN="JUSTIFY"><LI>significant underperformance relative to projected future
operating results; </LI></P>
<P ALIGN="JUSTIFY"><LI>significant changes in the manner of our use of the
acquired assets or the strategy for our overall business; </LI></P>
<P ALIGN="JUSTIFY"><LI>significant negative industry or economic trends;
</LI></P>
<P ALIGN="JUSTIFY"><LI>significant decline in our stock price for a sustained
period; and </LI></P>
<P ALIGN="JUSTIFY"><LI>our market capitalization relative to net book value.
</LI></P></UL>

<P>Goodwill is included in our Centile reporting unit.  During our impairment
assessment, we compare the carrying value of our Centile reporting unit to its
fair value.   If the fair value of the reporting unit is less than its carrying
value, an impairment loss is  recorded  to the  extent  that the fair  value of
the  goodwill  within  the reporting unit is less than the carrying  value.  The
fair value for goodwill is determined based on discounted cash flows, market
multiples or appraised values, as appropriate. </P>
<P ALIGN="JUSTIFY">In the fourth quarter of fiscal 2003, the Company recorded an
impairment charge of $1.5 million to write-off its remaining goodwill.   The
impairment assessment resulted from our plan implemented in the fourth quarter
of fiscal 2003 to reduce the workforce of Centile's France office by seventy
percent.</P>
<B><P ALIGN="JUSTIFY">Income taxes</P>
</B><P ALIGN="JUSTIFY">As part of the process of preparing our consolidated
financial statements we are required to estimate our income taxes in each of the
jurisdictions in which we operate. This process involves us estimating our
actual current tax expense together with assessing temporary differences
resulting from differing treatment of items, such as deferred revenue, for tax
and accounting purposes. These differences result in deferred tax assets and
liabilities, which are included within our consolidated balance sheet. We must
then assess the likelihood that our deferred tax assets will be recovered from
future taxable income and to the extent we believe that recovery is not likely,
we must establish a valuation allowance. In the event that we determine that we
would be able to realize deferred tax assets in the future in excess of the net
recorded amount, an adjustment to the deferred tax asset would increase income
in the period such determination was made.</P>
<P ALIGN="JUSTIFY">Significant management judgment is required in determining
the valuation allowance recorded against our net deferred tax assets, which
primarily consist of net operating loss and tax credit carryforwards. We have
recorded a valuation allowance of $51 million as of March 31, 2003, due to
uncertainties related to our ability to utilize most of our deferred tax assets
before they expire. The valuation allowance is based on our estimates of taxable
income by jurisdiction in which we operate and the period over which our
deferred tax assets will be recoverable. </P>
<B><P ALIGN="JUSTIFY">Litigation</P>
</B><P ALIGN="JUSTIFY">Management's current estimated range of liability related
to pending litigation involving the Company is based on claims for which our
management can estimate the amount and range of loss. We have recorded the
minimum estimated liability related to those claims, where there is a range of
loss.  At March 31, 2003, liabilities related to litigation matters were not
significant.  Because of the uncertainties related to both the amount and range
of loss on pending litigation, management is unable to make a reasonable
estimate of the liability that could result from an unfavorable outcome. As
additional information becomes available, we will assess the potential
liability, if any, related to our pending litigation and revise our estimates.
Such revisions in our estimates of the potential liability could materially
impact our results of operation and financial position.</P>

<B><I>
<P>RESULTS OF OPERATIONS</P>
</B></I><P>The following table sets forth consolidated statement of operations
data for each of the years ended March 31, 2003, 2002, and 2001, expressed as
the percentage of our total revenues represented by each item. Cost of product
revenues is presented as a percentage of product revenues and cost of license
and other revenues is presented as a percentage of license and other revenues.
You should read this information in conjunction with our Consolidated Financial
Statements and related notes included elsewhere in this Report.</P>

<PRE>

                                                         Year Ended March 31,
                                                      -------------------------
                                                         2003     2002    2001
                                                      ------- -------- --------

Product revenues.....................................     52 %     41 %     70 %
License and other revenues...........................     48 %     59 %     30 %
                                                       ------  -------  -------
          Total revenues.............................    100 %    100 %    100 %
                                                       ------  -------  -------
Cost of product revenues.............................     48 %     43 %     41 %
Cost of license and other revenues...................     29 %      2 %     32 %
                                                       ------  -------  -------
          Total cost of revenues.....................     39 %     19 %     38 %
                                                       ------  -------  -------
          Gross profit...............................     61 %     81 %     62 %
                                                       ------  -------  -------
Operating expenses:
  Research and development...........................     71 %     85 %    109 %
  Selling, general and administrative................     68 %     59 %     93 %
  In-process research and development................     -- %     -- %     25 %
  Amortization of intangibles........................     -- %      5 %     60 %
  Restructuring and other charges....................     31 %     -- %    183 %
                                                       ------  -------  -------
          Total operating expenses...................    170 %    149 %    470 %
                                                       ------  -------  -------
Loss from operations.................................   (109)%    (68)%   (408)%
Other income, net....................................      5 %      7 %     14 %
Interest expense.....................................     -- %     (6)%     (8)%
                                                       ------  -------  -------
Loss before provision for income taxes...............   (104)%    (67)%   (402)%
Provision for income taxes...........................     -- %     -- %     -- %
                                                       ------  -------  -------
Net loss before extraordinary gain and cumulative
  effect of change in accounting principle ..........   (104)%    (67)%   (402)%
Extraordinary gain on extinguishment of debt, net....     -- %      5 %     -- %
Cumulative effect of change in accounting principle..     -- %     -- %     (6)%
                                                       ------  -------  -------
Net loss.............................................   (104)%    (62)%   (408)%
                                                       ======  =======  =======

</PRE><FONT FACE="Times New Roman" SIZE="2">


<I><P>REVENUES</P>
</I><B><P ALIGN="JUSTIFY">Product revenues</B> were $5.7 million in fiscal 2003,
a decrease of $300,000 from the $6 million reported in fiscal 2002. The decrease
in fiscal 2003 was due to a $1.1 million decrease in videoconferencing
semiconductor sales, offset by a $300,000 increase in voice over internet
protocol (VoIP) semiconductor sales and a $500,000 increase in sales of
videophones and media hub systems. The significant decrease in videoconferencing
semiconductor revenues was due primarily to a slight decrease in unit shipments,
combined with decreases in average selling prices, or ASPs. The decrease in unit
shipments of our videoconferencing semiconductors as compared to the prior year
is primarily attributable to our announcement during fiscal 2003 of the end of
life of our existing videoconferencing semiconductors, as well as the factors
set forth below explaining the decline for fiscal 2002 versus fiscal 2001.  Our
remaining videoconferencing semiconductor customers have been designing out our
products in anticipation of the end of life. The increase in VoIP semiconductor
sales was attributable to a significant increase in unit shipments, offset by
decreases in ASPs. The increase in videophone system sales was attributable to
our commencement of sales of these products in the fourth quarter of fiscal
2002, and as a result, fiscal 2003 includes four quarters of sales versus only
one quarter of sales in fiscal 2002.   The increase in media hub system revenues
was attributable to the increase in licenses of our hosted iPBX product.</P>
<P ALIGN="JUSTIFY">Product revenues were $6.0 million in fiscal 2002, a decrease
of $6.8 million from the $12.8 million reported in fiscal 2001. The decrease in
product revenues in fiscal 2002 was due to decreases in sales of video
monitoring and consumer videophone systems approximating $1 million, resulting
from our decision to terminate further development and sales of these product
lines in prior years, a slight decrease in IP telephony semiconductor sales, a
$300,000 decrease in media hub system revenues, and a $5.4 million decrease in
revenue derived from our videoconferencing semiconductor products. The decrease
in media hub system revenues as compared to the prior year period was due
primarily to a decline in sales to a significant customer. The significant
decrease in videoconferencing semiconductor revenues was due primarily to a
significant decrease in unit shipments, offset partially by increases in average
selling prices, or ASPs. Factors that contributed to the significant decrease in
unit shipments of our videoconferencing semiconductors as compared to the prior
year include:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>Increased competition from other developers of
semiconductors used in videoconferencing applications;</LI></P>
<P ALIGN="JUSTIFY"><LI>The acquisition of two of our customers by a company that
appears to have standardized its product development efforts around technology
supplied by one or more of our competitors;</LI></P>
<P ALIGN="JUSTIFY"><LI>Increased competition from evolving PC-based
videoconferencing applications which has resulted in reduced demand for products
marketed and sold by our customers that incorporate our videoconferencing
semiconductors; and</LI></P>
<P ALIGN="JUSTIFY"><LI>Decreased corporate and consumer spending.</LI></P></UL>

<B><P ALIGN="JUSTIFY">License and other revenues</B> were $5.3 million in fiscal
2003, a decrease of $3.3 million from the $8.6 million recorded in fiscal 2002.
License and other revenues, the majority of which are considered to be non-
recurring in nature, consisted primarily of technology licenses and related
maintenance revenues, as well as royalties earned under such licenses. License
and other revenues for both fiscal 2003 and 2002 included approximately $1.6
million of non-cash revenue recognition associated with the license of our video
monitoring technology to Interlogix in fiscal 2001.   The decrease in fiscal
2003 was primarily attributable to:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>A $1.2 million decrease in royalties earned under a
license agreement for certain of our video compression technology. Royalty
revenue recognized under this agreement totaled $750,000 for fiscal 2003 as
compared to approximately $2 million for fiscal 2002. The licensee's obligations
to pay royalties on shipments of products that incorporate our technology
terminated in the first quarter of fiscal 2003 upon payment of the
$750,000;</LI></P></UL>


<UL>
<P ALIGN="JUSTIFY"><LI>A decrease of approximately $1 million in revenues
associated with our license of service creation environment (SCE) technology to
Lucent and unified messaging technology to Milinx;</LI></P>
<P ALIGN="JUSTIFY"><LI>A $1.1 million decrease in license revenue associated
with our embedded IP telephony firmware technology, e.g., Veracity VoIP software
and Audacity-T2 semiconductor based reference design kits; and</LI></P></UL>


<UL>
<P ALIGN="JUSTIFY"><LI>A decrease of approximately $1.5 million in non-recurring
license and maintenance revenues associated with our videoconferencing
technology.</LI></P></UL>

<P ALIGN="JUSTIFY">These decreases were partially offset by:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>A $380,000 increase in license and maintenance revenues
associated with our hosted iPBX product; and</LI></P></UL>


<UL>
<P ALIGN="JUSTIFY"><LI>Approximately $1.1 million of revenues recognized under a
contract to develop our next-generation video compression semiconductor product
that is accounted for using the percentage of completion method.  Profit
estimates on this contract are revised periodically based on changes in facts;
any loss is required to be recognized immediately.  Based on our cost estimates
as of March 31, 2003, we recognized a loss approximating $300,000 on this
development contract in the quarter ended March 31, 2003, which has been
recorded in the Cost of License and Other Revenues line in the consolidated
statements of operations.  Subsequent changes in our cost estimates could
require us to recognize additional losses in a future period as the revenues
under this contract are fixed.</LI></P></UL>

<P ALIGN="JUSTIFY">License revenues were $8.6 million in fiscal 2002, an
increase of $3.2 million from the $5.4 million recognized in fiscal 2001.
License and other revenues recognized in fiscal 2002 consisted primarily of
technology licenses and related maintenance revenues, as well as royalties
earned under such licenses. License and other revenues for fiscal 2001 also
included $1.2 million of professional service revenues associated with our
Canadian operations. No professional service revenues were recognized in fiscal
2002 due to the elimination of the professional services organization as part of
the restructuring of our Canadian operations in the fourth quarter of fiscal
2001. The negative impact of eliminating professional service revenues in fiscal
2002 was more than offset by the following:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>An increase in royalties earned under a license agreement
for certain of our video compression technology. Royalty revenue recognized
under this agreement approximated $2.0 million for fiscal 2002 as compared to
$768,000 for fiscal 2001;</LI></P></UL>


<UL>
<P ALIGN="JUSTIFY"><LI>A $1.3 million increase in license revenue associated
with our embedded IP telephony firmware technology;</LI></P></UL>


<UL>
<P ALIGN="JUSTIFY"><LI>The recognition of $309,000 of previously deferred
revenue associated with our license of unified messaging technology to Milinx.
Also, license revenues in fiscal 2002 included $680,000 of non-recurring revenue
associated with the license of our SCE technology to Lucent;</LI></P></UL>


<UL>
<P ALIGN="JUSTIFY"><LI>A $1.6 million increase in revenue in fiscal 2002
associated with the license of our video monitoring technology to Interlogix in
fiscal 2001. Recognition of the approximately $3.9 million of revenue ascribed
to the license of video monitoring technology to Interlogix had been deferred
until we satisfied certain remaining obligations in the quarter ended March 31,
2001. Revenue associated with the license is being recognized ratably over the
license term, which expires in May 2003.  All cash receipts associated with this
license were received in fiscal 2001; and</LI></P>
<P ALIGN="JUSTIFY"><LI>A decrease of approximately $700,000 in non-recurring
license and maintenance revenues associated with our videoconferencing
technology.</LI></P></UL>

<P ALIGN="JUSTIFY">Revenues from our ten largest customers in the fiscal years
ended March 31, 2003, 2002, and 2001 accounted for approximately 63%, 73%, and
48%, respectively, of our total revenues. Two customers represented more than
10% of our total revenues in fiscal 2003. These customers, GE Interlogix, Inc.
and Leadtek Research, Inc. represented 17% and 11% of our total revenues,
respectively. Three customers represented more than 10% of our total revenues in
fiscal 2002. These customers, ESS Technology, Inc., Leadtek Research, Inc. and
GE Interlogix, Inc. represented 13%, 13% and 12% of our total revenues,
respectively.  During the fiscal year ended March 31, 2001 no customer accounted
for 10% or more of total revenues.</P>
<P ALIGN="JUSTIFY">Sales to customers outside the United States represented 62%,
61%, and 69%, and of total revenues in the fiscal years ended March 31, 2003,
2002, and 2001, respectively. The following table illustrates our net revenues
by geographic area. Revenues are attributed to countries based on the
destination of shipment (in thousands):</P>

<PRE>

                                                     Year Ended March 31,
                                             -------------------------------------
                                                2003         2002         2001
                                             -----------  -----------  -----------
United States.............................. $     4,218  $     5,777  $     5,632
Europe.....................................       2,657        4,126        5,862
Taiwan.....................................       1,569        2,026        2,739
Japan......................................         919        1,119        1,188
Other......................................       1,640        1,643        2,807
                                             -----------  -----------  -----------
                                            $    11,003  $    14,691  $    18,228
                                             ===========  ===========  ===========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<I>
<P>COST OF REVENUES AND GROSS PROFIT</P>
</I><P ALIGN="JUSTIFY">The cost of product revenues consists of costs associated
with system manufacturing, components, semiconductor wafer fabrication, system
and semiconductor assembly and testing performed by third-party vendors, and
direct and indirect costs associated with purchasing, scheduling, and quality
assurance. Gross profit from product revenues was $3 million, $3.4 million, and
$7.6 million, for the fiscal years ended March 31, 2003, 2002, and 2001,
respectively.  Product gross margin was 52%, 57%, and 59% for the fiscal years
ended March 31, 2003, 2002, and 2001, respectively.  </P>
<P ALIGN="JUSTIFY">The $400,000 decrease in gross profit from product revenues
was primarily due to a decrease in product revenues primarily attributable to
lower ASPs, and a charge of approximately $270,000 for non-cancelable purchase
orders for IP telephony semiconductors recorded in the quarter ended March 31,
2003. The decreases in gross profit were partially mitigated by lower costs for
our IP telephony semiconductors resulting from a change in suppliers during
fiscal 2003. </P>
<P ALIGN="JUSTIFY">The $4.1 million decrease in gross profit from fiscal 2001 to
fiscal 2002 was due primarily to a significant decrease in sales of our
videoconferencing semiconductors and video monitoring systems.  Gross profit in
fiscal 2002 was also impacted by a decrease in product gross margins due to
lower average selling prices realized on sales of our IP telephony
semiconductors, and to a lessor extent, an increase in inventory reserves
associated with our media hub products in the first quarter of fiscal 2002. The
decrease in margins was mitigated to some extent by an increase in average
selling prices realized on the sale of our videoconferencing semiconductors and
the reversal of $143,000 of reserves associated with our semiconductor products
in the fourth quarter of fiscal 2002 due to the sale of inventory that had been
specifically reserved for in fiscal 2001. </P>
<P ALIGN="JUSTIFY">Gross profit from license and other revenues, which were
largely nonrecurring, was $3.8 million, $8.4 million, and $3.7 million, in
fiscal 2003, 2002, and 2001, respectively.  Associated gross margins were 71%,
98%, and 68% in fiscal 2003, 2002, and 2001. The decrease in gross margin from
fiscal 2002 to fiscal 2003 was due primarily to the reduction in license and
other revenues, and costs incurred to perform development services under revenue
generating contracts in fiscal 2003, which included a loss approximating
$300,000 in the quarter ended March 31, 2003. The significant increase in gross
margin from fiscal 2001 to fiscal 2002 was due to the elimination of our
professional service organization as part of the restructuring of our Canadian
operations in the fourth quarter of fiscal 2001. </P>
<P ALIGN="JUSTIFY">Our gross margin is affected by a number of factors including
product mix, product pricing, 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. Average selling prices
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. We have encountered significant price
competition in the markets for our products, and are 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. To respond to competitive pricing
pressures, we will be required to introduce differentiated products and continue
to reduce costs as a means of maintaining or improving our margins. We may not
be successful in our development efforts or product cost reduction measures and
may face continued erosion of margins.</P>
<I><P>RESEARCH AND DEVELOPMENT EXPENSES</P>
</I><P ALIGN="JUSTIFY">Research and development expenses consist primarily of
personnel, system prototype design and fabrication, mask, prototype wafer, and
equipment costs necessary for us to conduct our development efforts. Research
and development costs, including software development costs, are expensed as
incurred. Research and development expenses were $7.8 million, $12.6 million,
and $20 million for fiscal 2003, 2002, and 2001, respectively. The $4.8 million
decrease in research and development expenses in fiscal 2003 as compared to
fiscal 2002 was due to the following:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>The shift in engineering resources from research and
development functions to revenue generating contracts; these costs approximated
$1.3 million for fiscal 2003 and were included in cost of license and other
revenue;</LI></P>
<P ALIGN="JUSTIFY"><LI>Lower compensation costs due to a reduction in research
and development personnel as compared to the comparable prior year
period;</LI></P>
<P ALIGN="JUSTIFY"><LI>Reduced purchases of software and related maintenance
contracts;</LI></P>
<P ALIGN="JUSTIFY"><LI>Reduced consulting expenses related to our SCE
technology;</LI></P>
<P ALIGN="JUSTIFY"><LI>Lower depreciation expense due to the retirement of
assets; and</LI></P>
<P ALIGN="JUSTIFY"><LI>Our overall efforts to reduce discretionary operating
costs.  </LI></P></UL>

<P ALIGN="JUSTIFY">The $7.4 million decrease in research and development
expenses during fiscal 2002 as compared to fiscal 2001 was due to the
following:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>The elimination of our Canadian operations in the fourth
quarter of fiscal 2001. Research and development expenses incurred by our
Canadian operations in fiscal 2001 approximated $2.5 million;</LI></P>
<P ALIGN="JUSTIFY"><LI>Reductions in research and development personnel staffing
levels in the first and second quarters of fiscal 2002;</LI></P>
<P ALIGN="JUSTIFY"><LI>Lower tooling and other project related expenses
associated with semiconductor and system-level reference design projects in
fiscal 2002;</LI></P>
<P ALIGN="JUSTIFY"><LI>Lower third-party consulting expenses associated with
development of the graphical user interface for our hosted iPBX product;
</LI></P>
<P ALIGN="JUSTIFY"><LI>A decrease in stock compensation charges of approximately
$435,000; and</LI></P>
<P ALIGN="JUSTIFY"><LI>Our overall efforts to reduce discretionary operating
costs.</LI></P></UL>

<I><P>SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES</P>
</I><P ALIGN="JUSTIFY">Selling, general, and administrative expenses consist
primarily of personnel and related overhead costs for sales, marketing, finance,
human resources, and general management. Such costs also include advertising,
sales commissions, trade show, and other marketing and promotional expenses.
Selling, general, and administrative expenses were $7.4 million, $8.6 million,
and $16.9 million in fiscal 2003, 2002, and 2001, respectively. The $1.2 million
decrease in selling, general, and administrative expenses in fiscal 2003 as
compared to fiscal 2002 was due to the following:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>Reductions in sales, marketing and administrative
personnel staffing levels; and</LI></P>
<P ALIGN="JUSTIFY"><LI>Lower legal, financial reporting, corporate function,
telephone, travel, corporate marketing, public relations and trade show
expenditures resulting from our efforts to reduce discretionary operating
costs.</LI></P></UL>

<P ALIGN="JUSTIFY">The decrease in selling, general, and administrative expenses
during fiscal 2002 as compared to fiscal 2001 was due primarily to the reasons
set forth above, as well as:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>a $3.7 million decrease due to the elimination of our
Canadian operations in the fourth quarter of fiscal 2001; and</LI></P>
<P ALIGN="JUSTIFY"><LI>a $325,000 decrease in stock compensation
expense.</LI></P></UL>

<I><P>IN-PROCESS RESEARCH AND DEVELOPMENT AND AMORTIZATION OF INTANGIBLES</P>
</I><P ALIGN="JUSTIFY">We incurred in-process research and development charges
of $4.6 million in the second quarter of fiscal 2001 related to the acquisition
of U|Force, Inc. (U|Force). Our consolidated financial statements reflect the
acquisition of all of the outstanding stock of U|Force, Inc. on June 30, 2000
for a total purchase price of $46.8 million. U|Force, based in Montreal, Canada,
was a developer of IP-based software applications and a provider of professional
services. U|Force was also developing a Java-based service creation environment
(SCE) designed to allow telecommunication service providers to develop, deploy,
and manage telephony applications and services to their customers. The purchase
price was comprised of 8x8 common stock with a fair value of approximately $38.0
million comprised of: (i) 1,447,523 shares issued at closing of the acquisition,
and (ii) 2,107,780 shares to be issued upon the exchange or redemption of the
exchangeable shares (the Exchangeable Shares) of Canadian entities held by
former employee shareholders or indirect owners of U|Force stock. The
Exchangeable Shares held by U|Force employees were subject to certain
restrictions, including our right to repurchase the Exchangeable Shares if an
employee departed prior to vesting. In addition, we also agreed to issue one
share of preferred stock (the Special Voting Share) that provides holders of
Exchangeable Shares with voting rights equivalent to the shares of common stock
into which their shares are convertible. We also assumed outstanding stock
options to purchase shares of U|Force common stock for which the Black-Scholes
pricing model value of approximately $6.5 million was included in the purchase
price. Direct transaction costs related to the merger were approximately
$747,000. Additionally, the Company advanced $1.5 million to U|Force upon
signing the acquisition agreement, but prior to the close of the transaction.
This amount was accounted for as part of the purchase price. The following table
summarizes the composition of the purchase price (in thousands):</P>

<PRE>

Value of common stock and Exchangable Shares issued........... $  38,042
Value of stock otions assumed.................................     6,546
Cash advanced to U|Force prior to closing.....................     1,500
Direct transaction costs......................................       747
                                                                ---------
                                                               $  46,835
                                                                =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">The purchase price was allocated to tangible assets acquired
and liabilities assumed based on the book value of U|Force's assets and
liabilities, which we believe approximated their fair value. Intangible assets
acquired included amounts allocated to U|Force's in-process research and
development. The in-process research and development related to U|Force's
initial products, the SCE and a unified messaging application, for which
technological feasibility had not been established and the technology had no
alternative future use. The estimated percentage complete for the unified
messaging and SCE products was approximately 44% and 34%, respectively, at June
30, 2000. The fair value of the in-process technology was based on a discounted
cash flow model, similar to the traditional "Income Approach," which discounts
expected future cash flows to present value, net of tax. In developing cash flow
projections, revenues were forecasted based on relevant factors, including
estimated aggregate revenue growth rates for the business as a whole,
characteristics of the potential market for the technology, and the anticipated
life of the technology. Projected annual revenues for the in-process research
and development projects were assumed to ramp up initially and decline
significantly at the end of the in-process technology's economic life. Operating
expenses and resulting profit margins were forecasted based on the
characteristics and cash flow generating potential of the acquired in-process
technologies. Risks that were considered as part of the analysis included the
scope of the efforts necessary to achieve technological feasibility, rapidly
changing customer markets, and significant competitive threats from numerous
companies. We also considered the risk that if we failed to bring the products
to market in a timely manner, it could adversely affect sales and profitability
of the combined company in the future. The resulting estimated net cash flows
were discounted at a rate of 25%. This discount rate was based on the estimated
cost of capital plus an additional discount for the increased risk associated
with in-process technology. The value of the acquired U|Force in-process
research and development, which was expensed in the second quarter of fiscal
2001, approximated $4.6 million. The excess of the purchase price over the net
tangible and intangible assets acquired and liabilities assumed was allocated to
goodwill. Amounts allocated to goodwill, the value of an assumed distribution
agreement, and workforce were being amortized on a straight-line basis over
three, three, and two years, respectively. The allocation of the purchase price
was as follows (in thousands): </P>

<PRE>

In-process research and development........................... $   4,563
Distribution agreement........................................     1,053
Workforce.....................................................     1,182
U|Force net tangible assets...................................     1,801
Goodwill......................................................    38,236
                                                                ---------
                                                               $  46,835
                                                                =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">Amortization of goodwill and intangible assets charged to
operations was $763,000 and $11 million for the fiscal years ended March 31,
2002 and 2001, respectively.  Amortization expense included amounts related to
the amortization of goodwill and intangible assets arising from the acquisitions
of U|Force in fiscal 2001 and Odisei S.A. in fiscal 2000. Beginning our fiscal
year 2003, Statement of Financial Accounting Standards (SFAS) No. 142,
&quot;Goodwill and Other Intangible Assets,&quot; was adopted, and we ceased to
amortize approximately $1.5 million of goodwill, net of amortization, including
intangibles related to the acquisition of Odisei S.A. that were classified as
goodwill upon the adoption of SFAS No. 142.</P>
<I><P>RESTRUCTURING AND OTHER CHARGES</P>
</I><B><P ALIGN="JUSTIFY">2003 Restructuring Actions</P>
</B><P ALIGN="JUSTIFY">During the third and fourth quarters of fiscal 2003, we
continued our cost reduction activities to better align expense levels with
current revenue levels and ensure conservative spending during the current
economic downturn.  As a result of these activities, we recorded restructuring
and other asset impairment charges of approximately $3.4 million.  These charges
included severance and benefits of approximately $1.2 million, as we reduced our
workforce, under voluntary and involuntary separation plans, by thirty-two
employees or thirty percent.  The majority of the affected employees were
employees of our semiconductor business based in Santa Clara, California, Tempe,
Arizona and Marlow, United Kingdom and included employees from sales and
marketing and research and development, as well as four executives of the
semiconductor business.  Severance of approximately $325,000 attributable to
involuntary terminations was paid during the year ended March 31, 2003. </P>
<P ALIGN="JUSTIFY">We closed our facility in Marlow, United Kingdom, and
recorded $434,000 of charges related to the termination of the operating leases
for the facility and related services.   In addition, we recorded asset
impairment charges of $212,000 related to assets in the United Kingdom that were
abandoned or disposed of.</P>
<P ALIGN="JUSTIFY">We also recorded a charge of approximately $74,000 for our
remaining lease liability for office space in Tempe, Arizona that was vacated as
a result of the restructuring actions during the fourth quarter. </P>
<P ALIGN="JUSTIFY">In the fourth quarter of fiscal 2003, we also implemented a
plan to reduce the workforce at our Sophia Antipolis, France office by ten
employees or seventy percent. This downsizing and its potential impact on our
iPBX business prompted an assessment of the key assumptions underlying our
goodwill valuation judgments.  As a result of the analysis, we determined that
an impairment charge of $1.5 million was required because the estimated fair
value of the goodwill was less than the book value of the goodwill that arose
from the acquisition of Odisei S.A. in fiscal 2000.</P>

<P>The following table illustrates the charges, credits and balances of the
restructuring reserves as of March 31, 2003 and summarizes asset impairment
charges (in thousands): </P>

<PRE>

                                     Total        Cash       Non-Cash      Liability at
                                    Charges     Payments      Charges     March 31, 2003
                                  -----------  -----------  -----------  ----------------
Restructuring Charges:
 Severance...................... $     1,177  $    (1,002) $        --  $            175
 Facility related...............         508         (161)        (273)               74
                                  -----------  -----------  -----------  ----------------
   Total restructuring charges..       1,685       (1,163)        (273)              249
                                  -----------  -----------  -----------  ----------------
Asset Impairments:
 Fixed Assets...................         212           --         (212)               --
 Goodwill.......................       1,539           --       (1,539)               --
                                  -----------  -----------  -----------  ----------------
   Total impairment charges.....       1,751           --       (1,751)               --
                                  -----------  -----------  -----------  ----------------
   Total restructuring and
     impairment charges......... $     3,436  $    (1,163) $    (2,024) $            249
                                  ===========  ===========  ===========  ================

</PRE><FONT FACE="Times New Roman" SIZE="2">


<P ALIGN="JUSTIFY">We expect annual savings of approximately $3 million related
to voluntary and involuntary employee terminations.  Future expected cost
reductions will be reflected in the Cost of Sales, Selling, General and
Administrative, and Research and Development line items in the consolidated
statements of operations.</P>
<B><P ALIGN="JUSTIFY">2001 Restructuring Actions</P>
</B><P ALIGN="JUSTIFY">During the fourth quarter of fiscal 2001, after a
significant number of employees had resigned, we discontinued our Canadian
operations acquired in conjunction with the acquisition of U|Force in June 2000.
We closed our offices in Montreal and Hull, Quebec and laid-off all remaining
employees resulting in the cessation of the research and development efforts and
the sales and marketing and professional services activities associated with the
U|Force business. As a result of the restructuring, we recorded a one-time
charge of $33.3 million in the quarter ended March 31, 2001. The restructuring
and other charges consisted of the following (in thousands): </P>

<PRE>

Employee separation........................................... $     765
Fixed asset losses and impairments............................     2,084
Intangible asset impairments..................................    30,247
Lease obligation and termination..............................       220
                                                                ---------
                                                               $  33,316
                                                                =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">Employee separation costs represent severance payments
related to the 96 employees in the Montreal and Hull offices who were laid-off.
</P>
<P ALIGN="JUSTIFY">The impairment charges for fixed assets of approximately $2.1
million included write-offs of abandoned and unusable assets of approximately
$1.4 million, a loss on sale of assets of $567,000, and a charge for assets to
be disposed of $172,000. The loss on sale of assets of $567,000 was attributable
to the sale of office, computer, and other equipment of the Montreal facility.
We received common stock of the purchaser valued at approximately $412,000 as of
the date of sale. Fair value of assets to be disposed of was measured based on
expected salvage value, less costs to sell.
Assets to be disposed of consist of computer equipment with
a fair value of $57,000 at March 31, 2001. Substantially all of these assets
were liquidated during fiscal 2002.</P>
<P ALIGN="JUSTIFY">The impairment charges for intangible assets represented the
write-off of the unamortized intangible assets recorded in connection with the
acquisition of U|Force. The charges of approximately $30.2 million included:
$28.7 million for the goodwill related to the acquisition, $739,000 for the
assembled workforce, and $789,000 related to a distribution agreement. The
impairments were directly attributable to the cessation of operations in Canada.
We performed an evaluation of the recoverability of the intangible assets
related to these operations in accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
The lack of estimated future net cash flows related to the acquired products
necessitated an impairment charge to write-off the remaining unamortized
goodwill. The distribution agreement asset was written off because we will no
longer provide products and services to customers under that agreement. </P>
<P ALIGN="JUSTIFY">We terminated the lease for our primary facility in Montreal
in March 2001, but we were required to pay rent on the facility through May 31,
2001. We terminated the lease for our facility in Hull, Quebec in fiscal 2002.
Accrued obligations related to remaining lease commitments on the Montreal and
Hull facilities totaled $212,000 at March 31, 2001. Payments made in fiscal 2002
related to the terminations of the Montreal and Hull facility leases totaled
$225,000. </P>
<P ALIGN="JUSTIFY">Cash payments related to the restructuring during the quarter
ended March 31, 2001, which included all employee separation costs and certain
lease termination costs, approximated $920,000. </P>
<I><P>OTHER INCOME, NET</P>
</I><P ALIGN="JUSTIFY">In fiscal 2003, 2002, and 2001, other income, net, was
approximately $600,000, $1.0 million, and $2.6 million, respectively.  The
decrease in other income, net, in fiscal 2003 compared to fiscal 2002 was due
primarily to an approximately $440,000 decrease in interest income resulting
from lower average cash and cash equivalent balances and lower interest rates, a
$131,000 non-recurring gain realized on the sale of an investment in fiscal
2002, and a $100,000 increase in foreign exchange losses.  These decreases were
offset by an increase in other income from our former Canadian operations of
approximately $175,000.  The increase in Canadian other income was primarily
attributable to the collection of Canadian research and development and other
tax credits in fiscal 2003, which was partially offset by a write off of
$92,000, which represented the balance of the cumulative translation adjustment
generated from the translation of the financial statements of our Canadian
subsidiary.  Our Canadian subsidiary has been substantially liquidated. We
collected $560,000 of Canadian tax credits in fiscal 2003, but no further
refundable tax credits are expected from Canada. Apart from the tax credit
receipt in fiscal 2003 and investment gain in 2002 described above, other
income, net, consists primarily of interest income earned on our cash and cash
equivalents and foreign exchange gains and losses. Interest income has continued
to decrease due to significantly lower average cash and cash equivalent balances
combined with lower interest rates. See &quot;Item 3. Quantitative And
Qualitative Disclosures About Market Risk&quot; elsewhere in this Report for
further discussion of our exposure to currency risk.</P>
<P ALIGN="JUSTIFY">The decrease in other income, net, in fiscal 2002 compared to
fiscal 2001 was due primarily to a significant decrease in interest income
resulting from lower average cash and cash equivalent balances and lower
interest rates.  Gains realized on the sale of investments also decreased by
approximately $94,000 in fiscal 2002 as compared to fiscal 2001. </P>
<I><P>INTEREST EXPENSE</P>
</I><P ALIGN="JUSTIFY">Interest expense in each of the two years ended March 31,
2002 consisted mainly of charges associated with the 4% convertible subordinated
debentures, or the Debentures, that we issued in December 1999, including the
amortization of the related debt discount and debt issuance costs. We redeemed
the Debentures in December 2001</FONT><FONT SIZE=2 COLOR="#0000ff">.
</FONT><FONT SIZE=2>Interest expense for the year ended March 31, 2001 also
included approximately $128,000 associated with lease lines of credit and a bank
loan assumed as part of the U|Force acquisition. All of the U|Force debt
obligations were repaid in the quarter ended March 31, 2001.</P>
<I><P>PROVISION FOR INCOME TAXES</P>
</I><P ALIGN="JUSTIFY">The provisions of $15,000 and $17,000 for the years ended
March 31, 2002 and 2001, respectively, were comprised primarily of certain
foreign taxes.  We had no provision for the fiscal year ended March 31, 2003.
The provision for the year ended March 31, 2002 also reflected a $10,000 refund
of U.S. federal income taxes received in fiscal 2002.</P>
<P ALIGN="JUSTIFY">At March 31, 2003, we had net operating loss carryforwards
for federal and state income tax purposes of approximately $115 million and $42
million, respectively, which expire at various dates beginning in 2005. In
addition, at March 31, 2002, we had research and development credit
carryforwards for federal and state tax reporting purposes of approximately $3
million and $2.3 million, respectively. The federal credit carryforwards will
begin expiring in 2010 while the California credit will carryforward
indefinitely. Under the ownership change limitations of the Internal Revenue
Code of 1986, as amended, the amount and benefit from the net operating losses
and credit carryforwards may be impaired or limited in certain circumstances.
</P>
<P ALIGN="JUSTIFY">At March 31, 2003 and 2002, we had gross deferred tax assets
of approximately $51 million and $47 million. We believe that, based on a number
of factors, the weight of objective available evidence indicates that it is more
likely than not that we will not be able to realize our deferred tax assets, and
a full valuation allowance was recorded at March 31, 2003 and March 31, 2002.
</P>
<I><P>EXTRAORDINARY GAIN</P>
</I><P ALIGN="JUSTIFY">We realized an extraordinary gain of $779,000 in the
third quarter of fiscal 2002 resulting from the early extinguishment of our
convertible subordinated debentures.  See Note 5 to the consolidated financial
statements in Part II, Item 8 of this Report for further discussion of this
transaction.</P>
<I><P>CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE</P>
</I><P ALIGN="JUSTIFY">In November 2000, the Emerging Issues Task Force of the
Financial Accounting Standards Board reached several conclusions regarding the
accounting for debt and equity securities with beneficial conversion features,
including a consensus requiring the application of the "accounting conversion
price" method, versus the use of the stated conversion price, to calculate the
beneficial conversion feature for such securities. The Securities and Exchange
Commission (SEC) required companies to record a cumulative catch-up adjustment
in the fourth quarter of calendar 2000 related to the application of the
"accounting conversion price" method to securities issued after May 21, 1999.
Accordingly, we recorded a $1.1 million non-cash expense during the quarter
ended December 31, 2000 to account for a beneficial conversion feature
associated with Debentures and related warrants issued in December 1999, and we
presented it as a cumulative effect of a change in accounting principle as
required by the SEC.</P>
<I><P>LIQUIDITY AND CAPITAL RESOURCES</P>
</I><P ALIGN="JUSTIFY">As of March 31, 2003, we had cash and cash equivalents
totaling $3.4 million, representing a decrease of $9 million from March 31,
2002. We currently have no borrowing arrangements. </P>
<P ALIGN="JUSTIFY">Cash used in operations of $8.8 million in fiscal 2003
primarily resulted from the net loss of $11.4 million, a $249,000 decrease in
accrued compensation, a $1.9 million decrease in deferred revenue, and a $71,000
increase in accounts receivable. Cash used in operations was partially offset by
a $298,000 decrease in inventory and non-cash items, including depreciation and
amortization of $1.8 million, $2.3 million for the non-cash portion of
restructuring and asset impairment charges, and $83,000 related to the provision
for inventory. Cash used in investing activities in fiscal 2003 was attributable
to purchases of short-term investments of $208,000 and capital expenditures of
$137,000, partially offset by proceeds from the sale of equipment of $42,000.
Cash provided by financing activities during fiscal 2003 consisted of proceeds
of $89,000 resulting from the sale of our common stock to employees through our
employee stock purchase and stock option plans.</P>
<P ALIGN="JUSTIFY">Cash used in operations of $7.9 million in fiscal 2002
reflected a net loss of $9.1 million, a decrease in accounts payable of
$839,000, a decrease in accrued compensation of $610,000, a decrease of $579,000
in other accrued liabilities, a $3.5 million decrease in deferred revenue and a
non-cash extraordinary gain of $779,000 due to redemption of the convertible
subordinated debentures. Cash used in operations was partially offset by a
decrease in accounts receivable of $1.7 million, a $501,000 decrease in
inventory, a $1.6 million decrease in other current assets, and non-cash items
including depreciation and amortization of $3.9 million. Cash provided by
investing activities in fiscal 2002 was attributable to proceeds from the sale
of an investment in marketable equity securities of $543,000 and proceeds from
the sale of equipment of $116,000, partially offset by capital expenditures of
$172,000. Cash used in financing activities during fiscal 2002 consisted of the
$4.6 million payment associated with the redemption of the convertible
subordinated debentures and certain costs incurred in connection with the
redemption, offset partially by proceeds of $335,000 resulting from the sale of
our common stock to employees through our employee stock purchase and stock
option plans.</P>
<P ALIGN="JUSTIFY">Cash used in operations of $24.6 million in fiscal 2001
reflected a net loss of $74.4 million, decreases in accounts payable and accrued
compensation of $2.2 million and $623,000, an increase in other current and non-
current assets of $1.3 million, and a non-cash adjustment for a gain on sale of
investments of $225,000. Cash used in operations was partially offset by cash
provided by a decrease in accounts receivable of $851,000, an increase in other
accrued liabilities of $378,000, and non-cash items, including restructuring
charges of $32.3 million, depreciation and amortization of $14.4 million, in-
process research and development of $4.6 million, the cumulative effect of a
change in accounting principle of $1.1 million, and stock compensation charges
of $753,000. Cash provided by investing activities in fiscal 2001 is primarily
attributable to net proceeds from the sale of assets and the license of
technology associated with our video monitoring product line of $5.2 million,
offset by acquisitions of property and equipment of $6.1 million and cash paid
for acquisitions, net, of $558,000. Cash flows from financing activities in
fiscal 2000 consisted primarily of proceeds from sales of the Company's common
stock totaling $2.8 million, offset by debt repayments of $891,000 and
repurchases of common stock and Exchangeable Shares of $514,000. For the year,
cash and cash equivalents decreased $24.5 million. </P>

<P ALIGN="JUSTIFY">As of March 31, 2003, our principal commitments consisted of
obligations outstanding under non-cancelable operating leases.  At March 31,
2003, future minimum annual lease payments under noncancelable operating leases,
net of sublease income, were as follows (in thousands):</P>

<FONT FACE="Courier New"><PRE>

 YEAR ENDING MARCH 31,
 ---------------------
2004.......................................................... $     544
2005..........................................................       280
2006..........................................................        37
                                                                ---------
          Total minimum payments.............................. $     861
                                                                =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">As noted previously, we redeemed our convertible subordinated
debentures in December 2001. The consideration included issuing 1,000,000 shares
of our common stock to the lenders. We have committed to maintaining the
effectiveness of the registration statement filed with the SEC covering the
resale of these shares. Should we fail to maintain the effectiveness of the
registration statement we may be required to pay cash penalties and redeem all
or a portion of the shares at the higher of $0.898 or the market price of our
common stock at the time of the redemption which could have a material adverse
effect on our cash flows. The value of the shares still held by the lenders of
$669,000 at March 31, 2003, based upon the $0.898 per share minimum potential
redemption price, is reflected as contingently redeemable common stock in the
consolidated balance sheet. </P>


<P ALIGN="JUSTIFY">We have sustained net losses and negative cash flows from operations since fiscal 1999 that have been funded
primarily through the issuance of equity securities and borrowings. We believe that current cash and cash equivalents,
including net cash proceeds of approximately $7.9 million from the August and November 2003 sales of approximately
4.9 million shares of common stock and warrants to purchase approximately 6.0 million shares of common stock,
will be sufficient to finance our operations for the next twelve months. However, we are evaluating our cash needs
and may pursue additional equity or debt financing in order to achieve our overall business objectives. There can be
no assurance that such financing will be available, or, if available, at a price that is acceptable to us.
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. Failure to generate
sufficient revenues, raise additional capital or reduce certain discretionary spending could have an adverse impact
on our ability to achieve our longer term business objectives.</P>

<I><P>RELATED PARTY TRANSACTIONS</P>
</I><P ALIGN="JUSTIFY">During the fourth quarter of fiscal 2000, the Company
sold 3.7 million shares of its common stock to STMicroelectronics NV (STM) at a
purchase price of $7.50 per share and received net proceeds of $27.7 million.
During fiscal 2003, we purchased semiconductors from a subsidiary of STM. Such
purchases approximated $550,000. In addition, during fiscal 2003 we contracted
with a subsidiary of STM for non-recurring engineering services related to the
development of our new semiconductor product. As of March 31, 2003, we had
recorded liabilities to STM of $392,000 for semiconductor purchases and purchase
commitments and engineering services.</P>
<P ALIGN="JUSTIFY">In March 2002 the Board authorized us to open securities
trading accounts and make investments of up to $1.0 million on behalf of 8x8,
Inc. as directed by our Chairman, Joe Parkinson, Chief Executive Officer, or
Chief Financial Officer. Mr. Parkinson has agreed to personally reimburse 8x8 on
a quarterly basis for any losses resulting from his trading activities in order
to maintain a minimum investment account balance of $1.0 million. The Board has
been assured of Mr. Parkinson's ability to cover any such losses; however,
should he be unable to do so it could have a material impact on our cash flows
and results of operations. As part of the arrangement, our Board has expressed
its intent, but not obligation, to pay Mr. Parkinson a quarterly bonus in an
amount equal to 25% of the profits attributable to investments made on our
behalf by Mr. Parkinson to the extent such a bonus exceeds his salary for the
corresponding period. The Company or Mr. Parkinson can terminate this
arrangement at any time, subject to the terms of an agreement between 8x8 and
Mr. Parkinson. Under the arrangement, we are required to return to Mr. Parkinson
the amount representing the increase in value of the investment account over
$1.0 million to the extent required to restore replenishment payments made by
Mr. Parkinson in prior quarters. Through March 31, 2003, Mr. Parkinson had made
cumulative replenishment payments of approximately $137,000 to offset losses
incurred. As of March 31, 2003, the investment account balance approximated
$1,018,000. Accordingly, we had a payable of approximately $18,000 to Mr.
Parkinson at March 31, 2003.  As of March 31, 2003, approximately $200,000 of
the $1.0 million allocated for such investment activities was invested in
marketable equity securities. The remaining $800,000 was invested in money
market funds.</P>
<I><P>RECENT ACCOUNTING PRONOUNCEMENTS</P>
</I><P ALIGN="JUSTIFY">On October 3, 2001, the Financial Accounting Standards
Board (&quot;FASB&quot;) issued Statement of Financial Accounting Standards
(&quot;SFAS&quot;) No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets.&quot; SFAS No. 144 supercedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
SFAS No. 144 applies to all long-lived assets (including discontinued
operations) and consequently amends Accounting Principles Board Opinion No. 30.
SFAS No. 144 develops one accounting model for long-lived assets that are to be
disposed of by sale and requires that long-lived assets that are to be disposed
of by sale be measured at the lower of book value or fair value less cost to
sell.  Additionally, SFAS No. 144 expands the scope of discontinued operations
to include all components of an entity with operations that (i) can be
distinguished from the rest of the entity, and (ii) will be eliminated from the
ongoing operations of the entity in a disposal transaction. We adopted SFAS No.
144 in the first quarter of fiscal 2003, and its adoption did not have a
material impact on our results of operations or financial position.</P>
<P ALIGN="JUSTIFY">In June 2002, the FASB issued SFAS No. 146, &quot;Accounting
for Costs Associated with Exit or Disposal Activities,&quot; which addresses
accounting for restructuring and similar costs. SFAS No. 146 supercedes previous
accounting guidance, principally Emerging Issues Task Force Issue (EITF) No. 94-
3. SFAS No. 146 requires that a liability for costs associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF No.
94-3, a liability for an exit cost was recognized at the date of the entity's
commitment to an exit plan. SFAS No. 146 also requires that the liability be
initially measured and recorded at fair value. SFAS No. 146 will be effective
for exit or disposal activities that are initiated after December 31, 2002. We
adopted SFAS No. 146 in the fourth quarter of fiscal 2003, and its adoption did
not have a material impact on our results of operations or financial
position.</P>
<P>In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others," which expands previously issued
accounting guidance and disclosure requirements for certain guarantees.  FIN45
requires an entity to recognize an initial liability for the fair value of an
obligation assumed by issuing a guarantee.  The provision  for  initial
recognition  and measurement  of  the  liability  will  be  applied  on a
prospective  basis  to guarantees  issued or modified after December 31, 2002.
We do not expect FIN 45 to have a material impact on our consolidated results of
operations or financial position.   We have included additional disclosures in
accordance with FIN 45 in the footnotes to the consolidated financial statements
presented in Part II, Item 8 of this Report.</P>
<P ALIGN="JUSTIFY">In December 2002, the FASB issued SFAS No. 148, "Accounting
for Stock-Based Compensation, Transition and Disclosure." SFAS No. 148 provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. SFAS No. 148 also
requires that disclosures of the pro forma effect of using the fair value method
of accounting for stock-based employee compensation be displayed more
prominently and in a tabular format. Additionally, SFAS No. 148 requires
disclosure of the pro forma effect in interim financial statements. The
additional disclosure requirements of SFAS No. 148 are effective for fiscal
years ended after December 15, 2002. We will continue to account for stock-based
compensation in accordance with Accounting Principles Board Opinion No. 25. We
have included additional disclosures in accordance with SFAS No. 148  in the
footnotes to the consolidated financial statements presented in Part II, Item 8
of this Report. </P>
<I><P>
</I><B><P ALIGN="CENTER">FACTORS THAT MAY AFFECT FUTURE RESULTS</P>
<P ALIGN="JUSTIFY">We will need to raise additional capital to support our
operations, and failure to do so in a timely manner may cause us to implement
additional cost reduction strategies </P>
</B><P ALIGN="JUSTIFY">As of March 31, 2003, we had approximately $3.6 million
in cash and cash equivalents and short-term investments. The possibility that we
will not be able to meet our obligations as and when they become due over the
next twelve months raises substantial doubt about our ability to continue as a
going concern. Accordingly, we have been pursuing, and will continue to pursue,
the implementation of certain cost reduction strategies.  Additionally, we are
seeking additional financing and evaluating financing alternatives in order to
meet our cash requirements for fiscal 2004.  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 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 businesses.  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 and they may experience significant
dilution. New investors may demand rights, preferences or privileges senior to
those of existing holders of our common stock. If we are not successful in these
actions, we may be forced to cease operations.</P>
<B><P ALIGN="JUSTIFY">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 $4 million
in the quarter ended March 31, 2003 and we ended the period with an accumulated
deficit of $149 million.  In addition, we recorded operating losses of $12
million, $10.0 million and $74.5 million for the fiscal years ended
March&nbsp;31, 2003, 2002 and 2001, respectively.  We expect that we 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 an operating profit.  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 in the future.</P>
<B><P ALIGN="JUSTIFY">We may not be able to maintain our listing on the Nasdaq
SmallCap Market</P>
</B><P ALIGN="JUSTIFY">In April 2002, we were notified by the Nasdaq staff that
the bid price for our common stock must close at $1.00 per share or more for a
minimum of ten consecutive trading days during the ninety calendar day period
ending July 9, 2002 or we might be delisted.  As we were not in compliance under
the Nasdaq National Market minimum bid price listing standard by July 9, 2002,
we transferred to and began trading on the Nasdaq SmallCap Market on July 26,
2002. As a result of our transfer to the Nasdaq SmallCap Market, our delisting
determination was extended an additional ninety days until October 7, 2002.
Although our common stock did not achieve a closing bid price of $1.00 for at
least ten consecutive trading days before October 7, 2002, we met the initial
listing criteria for the Nasdaq SmallCap Market as of October 7, 2002. As a
result, we remained eligible to be quoted on the Nasdaq SmallCap Market for an
additional 180-calendar day grace period, which expired on April 7, 2003,
subject to our compliance with the continued listing requirements during the
extended grace period. On April 8, 2003, the Nasdaq staff notified us that we
have been granted an additional ninety days, or until July 7, 2003 to regain
compliance with the minimum bid price listing standard. However, there is no
assurance that we will be able to maintain the continued listing requirements,
and, as a result, may be delisted from trading on that system. 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>
<P ALIGN="JUSTIFY"><LI>result in a decrease in the trading price of our common
stock;</LI></P></UL>


<UL>
<P ALIGN="JUSTIFY"><LI>lessen interest by institutions and individuals in
investing in our common stock; </LI></P></UL>


<UL>
<P ALIGN="JUSTIFY"><LI>make it more difficult to obtain analyst coverage;
and</LI></P></UL>


<UL>
<P ALIGN="JUSTIFY"><LI>make it more difficult for us to raise capital in the
future.</LI></P></UL>

<B><P ALIGN="JUSTIFY">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;</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;
and</LI></P>
<P ALIGN="JUSTIFY"><LI>the potential delisting of our common
stock.</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">If we fail to maintain effectiveness of a registration
statement for the resale of shares of our common stock issued in connection with
the redemption of our previously outstanding convertible debt, we may be forced
to pay a cash penalty or redeem all or a portion of the shares, causing our
business to suffer</P>
</B><P ALIGN="JUSTIFY">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 1,000,000 shares of our common stock issued to
the former note holders for resale. If we fail to maintain the effectiveness of
the registration statement, we may be required to pay cash penalties and may be
required to redeem all or a portion of the shares of common stock held by the
former note holders. 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 significant harm to
our business, results of operations and financial condition.</P>
<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 IP telephony
technology and products.  Our videoconferencing semiconductor business has not
provided sufficient revenues to profitably operate our business, and we have
announced the end of life of these products and expect to make our final
shipments in the first quarter of fiscal 2004. To date, we have not generated
significant revenue from the sale of our IP telephony products and services. 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 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 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 business has been adversely affected by the downturn
in the telecommunications industry and these developments will continue to
impact our revenues and operating results</P>
</B><P ALIGN="JUSTIFY">Through the end of 2000, the telecommunications market
was experiencing rapid growth spurred by a number of factors including
deregulation in the industry, entry of a large number of new emerging service
providers, growth in data traffic and the availability of significant capital
from the financial markets. In 2001, the telecommunications industry began a
reversal of some of these trends, marked by a dramatic reduction in current and
projected future capital expenditures by service providers, financial
difficulties and, in some cases, bankruptcies experienced by emerging service
providers, as well as a sharp contraction in the availability of capital. These
conditions caused a substantial reduction in demand for telecommunications
equipment and related software, which has had a resulting impact on demand for
our IP telephony semiconductor and software products and for our hosted iPBX
solution. If our current or potential customers are forced to defer or further
curtail their capital spending programs, sales of our hosted iPBX product and
Packet8 IP telephone service to telecommunication service providers and sales of
our IP telephony semiconductors to manufacturers of telecommunication equipment
may continue to 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
experienced consolidation. The loss of one or more of our current or potential
telecommunication service provider or telecommunication equipment OEM 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>
<P ALIGN="JUSTIFY">We expect the developments described above to continue to
affect our business for at least the next several quarters in the following
manner:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>our ability to accurately forecast revenue will be
diminished;</LI></P>
<P ALIGN="JUSTIFY"><LI>our revenues could be reduced; and</LI></P>
<P ALIGN="JUSTIFY"><LI>our losses may increase because operating expenses are
largely based on anticipated revenue trends and a high percentage of our
expenses are and will continue to be fixed in the short-term.</LI></P></UL>

<P ALIGN="JUSTIFY">Our business, operating results and financial condition could
be materially and adversely impacted by any one or a combination of the
above.</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 percentages 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, our product end of life announcement, and
other factors, gross profit as a percentage of revenue for our videoconferencing
semiconductor products will continue to decrease. Average selling prices
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. Because a significant portion of our
business may be derived from orders placed by a limited number of large
customers, including original equipment manufacturers, the timing of such orders
can 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 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
investors, which would likely result in a significant reduction in the market
price of our common stock.</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 fiscal years ended
March&nbsp;31, 2003, 2002 and 2001, accounted for approximately 62%, 73% and
48%, 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>the scalability of our IP telephony software
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 products may cause our revenue and operating results to vary </P>
</B><P ALIGN="JUSTIFY">Our IP telephony software and semiconductor products,
including our hosted iPBX, Packet8 telephone service and our Audacity family of
semiconductors, 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. We do not possess the capital infrastructure required to
invest in extensive marketing or advertising campaigns that may be required in
order to sell these products. 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 products, and our revenue and
operating results may vary significantly from quarter to quarter.</P>
<B><P ALIGN="JUSTIFY">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,
competition for highly-skilled engineering, sales, marketing, and support
personnel has remained strong. Our future success depends upon the continued
services of our executive officers and other key employees who have critical
industry experience and relationships that we rely on to implement our business
plan. None of our officers or key employees are bound by employment agreements
for any specific term. The loss of the services of any of our officers or key
employees could delay the development and introduction of, and negatively impact
our ability to sell our products which 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 ALIGN="JUSTIFY">We depend on contract 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 and as such do not have internal manufacturing
capabilities to meet our customers' demands.  We have shifted the manufacture of
our voice over IP semiconductors to an affiliate of STMicroelectronics NV, or
STM, from Taiwan Semiconductor Manufacturing Corporation, or TSMC. STM or its
contract manufacturer, TSMC, will be the sole manufacturer of our semiconductor
products.   Furthermore, to the extent TSMC is utilized, 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
contract 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. For our consumer videophones, IP telephones and media hub devices
that are used with our hosted iPBX and Packet8 voice and video IP telephone
service, we rely on the availability of these semiconductor products.  These
devices are also sourced solely from certain overseas contract manufacturers and
partners, and are not available from any other manufacturer.</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.
For instance, our customers rely upon our ability to meet committed delivery
dates, and any disruption in the supply of our products could result in legal
action from our customers, loss of customers or harm to our ability to attract
new customers. Any of these factors could have a material adverse effect on our
business, operating results, and financial condition.</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
product and Packet8 voice and video IP telephone service have requested that our
products and services 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. Our
Packet8 telephone service depends on the availability of third party network
service providers that provide telephone numbers and PSTN call termination and
origination services for our customers.  Many of these network service providers
are financially affected by the downturn in the telecommunications industry and
may be forced to terminate the services that we depend on.  The time to
interface our technology to another network service provider, if available, and
qualify this new service could have a material adverse effect on our business,
operating results, and financial condition. </P>
<B><P ALIGN="JUSTIFY">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 and Packet8 IP telephone service must
successfully integrate with products from other vendors, such as gateways to
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,
Packet8 service 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 the Packet8 telephone service products, 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 we have.  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 few,
if any, companies possess 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.  We hold fifty-four 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 who 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, 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 us of third party patents will not be asserted or prosecuted
against the Company.</P>
<P ALIGN="JUSTIFY">We rely upon certain technology, including hardware and
software, licensed from third parties. There can be no assurance that the
technology licensed by us will continue to provide competitive features and
functionality or that licenses for technology currently utilized by us or other
technology which we may seek to license in the future will be available to us on
commercially reasonable terms or at all. The loss of, or inability to maintain
existing licenses could result in shipment delays or reductions until equivalent
technology or suitable alternative products could be developed, identified,
licensed and integrated, and could harm our business.  These licenses are on
standard commercial terms made generally available by the companies providing
the licenses.  The cost and terms of these licenses individually are not
material to our business.</P>
<B><P ALIGN="JUSTIFY">The failure of IP networks to meet the reliability and
quality standards required for voice and video 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. 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, digital subscriber lines, and wireless local
loop, may not be suitable for telephony unless such networks and technologies
can provide reliability and quality consistent with these standards.<B> </P>
<P ALIGN="JUSTIFY">Our products must comply with industry standards, FCC
regulations, state, country-specific and international 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. Our IP telephony products rely heavily on
standards such as SIP, H.323, 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. These standards, as well as
audio and video compression standards, continue to evolve. 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 legislation or regulation of the internet and/or
voice and video over IP services could restrict our business or increase our
cost of doing business</P>
</B><P>At present there are few laws, regulations or rulings 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 taxes related to
internet communications, imposing tariffs or regulations based on encryption
concerns or the characteristics and quality of products and services, imposing
regulations and requirements related to the handling of emergency 911 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
or other legislative bodies 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. Recent federal
legislation provides for a significant deregulation of the U.S.
telecommunications industry, including the local exchange, long distance and
cable television industries.  This legislation remains subject to judicial
review and additional Federal Communications Commission, or FCC, rulemaking.  As
a result, we cannot predict the legislation's effect on our future operations.
Many regulatory actions are under way or are being contemplated by federal and
state authorities regarding important items.  These actions could have a
material adverse effect on our business, financial condition and operating
results. </P>

<B><P ALIGN="JUSTIFY">Potential regulation of internet service providers could adversely
affect our operations </P></B>
<FONT SIZE=2><P>To date, the FCC has treated internet service providers as data
service providers. Data service providers are currently exempt from federal and
state regulations governing common carriers, including the obligation to pay
access charges and contribute to the universal service fund. The FCC is
currently examining the status of internet service providers and the services
they provide. If the FCC were to determine that internet service providers, or
the services they provide, are subject to FCC regulation, including the payment
of access charges and contribution to the universal service funds, it could have
a material adverse effect on our business, financial condition and operating
results. </P>
</FONT><B><P ALIGN="JUSTIFY">The Company may lose customers if it experiences system failures that
significantly disrupt the availability and quality of the services that it
provides </P></B>
<FONT SIZE=2><P>The operation of our Packet8 voice and video service depends on
our ability to avoid and mitigate any interruptions in service or reduced
capacity for customers. Interruptions in service or performance problems, for
whatever reason, could undermine confidence in our services and cause us to lose
customers or make it more difficult to attract new ones. In addition, because
our services may be critical to the businesses of our customers, any significant
interruption in service could result in lost profits or other loss to our
customers. Although we attempt to disclaim liability in our service agreements,
a court might not enforce a limitation on liability, which could expose us to
financial loss. In addition, we may provide our customers with guaranteed
service level commitments. If we are unable to meet these guaranteed service
level commitments as a result of service interruptions, we may be obligated to
provide credits, generally in the form of free service for a short period of
time, to our customers, which could negatively affect our operating results.
</P>
<P>The failure of any equipment or facility on our network, or those of our
partners or customers, could result in the interruption of customer service
until necessary repairs are made or replacement equipment is installed. Network
failures, delays and errors could also result from natural disasters, terrorist
acts, power losses, security breaches and computer viruses. These failures,
faults or errors could cause delays, service interruptions, expose us to
customer liability or require expensive modifications that could have a material
adverse effect on our business, financial condition and operating results. </P>
</FONT><B><P ALIGN="JUSTIFY">Intellectual property and proprietary rights of others could prevent
us from using necessary technology to provide IP voice and video services </P></B>
<FONT SIZE=2><P>While we do not know of any technologies that are patented by
others that we believe are necessary for us to provide our services, this
necessary technology may in fact be patented by other parties either now or in
the future. If this technology were held under patent by another person, we
would have to negotiate a license for the use of that technology. We may not be
able to negotiate such a license at a price that is acceptable. The existence of
such a patent, or our inability to negotiate a license for any such technology
on acceptable terms, could force us to cease using the technology and offering
products and services incorporating the technology. </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 or to improve their performance.  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 foundry 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">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 the United States during
the years ended March&nbsp;31, 2003, 2002 and 2001 were 62%, 61% and 69% of
total revenues, respectively. The following table illustrates our net revenues
by geographic area.
Revenues are attributed to countries based on the
destination of shipment (in thousands): </P>

<FONT FACE="Courier New"><PRE>

                                                     Year Ended March 31,
                                             -------------------------------------
                                                2003         2002         2001
                                             -----------  -----------  -----------
United States.............................. $     4,218  $     5,777  $     5,632
Europe.....................................       2,657        4,126        5,862
Taiwan.....................................       1,569        2,026        2,739
Japan......................................         919        1,119        1,188
Other......................................       1,640        1,643        2,807
                                             -----------  -----------  -----------
                                            $    11,003  $    14,691  $    18,228
                                             ===========  ===========  ===========

</PRE><FONT FACE="Times New Roman" SIZE="2">


<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 other trade barriers, potentially adverse tax
consequences, fluctuations in currency exchange rates, greater difficulty in
collecting accounts receivable and longer collection periods, the impact of
recessions in economies outside of the United States, 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.  Taiwan in particular is subject to a high rate of
natural disasters, such as earthquakes or typhoons, which could have significant
impact on our suppliers and customers due to a delay in operations within that
country.  In addition, Taiwan's tenuous relationship with mainland China is a
source of continuing concern due to potential hostilities.  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 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 ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">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 products from our independent suppliers, 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 terrorist 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">These risk factors could cause actual results to differ materially
from the results anticipated in forward-looking statements </P></B>
<FONT SIZE=2><P>The reports that we file with the SEC and our other
communications may contain forward-looking statements that involve risks and
uncertainties. We consider forward-looking statements to be those statements
that describe intentions, beliefs, and current expectations with respect to
future operating performance. Our actual results could differ materially from
those anticipated in our forward-looking statements as a result of certain
factors. </P>

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<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>exh99-2.htm
<DESCRIPTION>FINANCIAL STATEMENTS
<TEXT>
<html>
<head>
<title>03262004 8K Exhibit 99.2</title>
</head>
<BODY LINK="#0000ff" VLINK="#800080" BGCOLOR="#ffffff">
<font FACE="Times New Roman" SIZE="2">

<B><P ALIGN="JUSTIFY">Exhibit 99.2</P>
<P>ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA</P>
<P ALIGN="CENTER">Report of Independent Accountants</P>
</B><FONT SIZE=2><P>To the Board of Directors and Stockholders of 8x8, Inc.</P>
<P>In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of 8x8, Inc. and its subsidiaries, at March 31, 2003 and 2002, and the
results of their operations and their cash flows for each of the three years in
the period ended March 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.  In addition, in our
opinion, the financial statement schedule listed in the accompanying index
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
These financial statements and the financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.</P>

<P>As discussed in Note 3 to the consolidated financial statements, as of April
1, 2002, the Company ceased amortization of goodwill to conform with the
provisions of Statement of Financial Accounting Standards No. 142 &quot;Goodwill
and Other Intangible Assets.&quot;</P>

<P>PRICEWATERHOUSECOOPERS LLP</P>
<P>&nbsp;</P>
<P>San Jose, California<BR>
May 2, 2003, except as to the Liquidity paragraph in Note 1 and Note 12,<BR>
   for which the date is March 26, 2004</P>

<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>
<A NAME="bs"></A>
<B><P ALIGN="CENTER">
                             8X8, INC.<br>
<br>
                          CONSOLIDATED BALANCE SHEETS<br>
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)<br>
</B><br>
<FONT FACE="Courier New"><PRE>


                                                                   March 31,
                                                             --------------------
                                                               2003       2002
                                                             ---------  ---------
                          ASSETS
Current assets:
  Cash and cash equivalents................................ $   3,371  $  12,422
  Short term investments...................................       208         --
  Accounts receivable, net of allowance of
   $141 and $286, respectively.............................     1,290      1,239
  Inventory................................................       352        733
  Other current assets.....................................       595        612
                                                             ---------  ---------
          Total current assets.............................     5,816     15,006
Property and equipment, net................................       841      2,740
Intangibles and other assets...............................        48      1,907
                                                             ---------  ---------
                                                            $   6,705  $  19,653
                                                             =========  =========
           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable......................................... $     652  $     548
  Accrued compensation.....................................       847        921
  Accrued warranty.........................................       477        478
  Deferred revenue.........................................       545      2,421
  Other accrued liabilities................................     1,125        958
  Income taxes payable.....................................       226        280
                                                             ---------  ---------
          Total current liabilities........................     3,872      5,606
                                                             ---------  ---------
Contingently redeemable common stock.......................       669        813
                                                             ---------  ---------
Commitments and contingencies (Note 9)
Stockholders' equity:
  Preferred stock, $0.001 par value:
     Authorized: 5,000,000 shares;
     Issued and outstanding: 1 share at March 31, 2003
      and March 31, 2002...................................        --         --
  Common stock, $0.001 par value:
     Authorized: 100,000,000 shares at March 31, 2003
      and March 31, 2002;
     Issued and outstanding: 28,470,987 shares
      at March 31, 2003 and 28,228,215 shares
      at March 31, 2002....................................        28         27
Additional paid-in capital.................................   150,827    150,612
Deferred compensation......................................       (12)       (30)
Accumulated other comprehensive loss.......................        --        (99)
Accumulated deficit........................................  (148,679)  (137,276)
                                                             ---------  ---------
          Total stockholders' equity.......................     2,164     13,234
                                                             ---------  ---------
                                                            $   6,705  $  19,653
                                                             =========  =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<p align="center">
  The accompanying notes are an integral part of these consolidated financial
                                  statements.


<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>
<A NAME="ops"></A>
<B><P ALIGN="CENTER">
                             8X8, INC.<br>
<br>
                     CONSOLIDATED STATEMENTS OF OPERATIONS<br>
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
</B><br>

<FONT FACE="Courier New"><PRE>

                                                              Year Ended March 31,
                                                         -------------------------------
                                                           2003       2002       2001
                                                         ---------  ---------  ---------
Product revenues....................................... $   5,739  $   6,044  $  12,808
License and other revenues.............................     5,264      8,647      5,420
                                                         ---------  ---------  ---------
          Total revenues...............................    11,003     14,691     18,228
                                                         ---------  ---------  ---------
Cost of product revenues...............................     2,781      2,626      5,225
Cost of license and other revenues.....................     1,509        197      1,761
                                                         ---------  ---------  ---------
          Total cost of revenues.......................     4,290      2,823      6,986
                                                         ---------  ---------  ---------
          Gross profit.................................     6,713     11,868     11,242
                                                         ---------  ---------  ---------
Operating expenses:
  Research and development.............................     7,835     12,559     19,950
  Selling, general and administrative..................     7,441      8,560     16,899
  In-process research and development..................        --         --      4,563
  Amortization of intangibles..........................        --        763     10,987
  Restructuring and other charges......................     3,437         --     33,316
                                                         ---------  ---------  ---------
          Total operating expenses.....................    18,713     21,882     85,715
                                                         ---------  ---------  ---------
Loss from operations...................................   (12,000)   (10,014)   (74,473)
Other income, net......................................       597      1,029      2,628
Interest expense.......................................        --       (884)    (1,456)
                                                         ---------  ---------  ---------
Loss before provision for income taxes.................   (11,403)    (9,869)   (73,301)
Provision for income taxes.............................        --         15         17
                                                         ---------  ---------  ---------
Net loss before extraordinary gain and cumulative
  effect of change in accounting principle ............   (11,403)    (9,884)   (73,318)
Extraordinary gain on extinguishment of debt, net......        --        779         --
Cumulative effect of change in accounting principle....        --         --     (1,081)
                                                         ---------  ---------  ---------
Net loss............................................... $ (11,403) $  (9,105) $ (74,399)
                                                         =========  =========  =========

Basic and diluted per share amounts:
  Net loss before extraordinary gain and cumulative
    effect of change in accounting principle .......... $   (0.40) $   (0.36) $   (2.95)
  Extraordinary gain on extinguishment of debt, net....        --       0.03         --
  Cumulative effect of change in accounting principle..        --         --      (0.04)
                                                         ---------  ---------  ---------
  Net loss............................................. $   (0.40) $   (0.33) $   (2.99)
                                                         =========  =========  =========

Basic and diluted shares outstanding...................    28,386     27,271     24,846
                                                         =========  =========  =========


</PRE><FONT FACE="Times New Roman" SIZE="2">
<p align="center">
  The accompanying notes are an integral part of these consolidated financial
                                  statements.


<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>
<A NAME="equity"></A>
<B><P ALIGN="CENTER">
                             8X8, INC.<br>
<br>
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY<br>
                         (IN THOUSANDS, EXCEPT SHARES)
</B><br>

<FONT FACE="Courier New"><PRE>
<FONT SIZE=1>

                                                                                       Notes                Accumulated
                                                                                     Receivable               other
                                  Preferred Stock     Common Stock       Additional    from      Deferred   Comprehen-
                                  ---------------- --------------------   Paid-in     Stock-    Compensa-      sive     Accumulated
                                  Shares   Amount    Shares     Amount    Capital     holders      tion        Loss      Deficit      Total
                                  -------  ------- -----------  -------  ----------  ---------  ----------  ----------  ----------  ---------
Balance at March 31, 2000........     --  $    --  22,958,921  $    23  $  101,559  $     (69) $     (376) $       --  $  (53,747) $  47,390
Acquisition of UForce, Inc. .....      1       --   3,555,303        4      44,584         --          --          --          --     44,588
Issuance of common stock under
  stock plans....................     --       --   1,206,591        1       2,761         --          --          --          --      2,762
Repayment of notes receivable
  from stockholders..............     --       --          --       --          --         60          --          --          --         60
Repurchase of common stock and
  Exchangeable Shares............     --       --  (1,040,089)      (1)       (521)         8          --          --          --       (514)
Deferred compensation related
  to stock options...............     --       --          --       --         551         --         202          --          --        753
Value of beneficial conversion
  feature associated with the
  convertible subordinated
  debentures.....................     --       --          --       --       1,081         --          --          --          --      1,081
Change in unrealized loss on
  investments....................     --       --          --       --          --         --          --         (24)         --
Cumulative translation
  adjustment.....................     --       --          --       --          --         --          --         (65)         --
Net loss.........................     --       --          --       --          --         --          --          --     (74,399)
Total comprehensive loss.........     --       --          --       --          --         --          --          --          --    (74,488)
                                  -------  ------- -----------  -------  ----------  ---------  ----------  ----------  ----------  ---------
Balance at March 31, 2001........      1  $    --  26,680,726  $    27  $  150,015  $      (1) $     (174) $      (89) $ (128,146) $  21,632
Redemption of convertible
  subordinated debentures........     --       --   1,000,000       --         321         --          --          --         (25)       296
Issuance of common stock under
  stock plans....................     --       --     457,346       --         335         --          --          --          --        335
Issuance of common stock to debt
  holders to satisfy interest
  obligations....................     --       --      95,699       --          97         --          --          --          --         97
Forgiveness of note receivable...     --       --      (5,556)      --          (1)         1          --          --          --         --
Deferred compensation related
  to stock options...............     --       --          --       --        (155)        --         144          --          --        (11)
Cumulative translation
  adjustment.....................     --       --          --       --          --         --          --         (10)         --
Net loss.........................     --       --          --       --          --         --          --          --      (9,105)
Total comprehensive loss.........     --       --          --       --          --         --          --          --          --     (9,115)
                                  -------  ------- -----------  -------  ----------  ---------  ----------  ----------  ----------  ---------
Balance at March 31, 2002........      1  $    --  28,228,215  $    27  $  150,612  $      --  $      (30) $      (99) $ (137,276) $  13,234
Issuance of common stock under
  stock plans....................     --       --     242,772        1          88         --          --          --          --         89
Common stock no longer
  contingently redeemable........     --       --          --       --         144         --          --          --          --        144
Deferred compensation related
  to stock options...............     --       --          --       --         (17)        --          18          --          --          1
Cumulative translation
  adjustment.....................     --       --          --       --          --         --          --          99          --
Net loss.........................     --       --          --       --          --         --          --          --     (11,403)
Total comprehensive loss.........     --       --          --       --          --         --          --          --          --    (11,304)
                                  -------  ------- -----------  -------  ----------  ---------  ----------  ----------  ----------  ---------
Balance at March 31, 2003........      1  $    --  28,470,987  $    28  $  150,827  $      --  $      (12) $       --  $ (148,679) $   2,164
                                  =======  ======= ===========  =======  ==========  =========  ==========  ==========  ==========  =========

</FONT SIZE=1>
</PRE><FONT FACE="Times New Roman" SIZE="2">

<p align="center">
  The accompanying notes are an integral part of these consolidated financial
                                  statements.


<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>
<A NAME="flows"></A>
<B><P ALIGN="CENTER">
                             8X8, INC.<br>
<br>
                     CONSOLIDATED STATEMENTS OF CASH FLOWS<br>
                                 (IN THOUSANDS)
</B><br>
<FONT FACE="Courier New"><PRE>

                                                                    Year Ended March 31,
                                                               -------------------------------
                                                                 2003       2002       2001
                                                               ---------  ---------  ---------
Cash flows from operating activities:
  Net loss................................................... $ (11,403) $  (9,105) $ (74,399)
  Adjustments to reconcile net loss to net cash used
    in operating activities:
    Depreciation and amortization............................     1,780      3,862     14,355
    Extraordinary gain due to debt redemption ...............        --       (779)        --
    Stock compensation expense...............................         1        (11)       753
    Cumulative effect of change in accounting principle......        --         --      1,081
    In-process research and development......................        --         --      4,563
    Gain on sale of investments, net.........................        --       (131)      (225)
    Non-cash portion of restructuring and other charges......     2,273         --     32,331
    Other....................................................       204         26        (20)
  Changes in assets and liabilities, net of effects
    of businesses acquired and sold:
      Accounts receivable....................................       (71)     1,668        851
      Inventory..............................................       298        501        (85)
      Other current and noncurrent assets....................        64      1,607     (1,281)
      Accounts payable.......................................       104       (839)    (2,197)
      Accrued compensation...................................      (249)      (610)      (623)
      Accrued warranty.......................................        (1)       (47)      (169)
      Deferred revenue.......................................    (1,876)    (3,482)       197
      Other accrued liabilities..............................        93       (579)       378
      Income taxes payable...................................       (54)       (26)       (78)
                                                               ---------  ---------  ---------
         Net cash used in operating activities...............    (8,837)    (7,945)   (24,568)
                                                               ---------  ---------  ---------
Cash flows from investing activities:
  Acquisitions of property and equipment.....................      (137)      (172)    (6,127)
  Cash paid for acquisitions, net............................        --         --       (558)
  Proceeds from sale of investments..........................        --        543        225
  Proceeds from the sale of video monitoring assets, net.....        --         --      5,160
  Proceeds from the sale of equipment........................        42        116         --
  Purchases of short-term investments........................      (208)        --         --
                                                               ---------  ---------  ---------
         Net cash (used in) provided by investing activities.      (303)       487     (1,300)
                                                               ---------  ---------  ---------
Cash flows from financing activities:
  Debt repayments............................................        --     (4,581)      (891)
  Proceeds from issuance of common stock, net................        89        335      2,763
  Repayment of notes receivable from stockholders............        --         --         60
  Repurchase of common stock and Exchangeable Shares.........        --         --       (514)
                                                               ---------  ---------  ---------
         Net cash provided by (used in) financing activities.        89     (4,246)     1,418
                                                               ---------  ---------  ---------
Net decrease in cash and cash equivalents....................    (9,051)   (11,704)   (24,450)
Cash and cash equivalents, beginning of year.................    12,422     24,126     48,576
                                                               ---------  ---------  ---------
Cash and cash equivalents, end of year....................... $   3,371  $  12,422  $  24,126
                                                               =========  =========  =========
Supplemental and non-cash disclosures:
  Income taxes paid.......................................... $      36  $      12  $      25
                                                               =========  =========  =========
  Interest paid.............................................. $      --  $     204  $     308
                                                               =========  =========  =========
  Common stock issued to satisfy interest obligations........ $      --  $      97  $      --
                                                               =========  =========  =========
   Issuance of shares and repricing of warrants in
     connection with the debt extinguishment................. $      --  $   1,109  $      --
                                                               =========  =========  =========
   Issuance of shares and assumption of options in
     connection with the acquisition of U|Force.............. $      --  $      --  $  44,586
                                                               =========  =========  =========
   Marketable securities received in exchange for
     furniture and equipment................................. $      --  $      --  $     412
                                                               =========  =========  =========

</PRE><FONT FACE="Times New Roman" SIZE="2">
<p align="center">
  The accompanying notes are an integral part of these consolidated financial
                                  statements.


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

<B>
<P ALIGN="CENTER">8X8, INC.<BR>
<BR>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS </P>
<P>1.  THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES</P>
<I><P>THE COMPANY</P>
</B></I><P ALIGN="JUSTIFY">8x8, Inc., or 8x8, and its subsidiaries
(collectively, the Company) develop and market communication technology and
services for internet protocol or, IP, telephony and video applications. The
Company was incorporated in California in February 1987, and in December 1996
was reincorporated in Delaware. In August 2000, the Company changed its name
from 8x8, Inc. to Netergy Networks, Inc. The Company changed its name back to
8x8, Inc. in July 2001. During the fiscal year ended March&nbsp;31, 2001, 8x8
formed two subsidiaries, Netergy Microelectronics, Inc. (Netergy) and Centile,
Inc. (Centile) and reorganized its operations more clearly along its three
product lines.   The Company's three product lines are:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>The Packet8 voice and video communications service
(Packet8), which enables broadband internet users to add digital voice and video
communications services to their high-speed internet connection. Packet8 was
launched in November 2002 and enables anyone with high-speed Internet access to
sign up for voice over internet protocol (VoIP) and video communications service
at <U><FONT SIZE=2 COLOR="#0000ff">http://www.packet8.net</U></FONT>
<font FACE="Times New Roman" SIZE="2">
<FONT SIZE=2>. Customers can choose a direct-dial phone number from any of the rate
centers offered by the service, and then use an 8x8-supplied terminal adapter to
connect any telephone to a broadband internet connection and make or receive
calls from a regular telephone number. All Packet8 telephone accounts come with
voice mail, caller ID, call waiting, call waiting caller ID, call forwarding,
hold, line-alternate, 3-way conferencing, web access to account controls, and
real-time online billing.  In addition, 8x8 offers a videophone for use with the
Packet8 service;</LI></P></UL>

<UL>
<P ALIGN="JUSTIFY"><LI>VoIP semiconductors and related communication software
that are used to make IP telephones and to voice-enable cable and digital
subscriber line modems, wireless devices, and other broadband technologies,
including the voice and videophone endpoints that are currently used by Packet8
and sold by the Company; and</LI></P>
<P ALIGN="JUSTIFY"><LI>Hosted iPBX solutions that allow service providers to
offer to small and medium-sized businesses over broadband networks the features
and functions that a user commonly expects to find in a typical business phone
system. A hosted iPBX solution is a software application that implements the
functionality of a business phone system over the same data connection that a
business uses for connection to the internet. </LI></P></UL>


<B><I><P>LIQUIDITY</P></B></I>

<P ALIGN="JUSTIFY">
The Company has sustained net losses and negative cash flows from operations since fiscal 1999 that have been funded primarily through the issuance of equity
securities and borrowings. Management believes that current cash and cash equivalents, including net cash proceeds of approximately $7.9 million from the
August and November 2003 sales of approximately 4.9 million shares of common stock and warrants to purchase approximately 6.0 million shares of common stock,
will be sufficient to finance the Company's operations for the next twelve months. However, the Company is evaluating its cash needs and may pursue
additional equity or debt financing in order to achieve the Company's overall business objectives. There can be no assurance that such financing will be
available, or, if available, at a price that is acceptable to the Company. Failure to generate sufficient revenues, raise additional capital or reduce
certain discretionary spending could have an adverse impact on the Company's ability to achieve its longer term business objectives.</P>


<B><I><P>FISCAL YEAR</P>
</B></I><P ALIGN="JUSTIFY">Effective beginning in fiscal 2001, the Company
changed its fiscal year from a year ending on the Thursday closest to March 31
to a year ending on March 31. Fiscal 2001 was 52 weeks and 2 days, while fiscal
2002 and fiscal 2003 were each 52 weeks. </P>

<B><I><P>PRINCIPLES OF CONSOLIDATION</P>
</B></I><P ALIGN="JUSTIFY">The consolidated financial statements include the
accounts of 8x8 and its subsidiaries. All material intercompany accounts and
transactions have been eliminated. </P>
<B><I><P>USE OF ESTIMATES</P>
</B></I><P ALIGN="JUSTIFY">The preparation of the consolidated financial
statements, in conformity with accounting principles generally accepted in the
United States, requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities and equity and disclosure of
contingent liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going
basis, the Company evaluates its estimates, including, but not limited to, those
related to bad debts, investments, goodwill and intangible assets, income taxes,
restructuring and impairment charges, and other contingencies. The Company bases
its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results could differ
from those estimates under different assumptions or conditions.</P>
<B><I><P>REVENUE RECOGNITION</P>
</I><P ALIGN="JUSTIFY">Product revenue</B> -- The Company recognizes revenue
from product sales upon shipment to OEMs and end users provided that persuasive
evidence of an arrangement exists, the price is fixed, title has transferred,
collection of resulting receivables is reasonably assured, there are no customer
acceptance requirements, and there are no remaining significant obligations.
Reserves for returns and allowances for OEM and end user sales are recorded at
the time of shipment. The Company defers recognition of revenue on sales to
distributors and resellers where the right of return exists until products are
resold to the end user. </P>
<B><P ALIGN="JUSTIFY">License and other revenue</B> -- The Company recognizes
revenue from license contracts when a non-cancelable, non-contingent license
agreement has been signed, the software product has been delivered, no
uncertainties exist surrounding product acceptance, fees from the agreement are
fixed and determinable, and collection is probable. The Company uses the
residual method to recognize revenue when a license agreement includes one or
more elements to be delivered at a future date if evidence of the fair value of
all undelivered elements exists. If evidence of the fair value of the
undelivered elements does not exist, revenue is deferred and recognized when
delivery occurs. When the Company enters into a license agreement requiring that
the Company provide significant customization of the software products, the
license and consulting revenue is recognized using contract accounting. Revenue
from maintenance agreements is recognized ratably over the term of the
maintenance agreement, which in most instances is one year. The Company
recognizes royalties upon notification of sale by its licensees. Revenue from
consulting, training, and development services is recognized as the services are
performed. For sales generated from long-term contracts, the Company uses the
percentage of completion method of accounting.  In doing so, management makes
important judgments in estimating costs and in measuring progress towards
completion.  These judgments underlie the Company's determinations regarding
overall contract value, contract profitability and timing of revenue
recognition.  Revenue and cost estimates are revised periodically based on
changes in circumstances, and any losses on contracts are recognized
immediately.</P>
<B><I><P>CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS</P>
</B></I><P ALIGN="JUSTIFY">The Company considers all highly liquid investments
with an original maturity of three months or less to be cash equivalents.
Management determines the appropriate classification of debt and equity
securities at the time of purchase and reevaluates the classification at each
reporting date. The cost of the Company's investments is determined based upon
specific identification. </P>
<P ALIGN="JUSTIFY">Investments classified as available-for-sale are reported at
fair value, based upon quoted market prices, with unrealized gains and losses,
net of related tax, if any, included in Accumulated Other Comprehensive Loss in
the Consolidated Balance Sheet. At March 31, 2002 and 2003, there were no
investments classified as available-for-sale. </P>
<P ALIGN="JUSTIFY">Investments classified as trading securities are carried at
fair value, with unrealized holding gains and losses included in earnings.
Realized gains and losses are determined using the specific identification
method based on the trade date of a transaction.  The Company had $208,000 of
investments classified as trading securities at March 31, 2003, and no
investments classified as trading securities at March 31, 2002.</P>
<P ALIGN="JUSTIFY">In March 2002 8x8's board of directors (the Board) authorized
the Company to open securities trading accounts and make investments of up to
$1.0 million, as directed by the Company's Chairman, Joe Parkinson, the Chief
Executive Officer, or the Chief Financial Officer. Mr. Parkinson has agreed to
personally reimburse 8x8 on a quarterly basis for any losses resulting from his
trading activities in order to maintain a minimum investment account balance of
$1.0 million. The Board has been assured of Mr. Parkinson's ability to cover any
such losses; however, should he be unable to do so, it could have a material
impact on the Company's cash flows and results of operations. As part of the
arrangement, the Board has expressed its intent, but not obligation, to pay Mr.
Parkinson a quarterly bonus in an amount equal to 25% of the profits
attributable to investments made on the Company's behalf by Mr. Parkinson to the
extent such a bonus exceeds his salary for the corresponding period. The Company
or Mr. Parkinson can terminate this arrangement at any time. Under the
arrangement, the Company is required to return to Mr. Parkinson the amount
representing the increase in value of the investment account over $1.0 million
to the extent required to restore replenishment payments made by Mr. Parkinson
in prior quarters. Through March 31, 2003, Mr. Parkinson had made cumulative
replenishment payments of approximately $137,000 to offset losses incurred. As
of March 31, 2003, the investment account balance approximated $1,018,000.
Accordingly, the Company had a payable of approximately $18,000 to Mr. Parkinson
at March 31, 2003.  As of March 31, 2003, $208,000 of the $1.0 million allocated
for such investment activities was invested in marketable equity securities, and
the remainder was invested in money market funds.</P>
<B><I><P>INVENTORY</P>
</B></I><P>Inventory is stated at the lower of standard cost, which approximates
actual cost using the first-in, first-out method, or market. Inventory reserves
are established when conditions indicate that the selling price could be less
than cost due to physical deterioration, obsolescence, changes in price levels,
or other causes. Reserves are established for excess inventory generally based
on inventory levels in excess of demand, as determined by management, for each
specific product.  If actual product demand or selling prices are less favorable
than the Company's estimate, the Company may be required to take additional
inventory write-downs.  Conversely, if the Company sells more inventory or at
higher prices than the Company's forecast, future margins may be higher.</P>
<P ALIGN="JUSTIFY"> Inventory at March 31, 2003 and 2002 was comprised of the
following:</P>

<FONT FACE="Courier New"><PRE>

                                                                     March 31,
                                                                --------------------
                                                                  2003       2002
                                                                ---------  ---------
                                                                  (in thousands)
  Raw materials and work-in-process...........................       147        528
  Finished goods..............................................       205        205
                                                                ---------  ---------
                                                               $     352  $     733
                                                                =========  =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<B><I><P>PROPERTY AND EQUIPMENT</P>
</B></I><P ALIGN="JUSTIFY">Property and equipment are stated at cost less
accumulated depreciation and amortization. Depreciation and amortization are
computed using the straight-line method. Estimated useful lives of three years
are used for equipment and software and five years for furniture and fixtures.
Amortization of leasehold improvements is computed using the shorter of the
remaining facility lease term or the estimated useful life of the improvements.
Property and equipment at March 31, 2003 and 2002, was comprised of the
following components:</P>

<FONT FACE="Courier New"><PRE>

                                                                     March 31,
                                                                --------------------
                                                                  2003       2002
                                                                ---------  ---------
                                                                  (in thousands)
  Machinery and computer equipment............................ $   7,378  $   8,076
  Furniture and fixtures......................................       847      1,084
  Licensed software...........................................     4,142      4,105
  Leasehold improvements......................................       914        991
                                                                ---------  ---------
                                                                  13,281     14,256
Less: accumulated depreciation and amortization...............   (12,440)   (11,516)
                                                                ---------  ---------
                                                               $     841  $   2,740
                                                                =========  =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">Maintenance, repairs and ordinary replacements are charged to
expense. Expenditures for improvements that extend the physical or economic life
of the property are capitalized. Gains or losses on the disposition of property
and equipment are reflected in Other Income, net. </P>
<B><I><P>IMPAIRMENT OF LONG-LIVED ASSETS</P>
</B></I><P>8x8 reviews the recoverability of its long-lived assets, such as
plant and equipment when events or changes in circumstances occur that indicate
that the carrying value of the asset or asset group may not be recoverable.  The
assessment of possible impairment is based on the Company's ability to recover
the carrying value of the asset or asset group from the expected future pre-tax
cash flows (undiscounted and without interest charges) of the related
operations.  If these cash flows are less than the carrying value of such asset,
an impairment loss is recognized for the difference between estimated fair value
and carrying value. The measurement of impairment requires management to
estimate future cash flows and the fair value of long-lived assets. </P>
<B><I><P>WARRANTY EXPENSE</P>
</B></I><P>The Company accrues for the estimated cost that may be incurred under
its product warranties upon revenue recognition. Changes in the Company's
product warranty liability during the year ended March 31, 2003 were not
material.</P>
<B><I><P>RESEARCH AND SOFTWARE DEVELOPMENT COSTS</P>
</B></I><P>Research and development costs are charged to operations as incurred.
Software development costs incurred prior to the establishment of technological
feasibility are included in research and development and are expensed as
incurred. The Company defines establishment of technological feasibility as the
completion of a working model. Software development costs incurred subsequent to
the establishment of technological feasibility through the period of general
market availability of the product are capitalized, if material. To date, all
software development costs have been expensed as incurred. </P>
<B><I><P>FOREIGN CURRENCY TRANSLATION</P>
</B></I><P ALIGN="JUSTIFY">Assets and liabilities of the Company's foreign
subsidiaries are translated from their respective functional currencies at
exchange rates in effect at the balance sheet date, and revenues and expenses
are translated at average exchange rates prevailing during the year. If the
functional currency is the local currency, resulting translation adjustments are
reflected as a separate component of stockholders' equity. If the functional
currency is the U.S. dollar, resulting conversion adjustments are included in
the results of operations. Foreign currency transaction gains and losses, which
have been immaterial, are also included in results of operations. Total assets
of the Company's foreign subsidiaries were $508,000, $1.6 million and $3.8
million as of March 31, 2003, 2002, and 2001, respectively. During the year
ended 2003, the Company substantially completed the liquidation of its
investment in its Canadian operations acquired in conjunction with the
acquisition of U|Force, Inc. in June 2000.  As a result, the $92,000
attributable to that entity and accumulated in the translation adjustment
component of equity was removed and reported in other income.
At March 31, 2003, the U.S. dollar was
the functional currency for all foreign subsidiaries.  The Company does not
undertake any foreign currency hedging activities. </P>

<B><I><P>INCOME TAXES</P>
</B></I><P ALIGN="JUSTIFY">Income taxes are accounted for using the asset and
liability approach. Under the asset and liability approach, a current tax
liability or asset is recognized for the estimated taxes payable or refundable
on tax returns for the current year. A deferred tax liability or asset is
recognized for the estimated future tax effects attributed to temporary
differences and carryforwards. If necessary, the deferred tax assets are reduced
by the amount of benefits that, based on available evidence, are not expected to
be realized. </P>
<B><I><P>TAX CREDITS</P>
</B></I><P ALIGN="JUSTIFY">Research and development and other refundable tax
credits are accounted for using the cost reduction method. Under this method,
tax credits relating to eligible expenditures are accounted for as a reduction
of related expenses in the period during which the expenditures are incurred,
provided there is reasonable assurance of realization. </P>
<B><I><P>CONCENTRATIONS</P>
</B></I><P ALIGN="JUSTIFY">Financial instruments that potentially subject the
Company to significant concentrations of credit risk consist principally of cash
and cash equivalents and trade accounts receivable. At March 31, 2003,
approximately 55% of the Company's cash equivalents were placed in an
institutional money market fund of a reputable, U.S. based financial
institution. The Company
has not experienced any material losses relating to any investment instruments.
</P>
<P ALIGN="JUSTIFY">The Company sells its products to OEMs and distributors
throughout the world. The Company performs ongoing credit evaluations of its
customers' financial condition, and for certain transactions requires collateral
from its customers. For each of the three years ended March 31, 2003, the
Company experienced minimal write-offs for bad debts and doubtful accounts. At
March 31, 2003, three customers accounted for 30%, 18% and 15% of gross accounts
receivable. At March 31, 2002, one customer accounted for 45% of accounts
receivable. </P>
<P ALIGN="JUSTIFY">The Company outsources the manufacturing of its semiconductor
and system products to independent contract manufacturers. The inability of any
contract manufacturer to fulfill supply requirements of the Company could
materially impact future operating results, financial position and cash flows.
</P>
<B><I><P>FAIR VALUE OF FINANCIAL INSTRUMENTS</P>
</B></I><P ALIGN="JUSTIFY">The estimated fair value of financial instruments is
determined by the Company using available market information and valuation
methodologies considered to be appropriate. The carrying amounts of the
Company's cash and cash equivalents, accounts receivable, accounts payable and
accrued liabilities approximate their fair values due to their short maturities.
</P>
<B><I><P>ACCOUNTING FOR STOCK-BASED COMPENSATION</P>
</B></I><P ALIGN="JUSTIFY">The Company accounts for employee stock-based
compensation in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB Opinion No. 25) and related
interpretations thereof. As required under Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation" (SFAS 123),
the Company provides pro forma disclosure of net income and earnings per share.
If the Company had elected to recognize compensation costs based on the fair
value at the date of grant of the awards, consistent with the provisions of SFAS
No. 123, net income and earnings per share amounts would have been as follows
(in thousands, except per share amounts): </P>

<FONT FACE="Courier New"><PRE>

                                                     Year Ended March 31,
                                             -------------------------------------
                                                2003         2002         2001
                                             -----------  -----------  -----------
Net loss:                                   $   (11,403) $    (9,105) $   (74,399)
Add: Stock-based compensation expense
     included in reported net income.......           1          (11)         753
Deduct: Total stock-based compensation
        determined pursuant to SFAS No.123*      (4,446)      (9,483)     (10,486)
                                             -----------  -----------  -----------
Pro forma net loss (basic and diluted)      $   (15,848) $   (18,599) $   (84,132)
                                             ===========  ===========  ===========
As reported net loss per share............. $     (0.40) $     (0.33) $     (2.99)
Pro forma net loss per share............... $     (0.56) $     (0.68) $     (3.39)

</PRE><FONT FACE="Times New Roman" SIZE="2">


<P>*These amounts have been adjusted to reflect a correction to the forfeiture
rate, which resulted in reductions in the pro forma net losses for 2002 and 2001
of $6.5 million and $3.1 million, respectively.</P>

<B><I><P>COMPREHENSIVE LOSS</P>
</B></I><P ALIGN="JUSTIFY">Comprehensive loss, as defined, includes all changes
in equity (net assets) during a period from non-owner sources. The difference
between net loss and comprehensive loss is due primarily to unrealized losses on
short-term investments classified as available-for-sale and foreign currency
translation adjustments. Comprehensive loss is reflected in the Consolidated
Statements of Stockholders' Equity. </P>
<B><I><P>RECLASSIFICATIONS</P>
</B></I><P ALIGN="JUSTIFY">Certain prior year balances have been reclassified to
conform with the current year presentation. </P>
<B><I><P>NET LOSS PER SHARE </P>
</B></I><P ALIGN="JUSTIFY">Basic net loss per share is computed by dividing net
loss available to common stockholders (numerator) by the weighted average number
of vested, unrestricted common and Exchangeable Shares (see Note 2) outstanding
during the period (denominator). Net loss available to common stockholders was
as follows (in thousands):</P>

<FONT FACE="Courier New"><PRE>

                                                          Year Ended March 31,
                                                   ---------------------------------
                                                      2003        2002       2001
                                                   -----------  ---------  ---------
Net loss......................................... $   (11,403) $  (9,105) $ (74,399)
Accretion of dividends on contingently
  redeemable common stock........................          --        (25)        --
                                                   -----------  ---------  ---------
Net loss available to common
  stockholders................................... $   (11,403) $  (9,130) $ (74,399)
                                                   ===========  =========  =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">Due to net losses incurred for all periods presented,
weighted average basic and diluted shares outstanding for the respective periods
are the same. The following equity instruments were not included in the
computations of net loss per share because the effect on the calculations would
be anti-dilutive (in thousands): </P>

<FONT FACE="Courier New"><PRE>

                                                          Year Ended March 31,
                                                   ---------------------------------
                                                      2003        2002       2001
                                                   -----------  ---------  ---------
Common stock options.............................       7,615      9,900      7,732
Warrants.........................................          --        701        701
Convertible subordinated debentures..............          --         --        638
Unvested restricted common stock.................          --         --         30
                                                   -----------  ---------  ---------
                                                        7,615     10,601      9,101
                                                   ===========  =========  =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<B><I><FONT SIZE=2><P>RECENT ACCOUNTING PRONOUNCEMENTS</P>
</B></I><P ALIGN="JUSTIFY">On October 3, 2001, the Financial Accounting
Standards Board (FASB) issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets.&quot; SFAS No. 144 supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of."  SFAS No. 144 applies to all long-lived assets (including
discontinued operations) and consequently amends Accounting Principles Board
Opinion No. 30. SFAS No. 144 develops one accounting model for long-lived assets
that are to be disposed of by sale and requires that long-lived assets that are
to be disposed of by sale be measured at the lower of book value or fair value
less cost to sell.  Additionally, SFAS No. 144 expands the scope of discontinued
operations to include all components of an entity with operations that (i) can
be distinguished from the rest of the entity, and (ii) will be eliminated from
the ongoing operations of the entity in a disposal transaction. The Company
adopted SFAS No. 144 in the first quarter of fiscal 2003, and its adoption did
not have a material impact on the Company's results of operations and financial
condition.</P>
<P ALIGN="JUSTIFY">In June 2002, the FASB issued SFAS No. 146, &quot;Accounting
for Costs Associated with Exit or Disposal Activities,&quot; which addresses
accounting for restructuring and similar costs. SFAS No. 146 supercedes previous
accounting guidance, principally Emerging Issues Task Force Issue (EITF) No. 94-3.
SFAS No. 146 requires that a liability for costs associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF No.
94-3, a liability for an exit cost was recognized at the date of the entity's
commitment to an exit plan. SFAS No. 146 also requires that the liability be
initially measured and recorded at fair value. SFAS No. 146 was effective for
exit or disposal activities that are initiated after December 31, 2002. The
Company adopted SFAS No. 146 in the fourth quarter of fiscal 2003, and its
adoption did not have a material impact on its results of operations and
financial condition.</P>
<P>In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others," which expands previously issued
accounting guidance and disclosure requirements for certain guarantees.  FIN 45
requires an entity to recognize an initial liability for the fair value of an
obligation assumed by issuing a guarantee.  The provision for initial
recognition and measurement of the liability will be applied on a prospective
basis to guarantees issued or modified after December 31, 2002.  The Company
does not expect this interpretation to have a material impact on its
consolidated results of operations or financial position.   The Company has
included additional disclosures in accordance with FIN 45 in the footnotes to
these consolidated financial statements.</P>
<P ALIGN="JUSTIFY">In December 2002, the FASB issued SFAS No. 148, "Accounting
for Stock-Based Compensation, Transition and Disclosure." SFAS No. 148 provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. SFAS No. 148 also
requires that disclosures of the pro forma effect of using the fair value method
of accounting for stock-based employee compensation be displayed more
prominently and in a tabular format. Additionally, SFAS No. 148 requires
disclosure of the pro forma effect in interim financial statements. The
additional disclosure requirements of SFAS No. 148 are effective for fiscal
years ended after December 15, 2002. 8x8 will continue to account for
stock-based compensation in accordance with Accounting Principles Board Opinion No.
25.  The Company has included additional disclosures in accordance with SFAS No.
148 in the footnotes to these consolidated financial statements. </P>

<B><P>2.  ACQUISITION OF U|FORCE, INC.</P>
</B><P ALIGN="JUSTIFY">The Company's consolidated financial statements reflect
the purchase acquisition of all of the outstanding stock of U|Force, Inc.
(U|Force) on June 30, 2000 for a total purchase price of $46.8 million. U|Force,
based in Montreal, Canada, was a developer of IP-based software applications and
a provider of professional services. U|Force was also developing a Java-based
service creation environment (SCE) designed to allow telecommunication service
providers to develop, deploy, and manage telephony applications and services to
their customers. The purchase price was comprised of 8x8 common stock with a
fair value of approximately $38.0 million comprised of: (i) 1,447,523 shares
issued at closing of the acquisition, and (ii) 2,107,780 shares to be issued
upon the exchange or redemption of the exchangeable shares (the Exchangeable
Shares) of Canadian entities held by former employee shareholders or indirect
owners of U|Force stock. See Note 10 regarding further discussion of the
Exchangeable Shares. 8x8 also assumed outstanding stock options to purchase
shares of U|Force common stock for which the Black-Scholes option-pricing model
value of approximately $6.5 million was included in the purchase price. Direct
transaction costs related to the merger were approximately $747,000.
Additionally, the Company advanced $1.5 million to U|Force upon signing the
acquisition agreement, but prior to the close of the transaction. This amount
was accounted for as part of the purchase price. The following table summarizes
the composition of the purchase price (in thousands):</P>

<FONT FACE="Courier New"><PRE>

Value of common stock and Exchangable Shares issued........... $  38,042
Value of stock otions assumed.................................     6,546
Cash advanced to U|Force prior to closing.....................     1,500
Direct transaction costs......................................       747
                                                                ---------
                                                               $  46,835
                                                                =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">The purchase price was allocated to tangible assets acquired
and liabilities assumed based on the book value of U|Force's assets and
liabilities, which approximated their fair value. Intangible assets acquired
included amounts allocated to U|Force's in-process research and development. The
in-process research and development related to U|Force's initial products, the
SCE and a unified messaging application, for which technological feasibility had
not been established and the technology had no alternative future use. The
estimated percentage complete for the unified messaging and SCE products was
approximately 44% and 34%, respectively, at June 30, 2000. The fair value of the
in-process technology was based on a discounted cash flow model, similar to the
traditional "Income Approach," which discounts expected future cash flows to
present value, net of tax. In developing cash flow projections, revenues were
forecasted based on relevant factors, including aggregate revenue growth rates
for the business as a whole, characteristics of the potential market for the
technology, and the anticipated life of the technology. Projected annual
revenues for the in-process research and development projects were assumed to
ramp up initially and decline significantly at the end of the in-process
technology's economic life. Operating expenses and resulting profit margins were
forecasted based on the characteristics and cash flow generating potential of
the acquired in-process technologies. Risks that were considered as part of the
analysis included the scope of the efforts necessary to achieve technological
feasibility, rapidly changing customer markets, and significant competitive
threats from numerous companies. The Company also considered the risk that if
the products were not brought to market in a timely manner, it could adversely
affect sales and profitability of the combined company in the future. The
resulting estimated net cash flows were discounted at a rate of 25%. This
discount rate was based on the estimated cost of capital plus an additional
discount for the increased risk associated with in-process technology. The value
of the acquired U|Force in-process research and development, which was expensed
in the second quarter of fiscal 2001, approximated $4.6 million. The excess of
the purchase price over the net tangible and intangible assets acquired and
liabilities assumed was allocated to goodwill. Amounts allocated to goodwill,
the value of an assumed distribution agreement, and workforce were being
amortized on a straight-line basis over three, three, and two years,
respectively, prior to the write-off of the unamortized balances in the fourth
quarter of fiscal 2001 as discussed in Note 4. The allocation of the purchase
price was as follows (in thousands):</P>

<FONT FACE="Courier New"><PRE>

In-process research and development........................... $   4,563
Distribution agreement........................................     1,053
Workforce.....................................................     1,182
U|Force net tangible assets...................................     1,801
Goodwill......................................................    38,236
                                                                ---------
                                                               $  46,835
                                                                =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<B><P ALIGN="JUSTIFY">3.  ADOPTION OF SFAS NO. 142, GOODWILL AND OTHER
INTANGIBLE ASSETS </P>
</B><P ALIGN="JUSTIFY">In July 2001, the FASB issued SFAS No. 142,
&quot;Goodwill and Other Intangible Assets&quot; (SFAS No. 142). Under SFAS No.
142, goodwill and intangible assets with indefinite lives are no longer
amortized but are reviewed annually (or more frequently if impairment indicators
arise) for impairment. Furthermore, SFAS No. 142 requires purchased intangible
assets other than goodwill to be amortized over their useful lives unless these
lives are determined to be indefinite.  In accordance with SFAS No. 142, the
effect of this accounting change was reflected prospectively.  Supplemental
comparative disclosure as if the change had been retroactively applied to the
prior year period is as follows (in thousands, except per share amounts):</P>

<FONT FACE="Courier New"><PRE>

                                                         Year Ended March 31,
                                                   ---------------------------------
                                                      2003        2002       2001
                                                   -----------  ---------  ---------
Reported net loss ............................... $   (11,403) $  (9,105) $ (74,399)
Add back: Goodwill and intangibles amortization..          --        763     10,987
                                                   -----------  ---------  ---------
Adjusted net loss................................ $   (11,403) $  (8,342) $ (63,412)
                                                   ===========  =========  =========
Basic and diluted earnings per share:
  Reported net loss per share.................... $     (0.40) $   (0.33) $   (2.99)
  Goodwill and intangibles amortization..........          --       0.03       0.44
                                                   -----------  ---------  ---------
Adjusted net loss per share...................... $     (0.40) $   (0.30) $   (2.55)
                                                   ===========  =========  =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">In accordance with SFAS No. 142, 8x8 is required to perform an annual
impairment test for goodwill.  Goodwill SFAS No. 142 requires 8x8 to compare the
fair value of the reporting unit to its carrying amount on an annual basis to
determine if there is potential impairment.  If the fair value of the reporting
unit is less than its carrying value, an impairment loss is recorded to the
extent that the fair value of the goodwill within the reporting unit is less
than the carrying value.  The fair value for goodwill is determined based on
discounted cash flows, market multiples or appraised values as appropriate.   As
described in Note 4 below, the Company recorded a $1.5 million goodwill
impairment charge in the fourth quarter of fiscal 2003.</P>

<B><FONT SIZE=2><P>4.   RESTRUCTURING AND OTHER CHARGES</P>
<P ALIGN="JUSTIFY">2003 Restructuring Actions</P>
</B><P ALIGN="JUSTIFY">During the third and fourth quarters of fiscal 2003, the
Company continued its cost reduction activities to better align expense levels
with current revenue levels and ensure conservative spending during the current
economic downturn.  As a result of these activities, the Company recorded
restructuring and other asset impairment charges of approximately $3.4 million.
These charges included severance and benefits of approximately $1.2 million, as
the Company reduced its workforce, under voluntary and involuntary separation
plans, by thirty-two employees or thirty percent.  The majority of the affected
employees were employees of the semiconductor business based in Santa Clara,
California, Tempe, Arizona and Marlow, United Kingdom and included employees
from sales and marketing and research and development, as well as four
executives of the semiconductor business. Severance of approximately $325,000
attributable to involuntary terminations was paid during the year ended March
31, 2003. </P>
<P ALIGN="JUSTIFY">The Company closed its facility in Marlow, United Kingdom,
and recorded charges of $434,000 related to the termination of the operating
leases for the facility and related services.   In addition, the Company
recorded asset impairment charges of $212,000 related to assets in the United
Kingdom that were abandoned or disposed of.</P>
<P ALIGN="JUSTIFY">The Company also recorded a charge of approximately $74,000
for its remaining lease liability for office space in Tempe, Arizona that was
vacated as a result of the restructuring actions during the fourth quarter. </P>
<P ALIGN="JUSTIFY">In the fourth quarter of fiscal 2003, the Company also
implemented a plan to reduce the workforce at its Sophia Antipolis, France
office by ten employees or seventy percent.  This downsizing and its potential
impact on the iPBX business prompted an assessment of the key assumptions
underlying the Company's goodwill valuation judgments.  As a result of the
analysis, the Company determined that an impairment charge of $1.5 million was
required because the estimated fair value of the goodwill was less than the book
value of the goodwill that arose from the acquisition of Odisei S.A. in fiscal
2000.</P>
<P ALIGN="JUSTIFY">The following table illustrates the charges, credits and
balances of the restructuring reserves as of March 31, 2003 and summarizes
impairment charges (in thousands):</P>

<FONT FACE="Courier New"><PRE>


                                     Total        Cash       Non-Cash      Liability at
                                    Charges     Payments      Charges     March 31, 2003
                                  -----------  -----------  -----------  ----------------
Restructuring Charges:
 Severance...................... $     1,177  $    (1,002) $        --  $            175
 Facility related...............         508         (161)        (273)               74
                                  -----------  -----------  -----------  ----------------
   Total restructuring charges..       1,685       (1,163)        (273)              249
                                  -----------  -----------  -----------  ----------------
Asset Impairments:
 Fixed Assets...................         212           --         (212)               --
 Goodwill.......................       1,539           --       (1,539)               --
                                  -----------  -----------  -----------  ----------------
   Total impairment charges.....       1,751           --       (1,751)               --
                                  -----------  -----------  -----------  ----------------
   Total restructuring and
     impairment charges......... $     3,436  $    (1,163) $    (2,024) $            249
                                  ===========  ===========  ===========  ================

</PRE><FONT FACE="Times New Roman" SIZE="2">

<B><P ALIGN="JUSTIFY">2001 Restructuring Actions</P>
</B><P ALIGN="JUSTIFY">During the fourth quarter of fiscal 2001, after a
significant number of employees had resigned, the Company discontinued its
Canadian operations acquired in conjunction with the acquisition of U|Force in
June 2000. The Company closed its offices in Montreal and Hull, Quebec and
laid-off all remaining employees resulting in the cessation of most of the research
and development efforts and all of the sales and marketing and professional
services activities associated with the U|Force business. As a result of the
restructuring, the Company recorded a one-time charge of $33.3 million in the
quarter ended March 31, 2001. The restructuring charge consisted of the
following (in thousands): </P>

<FONT FACE="Courier New"><PRE>

Employee separation........................................... $     765
Fixed asset losses and impairments............................     2,084
Intangible asset impairments..................................    30,247
Lease obligation and termination..............................       220
                                                                ---------
                                                               $  33,316
                                                                =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">Employee separation costs represent severance payments
related to the 96 employees in the Montreal and Hull offices who were
terminated.</P>
<P ALIGN="JUSTIFY">The impairment charges for fixed assets approximated $2.1
million which included write-offs of abandoned and unusable assets of
approximately $1.4 million, a loss on sale of assets of $567,000, and a charge
for assets to be disposed of $172,000. The asset write-offs of $1.4 million
included approximately $850,000 related to leasehold improvements and $560,000
related to computer equipment, furniture, and software. The loss on sale of
assets of $567,000 was attributable to the sale of office, computer, and other
equipment of the Montreal office. The Company received common stock of the
purchaser valued at approximately $412,000 at the date of sale. Fair value of
assets to be disposed of was measured based on expected salvage value, less
costs to sell. Assets to
be disposed of consist of computer equipment with a fair value of $57,000 at
March 31, 2001. Substantially all of these assets were liquidated during fiscal
2002.</P>
<P ALIGN="JUSTIFY">The impairment charges for intangible assets represented the
write-off of the unamortized intangible assets recorded in connection with the
acquisition of U|Force. The charges of approximately $30.2 million included:
$28.7 million for the goodwill related to the acquisition, $739,000 for the
assembled workforce, and $789,000 related to a distribution agreement. The
impairments were directly attributable to the cessation of operations in Canada.
The Company performed an evaluation of the recoverability of the intangible
assets related to these operations in accordance with SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." The lack of estimated future net cash flows related to the acquired
products necessitated an impairment charge to write-off the remaining
unamortized goodwill. The distribution agreement asset was written off because
the Company will no longer provide products and services to customers under that
agreement. </P>
<P ALIGN="JUSTIFY">Cash payments related to the restructuring during the quarter
ended March 31, 2001, which included all employee separation costs and certain
lease termination costs, approximated $920,000. Accrued obligations related to
remaining lease commitments on the Montreal and Hull facilities totaled $212,000
at March 31, 2001. The Company terminated the lease for its primary facility in
Montreal in March 2001, but was required to pay rent on the facility through May
31, 2001. The Company terminated the lease for the facility in Hull, Quebec, in
fiscal 2002. The payments made in fiscal 2002 related to the terminations of the
Montreal and Hull facility leases totaled $225,000. There were no remaining
restructuring related accruals at March 31, 2002.</P>

<B><P>5.  DEBT</P>
<U><P>Convertible Subordinated Debentures</P>
</U><I><P>Issuance of the Debentures</P>
</B></I><P ALIGN="JUSTIFY">In December 1999, the Company issued $7.5 million of
4% Series A and Series B convertible subordinated debentures (the Debentures)
due in December 2002. In conjunction with the issuance of the Debentures, the
lenders received warrants to purchase 531,915 8x8 common shares at $7.05 per
share and 105,634 shares at $35.50 per share (the Lender Warrants). The Company
also issued warrants to the placement agent to purchase 53,191 8x8 common shares
at $7.05 per share and 10,563 shares at $35.50 per share. All of the warrants
expired in December 2002 without being exercised. </P>
<P ALIGN="JUSTIFY">Using the Black-Scholes pricing model, the Company determined
that the debt discount associated with the fair value of the warrants issued to
the lenders approximated $2.2 million. The costs of issuing the Debentures
totaled $864,000, including a non-cash charge for the value of warrants issued
to the placement agent. The debt discount and debt issuance costs were amortized
to interest expense on a straight-line basis over the term of the Debentures.<B>
</P>
<I><P>Cumulative Effect of Change in Accounting Principle - Beneficial
Conversion Feature</P>
</B></I><P ALIGN="JUSTIFY">In November 2000, the Emerging Issues Task Force
reached several conclusions regarding the accounting for debt and equity
securities with beneficial conversion features, including a consensus requiring
the application of the "accounting conversion price" method, versus the use of
the stated conversion price, to calculate the beneficial conversion feature for
such securities. The SEC required companies to record a cumulative catch-up
adjustment in the fourth quarter of calendar 2000 related to the application of
the "accounting conversion price" method to securities issued after May 21,
1999. Accordingly, the Company recorded a $1.1 million non-cash expense during
the quarter ended December 31, 2000 to account for a beneficial conversion
feature associated with the Debentures and related warrants. The Company has
presented the charge in the Consolidated Statements of Operations as a
cumulative effect of a change in accounting principle.</P>
<B><I><P>Extraordinary Item - Early Extinguishment of Debentures</P>
</B></I><P ALIGN="JUSTIFY">In December 2001, the Company redeemed the Debentures
for $4.5 million in cash and 1,000,000 contingently redeemable shares of common
stock. Additionally, the Company agreed to reduce the exercise price of the
Lender Warrants to $0.898 per share. This transaction resulted in an
extraordinary gain of $779,000, net of the incremental fair value of the
repriced warrants, the write-off of unamortized debt discount and debt issue
costs, and other costs associated with the early extinguishment of the
Debentures. </P>
<B><I><P>Contingently Redeemable Common Stock</P>
</B></I><P ALIGN="JUSTIFY">Under the terms of the registration rights agreement
that the Company and the lenders entered into in connection with the issuance of
the 1,000,000 shares of common stock associated with the extinguishment
described above, the Company agreed to register the shares for resale and
maintain the effectiveness of the registration statement for specified periods
of time until the shares are resold or can be resold without the registration
statement (the Maintenance Requirements). The Company further agreed that if it
does not comply with the Maintenance Requirements in the future, it may be
required to pay cash penalties and redeem all or a portion of the shares held by
the lenders at the higher of $0.898 per share or the market price of the
Company's stock at the time of the redemption. The remaining shares held by the
lenders at March 31, 2003 and March 31, 2002 were recorded at their potential
redemption values of $669,000 and $813,000, respectively, and classified as
contingently redeemable common stock due to the redemption rights described
above. The Company will not mark the contingently redeemable common stock to the
higher of $0.898 per share or market unless it becomes probable that the Company
will not be able to comply with the Maintenance Requirements.<B> </P>
</B><P ALIGN="JUSTIFY">The approximately $25,000 difference between the
potential redemption value of the shares held by the lenders at March 31, 2002
and the value of those shares on the date of issuance has been treated as a
deemed dividend and included as an adjustment to net income (loss) available to
common stockholders for purposes of calculating the Company's net income (loss)
per share for fiscal 2002.</P>
<B><P>6.  DISPOSITION OF VIDEO MONITORING PRODUCT LINE</P>
</B><P ALIGN="JUSTIFY">On May 19, 2000, the Company entered into an Asset
Purchase Agreement with Interlogix, Inc. (Interlogix) providing for the sale of
certain assets comprising the Company's video monitoring business (the Business)
to Interlogix. The assets sold included certain accounts receivable,
inventories, technical information, machinery, equipment, contract rights,
intangibles, records, and supplies. Concurrently with the execution of the Asset
Purchase Agreement, the Company and Interlogix entered into a Technology License
Agreement (the License Agreement) providing for the licensing of certain related
intellectual property to Interlogix, a Development Agreement providing
Interlogix continuing rights in certain products to be developed by the Company,
a Transition Services Agreement providing for certain services to be rendered by
the Company to Interlogix in respect of the Business, and a Supply Agreement
providing for the continuing sale of certain products to Interlogix by the
Company. The aggregate purchase price paid by Interlogix was approximately $5.2
million in cash. </P>
<P ALIGN="JUSTIFY">The Company's obligations under the Transition Services
Agreement expired in fiscal 2001. The cost of services provided under the
Transition Services Agreement was reimbursed by Interlogix. Pursuant to the
Asset Purchase Agreement, the Company is responsible for reimbursing Interlogix
for costs they incur associated with warranty obligations related to video
monitoring products manufactured prior to May 19, 2000. The Company's estimated
remaining exposure to such warranty obligations is reflected in the warranty
accrual at March 31, 2003.</P>
<P ALIGN="JUSTIFY">At signing, the Company's continuing obligations under the
License and Development Agreements included: (i) providing future updates and
upgrades to the licensed technology, if any, over the initial three-year term of
the License Agreement (the Maintenance Obligations) and (ii) certain potential
obligations to assist Interlogix in the development of future products (the
Development Obligations). The Company deferred the recognition of the
approximately $3.9 million of revenue ascribed to the license of video
monitoring technology to Interlogix until the Development Obligations expired in
the quarter ended March 31, 2001. Upon expiration of the Development
Obligations, the Company commenced recognition of the previously deferred
revenue and is recognizing the revenue ratably over the license term, which
expires in May 2003, due to the remaining Maintenance Obligations. The remaining
balance in deferred revenue at March 31, 2003 is approximately $285,000.</P>
<B><P>7.  TRANSACTIONS WITH RELATED PARTIES</P>
<I><P>Strategic Relationship with STMicroelectronics NV</P>
</B></I><P ALIGN="JUSTIFY">During the fourth quarter of fiscal 2000, the Company
sold 3.7 million shares of its common stock to STMicroelectronics NV (STM) at a
purchase price of $7.50 per share and received net proceeds of $27.7 million. In
addition, the Company granted STM the right to a seat on the Company's Board of
Directors as long as it holds at least 10% of the Company's outstanding shares.
STM was also granted certain rights to maintain its percentage ownership
interest of the Company's outstanding voting securities, including certain
rights to participate in future securities offerings of the Company, or, in
certain circumstances, the right to acquire additional shares through market
purchases. The Company also granted to an STM subsidiary a non-exclusive,
royalty-bearing license to certain technology and undertook certain joint
development activities with a subsidiary of STM. Under the terms of the
agreement, the STM subsidiary guaranteed certain minimum payments to the Company
totaling $1.0 million; $500,000 for prepaid royalties and $500,000 for certain
non-recurring engineering services (the Minimum Payments). The Company received
the Minimum Payments in fiscal 2001. </P>
<P ALIGN="JUSTIFY">During fiscal 2003, the Company purchased semiconductors from
a subsidiary of STM. Such purchases approximated $550,000. In addition, during
fiscal 2003 the Company contracted with a subsidiary of STM for non-recurring
engineering services related to the development of a new semiconductor product
by the Company. As of March 31, 2003, the Company had recorded liabilities to
STM of $392,000 for semiconductor purchases and purchase commitments and
engineering services.</P>
<B><I><P>Other Transactions </P>
</B></I><P ALIGN="JUSTIFY">In March 2002 the Board of Directors authorized the
Company to open securities trading accounts and make investments in other
classes of securities that may generate higher returns than the currently low
yields on governmental and corporate debt securities and money market funds. The
amount allocated for such investments was $1.0 million to be invested on behalf
of 8x8, Inc. as directed by the Company's Chairman, Joe Parkinson; Chief
Executive Officer; or Chief Financial Officer. Mr. Parkinson has agreed to
personally reimburse 8x8, Inc. on a quarterly basis for any losses resulting
from his trading activities in order to maintain a minimum investment account
balance of $1.0 million. As part of the arrangement, the Company's Board of
Directors has expressed its intent, but not obligation, to pay Mr. Parkinson a
quarterly bonus in an amount equal to 25% of the profits attributable to
investments made on the Company's behalf by Mr. Parkinson to the extent such a
bonus exceeds his salary for the corresponding period. The Company or Mr.
Parkinson can terminate this arrangement at any time, subject to the terms of an
agreement between Mr. Parkinson and the Company. Under the arrangement, the
Company is required to return to Mr. Parkinson the amount representing the
increase in value of the investment account over $1.0 million to the extent
required to restore replenishment payments made by Mr. Parkinson in prior
quarters. Through March 31, 2003, Mr. Parkinson had made cumulative
replenishment payments of approximately $137,000 to offset losses incurred.  As
of March 31, 2003, the investment account balance approximated $1,018,000.
Accordingly, the Company had a payable of approximately $18,000 to Mr. Parkinson
at March 31, 2003. As of March 31, 2003, approximately $200,000 was invested in
equity securities, and the remaining $800,000 was invested in money market
accounts.</P>
<P ALIGN="JUSTIFY">During fiscal 2001, Dr. Bernd Girod, a director of 8x8 and
its subsidiary, Netergy, received $22,000 in consideration for technical
consulting services that he provided to the Company. In addition, the Company
contributed $150,000 during fiscal 2001 to a Stanford University research
program managed by Dr. Girod.</P>

<B><P>8.  INCOME TAXES</P>
</B><P ALIGN="JUSTIFY">The Company's loss before income taxes included $65,000,
$161,000 and $162,000 of foreign subsidiary income for the fiscal years ended
March 31, 2003, 2002, and 2001, respectively. </P>
<P ALIGN="JUSTIFY">The components of the consolidated provision for income taxes
consisted of the following (in thousands): </P>

<FONT FACE="Courier New"><PRE>

                                                          Year Ended March 31,
                                                   ---------------------------------
                                                      2003        2002       2001
                                                   -----------  ---------  ---------
Current:
  Federal........................................ $        --  $     (10) $      --
  State..........................................          --         --         --
  Foreign........................................          --         25         17
                                                   -----------  ---------  ---------
                                                  $        --  $      15  $      17
                                                   ===========  =========  =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">Deferred tax assets were comprised of the following (in
thousands): </P>

<FONT FACE="Courier New"><PRE>

                                                                     March 31,
                                                                --------------------
                                                                  2003       2002
                                                                ---------  ---------
Research and development credit carryforwards................. $   5,459  $   4,809
Net operating loss carryforwards..............................    41,543     23,954
Inventory valuation...........................................       419        569
Reserves and allowances.......................................       349        471
Goodwill......................................................        --     14,193
Other.........................................................     2,806      3,335
                                                                ---------  ---------
                                                                  50,576     47,331
Valuation allowance...........................................   (50,576)   (47,331)
                                                                ---------  ---------
          Total............................................... $      --  $      --
                                                                =========  =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<FONT SIZE=2><P ALIGN="JUSTIFY">Management believes that, based on a
number of factors, the weight of objective available evidence indicates that it
is more likely than not that the Company will not be able to realize its
deferred tax assets, and thus a full valuation allowance was recorded at March
31, 2003 and March 31, 2002. </P>
<P ALIGN="JUSTIFY">At March 31, 2003, the Company had net operating loss
carryforwards for federal and state income tax purposes of approximately $115
million and $42 million, respectively, which expire at various dates beginning
in 2005. The net operating loss carryforwards include approximately $5 million
resulting from employee exercises of non-qualified stock options or
disqualifying dispositions, the tax benefits of which, when realized, will be
accounted for as an addition to additional paid-in capital rather than as a
reduction of the provision for income taxes. In addition, at March 31, 2003, the
Company had research and development credit carryforwards for federal and state
tax reporting purposes of approximately $3 million and $2.3 million,
respectively. The federal credit carryforwards will begin expiring in 2010 while
the California credit will carryforward indefinitely. Under applicable tax laws,
the amount of and benefits from net operating losses and credits that can be
carried forward may be impaired or limited in certain circumstances. Events
which may cause limitations in the amount of net operating loss carryforwards
that the Company may utilize in any one year include, but are not limited to, a
cumulative ownership change of more than 50% over a three year period. </P>

<P ALIGN="JUSTIFY">A reconciliation of the tax provision (benefit) to the
amounts computed using the statutory U.S. federal income tax rate of 34% is as
follows (in thousands): </P>

<FONT FACE="Courier New"><PRE>

                                                        Year Ended March 31,
                                                   ---------------------------------
                                                      2003        2002       2001
                                                   -----------  ---------  ---------
Benefit at statutory rate........................ $    (3,877) $  (3,090) $ (25,296)
State income taxes (benefit) before valuation
  allowance, net of federal effect...............        (684)       229     (3,909)
In-process research and development..............          --         --      1,551
Non-deductible goodwill..........................         523        259         --
Discount on issuance of Common Stock.............          --        558         --
Research and development credits.................          --       (216)    (1,162)
Change in valuation allowance....................       4,030      2,302     29,027
Non-deductible compensation......................          --         (4)       256
Foreign rate differences.........................          --        (30)         1
Other............................................           8          7       (451)
                                                   -----------  ---------  ---------
                                                  $        --  $      15  $      17
                                                   ===========  =========  =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<B><P>9.  COMMITMENTS AND CONTINGENCIES</P>
<I><P ALIGN="JUSTIFY">Leases</P>
</B></I><P ALIGN="JUSTIFY">The Company leases its primary facility in Santa
Clara, California under a non-cancelable operating lease agreement that expires
in November 2004. The Company also has leased facilities in Arizona, France and
Canada. The facility leases include rent escalation clauses, and require the
Company to pay taxes, insurance, and normal maintenance costs. At March 31,
2003, future minimum annual lease payments under non-cancelable operating
leases, net of sublease income, were as follows (in thousands): </P>

<FONT FACE="Courier New"><PRE>

 YEAR ENDING MARCH 31,
 ---------------------
2004.......................................................... $     544
2005..........................................................       280
2006..........................................................        37
                                                                ---------
          Total minimum payments.............................. $     861
                                                                =========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">Rent expense for the years ended March 31, 2003, 2002 and
2001, was $1.5 million, $1.5 million and $1.8 million, respectively. </P>
<P>The Company subleases office space under operating lease agreements expiring
at various dates through 2005. The total future minimum rentals to be received
under these noncancelable sublease agreements approximate $18,000 in each of
fiscal 2004, 2005 and 2006 and $12,000 in fiscal 2007.  </P>

<B><I><P ALIGN="JUSTIFY">Legal Proceedings</P>
</B></I><P ALIGN="JUSTIFY">In November 2001, the Company settled a lawsuit that
was filed against it in April 2001 in British Columbia, Canada by Milinx
Business Services, Inc. and Milinx Business Group, Inc (collectively, Milinx).
The Company was released of any further obligations to Milinx in exchange for
returning a portion of the original license fee. As a result of the settlement
agreement, in fiscal 2002 the Company recognized $309,000 of previously deferred
revenue stemming from a March 2000 license agreement with Milinx.</P>
<P ALIGN="JUSTIFY">The Company is also involved in various other legal claims
and litigation that have arisen in the normal course of the Company's
operations. While the results of such claims and litigation cannot be predicted
with certainty, the Company believes that the final outcome of such matters will
not have a significant adverse effect on the Company's financial position or
results of operations. However, should the Company not prevail in any such
litigation, its operating results and financial position could be adversely
impacted.</P>

<B><P>10.  STOCKHOLDERS' EQUITY</P>
<I><P>Common Stock</P>
</B></I><P ALIGN="JUSTIFY">In August 2000, the Company's stockholders authorized
an amendment to the restated certificate of incorporation to increase the
authorized number of shares of common stock to 100,000,000 shares from
40,000,000 shares. </P>
<B><I><P>Exchangeable Shares and Preferred Stock</P>
</B></I><P ALIGN="JUSTIFY">In conjunction with the acquisition of U|Force (see
Note 2), the Company agreed to issue up to 2,107,780 shares of 8x8 common stock
upon the exchange or redemption of the exchangeable shares (the Exchangeable
Shares) of Canadian entities held by employee shareholders of U|Force stock. The
Exchangeable Shares held by U|Force employees were subject to certain
restrictions, including the Company's right to repurchase the Exchangeable
Shares if an employee departed the Company prior to vesting. Upon vesting, the
Exchangeable Shares were convertible into 8x8 common stock on a 1-for-1 basis.
The Company also issued one share of preferred stock (the Special Voting Share)
that provides holders of Exchangeable Shares with voting rights that are
equivalent to the shares of common stock into which their shares are
convertible. </P>
<P ALIGN="JUSTIFY">During the fourth quarter of fiscal 2001, the Company
repurchased a total of 1,034,107 unvested Exchangeable Shares at an average
price of $0.49 per share when the beneficial holders of such shares resigned
from the Company. In addition, 812,866 Exchangeable Shares were converted into
an equivalent number of shares of the Company's common stock in the fourth
quarter of fiscal 2001. The remaining 260,807 Exchangeable Shares were exchanged
for shares of the Company's common stock during the year ended March 31, 2002.
</P>
<B><I><P>1992 Stock Option Plan</P>
</B></I><P ALIGN="JUSTIFY">The Board of Directors reserved 2,000,000 shares of
the Company's common stock for issuance under the 1992 Stock Option Plan (the
1992 Plan). The 1992 Plan expired in fiscal 2003. </P>
<B><I><P>Key Personnel Plan</P>
</B></I><P ALIGN="JUSTIFY">In July 1995, the Board of Directors adopted the Key
Personnel Plan. The Board of Directors reserved 2,200,000 shares of the
Company's common stock for issuance under this plan. The Key Personnel Plan
provided for granting incentive and nonstatutory stock options to officers of
the Company at prices equal to the fair market value of the stock at the grant
dates. Options generally vest over four years. Shares issued under the Key
Personnel Plan were subject to repurchase at the original issuance price of
$0.50 per share if the employee left the Company prior to vesting. During fiscal
2001, the Company repurchased 5,982 unvested shares. As of March 31, 2003, all
shares were vested and no shares are available for grant under the Key Personnel
Plan. The Company is no longer issuing options under this plan.</P>
<B><I><P>1996 Stock Plan</P>
</B></I><P ALIGN="JUSTIFY">In June 1996, the Board of Directors adopted the 1996
Stock Plan (the 1996 Plan) and reserved 1,000,000 shares of the Company's common
stock for issuance under this plan. The Company's stockholders subsequently
authorized increases in the number of shares of the Company's common stock
reserved for issuance under the 1996 Plan of 500,000 shares in June 1997 and
2,000,000 shares in August 2000. The 1996 Plan also provides for an annual
increase in the number of shares reserved for issuance under the 1996 Plan on
the first day of the Company's fiscal year in an amount equal to 5% of the
Company's common stock issued and outstanding at the end of the immediately
preceding fiscal year, subject to a maximum annual increase of 1,000,000 shares.
The annual increase was 1,000,000 shares in each of fiscal 2003, 2002 and 2001.
To date, this provision has resulted in increases in shares reserved for
issuance under the 1996 Plan totaling 4,535,967. The 1996 Plan provides for
granting incentive stock options to employees and nonstatutory stock options to
employees, directors or consultants.  The stock option price of incentive stock
options granted may not be less than the determined fair market value at the
date of grant. Options generally vest over four years and expire ten years after
grant.</P>
<B><I><P>1996 Director Option Plan</P>
</B></I><P ALIGN="JUSTIFY">The Company's 1996 Director Option Plan (the Director
Plan) was adopted in June 1996 and became effective in July 1997. A total of
150,000 shares of common stock were initially reserved for issuance under the
Director Plan. The Company's stockholders subsequently authorized an increase in
the number of shares of common stock reserved for issuance under the Director
Plan to 500,000 shares in August 2000, and 1,000,000 in July 2002. The Director
Plan provides for both discretionary and periodic grants of nonstatutory stock
options to non-employee directors of the Company (the Outside Directors). The
exercise price per share of all options granted under the Director Plan will be
equal to the fair market value of a share of the Company's common stock on the
date of grant. Options generally vest over a period of four years. Options
granted to Outside Directors under the Director Plan have a ten year term, or
shorter upon termination of an Outside Director's status as a director. If not
terminated earlier, the Director Plan will have a term of ten years. </P>
<B><I><P>1999 Nonstatutory Stock Option Plan</P>
</B></I><P ALIGN="JUSTIFY">In fiscal 2000, the Company's Board of Directors
approved the 1999 Nonstatutory Stock Option Plan (the 1999 Plan) with 600,000
shares initially reserved for issuance thereunder. In fiscal 2001, the number of
shares reserved for issuance was increased to 3,600,000 shares by the Board of
Directors. Under the terms of the 1999 Plan, options may not be issued to either
officers or directors of the Company provided, however, that options may be
granted to an officer in connection with the officer's initial employment by the
Company. Options generally vest over four years and expire ten years after
grant. The 1999 Plan has not been approved by the stockholders of the
Company.</P>
<B><I><P>UForce Company -- Societe UForce Amended and Restated 1999 Stock Option
Plan</P>
</B></I><P ALIGN="JUSTIFY">In connection with the acquisition of U|Force (see
Note 2), the Company assumed the UForce Company -- Societe UForce Amended and
Restated 1999 Stock Option Plan (the U|Force Plan), and reserved 1,023,898
shares of the Company's common stock related to options issued thereunder. The
U|Force Plan provided for the grant of nonstatutory stock options to employees
and consultants of U|Force at prices equal to the fair market value of the stock
at the grant dates.  Due to the cessation of the Company's Canadian operations
(see Note 4), 1,016,408 and 7,490 of the options previously granted under the
U|Force Plan were forfeited and returned to the U|Force Plan in fiscal 2001 and
fiscal 2002, respectively. In fiscal 2002, the Company's Board of Directors
terminated the U|Force Plan.</P>
<P ALIGN="JUSTIFY">Option activity under the Company's stock option plans since
March 31, 2000, excluding the Netergy and Centile  stock option plans, is
summarized as follows: </P>

<FONT FACE="Courier New"><PRE>
                                                                   Weighted
                                                        Shares      Average
                                           Shares     Subject to   Exercise
                                          Available    Options       Price
                                          for Grant  Outstanding   Per Share
                                         ----------- ------------  ---------
Balance at March 31, 2000...............     15,437    4,173,762  $    5.25
Change in options available for grant...  7,373,898           --         --
Granted or assumed...................... (8,116,100)   8,116,100       6.26
Exercised...............................         --     (925,008)      2.30
Returned to plan........................  3,632,963   (3,632,963)      8.29
                                         ----------- ------------
Balance at March 31, 2001...............  2,906,198    7,731,891       5.24
Change in options available for grant...    (23,898)          --         --
Granted................................. (4,901,073)   4,901,073       1.09
Exercised...............................         --      (40,757)      0.01
Returned to plan........................  2,692,381   (2,692,381)      6.18
                                         ----------- ------------
Balance at March 31, 2002...............    673,608    9,899,826       2.95
Change in options available for grant...  1,370,187           --         --
Granted.................................   (857,800)     857,800       0.48
Exercised...............................         --      (53,040)      0.37
Returned to plan........................  3,089,997   (3,089,997)      3.05
                                         ----------- ------------
Balance at March 31, 2003...............  4,275,992    7,614,589       2.65
                                         =========== ============

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">Significant option groups outstanding at March 31, 2003 and
related weighted average exercise price and contractual life information for
8x8, Inc.'s stock option plans are as follows: </P>

<FONT FACE="Courier New"><PRE>

                     Options Outstanding                 Options Exercisable
                    ----------------------------------  ------------ ------------
                                Weighted    Weighted                   Weighted
                                 Average    Average                     Average
                                Exercise   Remaining                   Exercise
 Range of Exercise                Price   Contractual                    Price
      Prices          Shares    Per Share Life (Years)     Shares      Per Share
------------------- ----------  --------- ------------  ------------  -----------
$ 0.01 to $ 3.16... 5,974,588  $    1.38          8.0     2,394,740  $      1.66
$ 3.16 to $ 6.32...   811,511       3.84          6.8       791,165         3.82
$ 6.32 to $ 9.49...   311,327       7.42          5.4       249,693         7.43
$ 9.49 to $12.65...   445,268      11.72          6.7       318,470        11.72
$12.65 to $15.81...    33,895      14.56          5.4        26,537        14.56
$15.81 to $28.46...    38,000      21.25          6.9        28,852        21.20
                    ----------                          ------------
                    7,614,589  $    2.65          7.7     3,809,457  $      3.57
                    ==========                          ============

</PRE><FONT FACE="Times New Roman" SIZE="2">

<FONT SIZE=2><P ALIGN="JUSTIFY">The Company recorded a deferred
compensation charge of approximately $7,267,000 with respect to options repriced
and certain additional options granted in fiscal 1997. In addition, the Company
recorded deferred compensation charges of approximately $503,000 and $406,000 in
connection with certain options granted to non-officer employees in fiscal 2001
and 2000, respectively. The Company recognizes deferred compensation over the
related vesting period of the options (which is generally forty-eight months).
The Company recognized $753,000 as compensation expense in the fiscal year ended
March 31, 2001.  Stock compensation expense in fiscal 2003 and 2002 was not
significant. Deferred compensation is subject to reduction for any employee who
terminates employment prior to the expiration of such employee's option vesting
period. </P>
<B><I><P>Netergy Microelectronics, Inc. 2000 Stock Option Plan</P>
</B></I><P ALIGN="JUSTIFY">Netergy's 2000 Stock Option Plan (the Netergy Plan)
was adopted in December 2000 by the Netergy Board of Directors. The Netergy Plan
provides for granting incentive stock options (ISO) to employees and
nonstatutory stock options (NSO) to employees, directors, and consultants of
Netergy. Options granted under the Netergy Plan may be granted for periods up to
ten years and at prices no less than 85% of the estimated fair value of the
shares on the date of grant as determined by the Netergy Board of Directors,
provided, however, that (i) the exercise price of an ISO and NSO shall not be
less than 100% and 85% of the estimated fair value of the shares on the date of
grant, respectively, and (ii) the exercise price of an ISO and NSO granted to a
10% shareholder shall not be less than 110% of the estimated fair value of the
shares on the date of grant, respectively. To date, options granted vest over
four years. However, in the event of a change in control (as defined in the
Netergy Plan document) vesting for certain options will be accelerated. Option
activity during each of the three years ended March 31, 2003 was as follows:
</P>

<FONT FACE="Courier New"><PRE>

                                                             Weighted
                                                  Shares      Average
                                      Shares    Subject to   Exercise
                                     Available    Options      Price
                                     for Grant  Outstanding  Per Share
                                    ----------- -----------  ---------
Shares reserved at Netergy Plan's
  inception........................  5,000,000          --  $      --
Granted............................ (3,572,000)  3,572,000       0.50
Returned to plan...................    400,000    (400,000)      0.50
                                    ----------- -----------
Balance at March 31, 2001..........  1,828,000   3,172,000       0.50
Granted............................   (136,000)    136,000       0.50
Exercised..........................         --          --         --
Returned to plan...................    264,834    (264,834)      0.50
                                    ----------- -----------
Balance at March 31, 2002..........  1,956,834   3,043,166  $    0.50
Granted............................   (617,000)    617,000       0.50
Exercised..........................         --          --         --
Returned to plan...................  1,945,490  (1,945,490)      0.50
                                    ----------- -----------
Balance at March 31, 2003..........  3,285,324   1,714,676  $    0.50
                                    =========== ===========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<FONT SIZE=2><P>As of March 31, 2003, 991,702 options were exercisable,
the weighted average remaining contractual life was 5.9 years, and the weighted
average exercise price was $0.50 per share. </P>
<B><I><P>Centile, Inc. 2001 Stock Option Plan</P>
</B></I><P ALIGN="JUSTIFY">Centile's 2001 Stock Option Plan (the Centile Plan)
was adopted in March 2001 by the Centile Board of Directors. The Centile Plan
provides for granting ISOs to employees and NSOs to employees, directors, and
consultants of Centile. Options granted under the Centile Plan may be granted
for periods up to ten years and at prices no less than 85% of the estimated fair
value of the shares on the date of grant as determined by the Centile Board of
Directors, provided, however, that (i) the exercise price of an ISO and NSO
shall not be less than 100% and 85% of the estimated fair value of the shares on
the date of grant, respectively, and (ii) the exercise price of an ISO and NSO
granted to a 10% shareholder shall not be less than 110% of the estimated fair
value of the shares on the date of grant, respectively. To date, options granted
vest over four years. Option activity during each of the three years ended March
31, 2003 was as follows: </P>

<FONT FACE="Courier New"><PRE>

                                                             Weighted
                                                  Shares      Average
                                      Shares    Subject to   Exercise
                                     Available    Options      Price
                                     for Grant  Outstanding  Per Share
                                    ----------- -----------  ---------
Shares reserved at Centile Plan's
  inception........................  4,500,000          --         --
Granted............................ (4,107,000)  4,107,000       0.43
                                    ----------- -----------
Balance at March 31, 2001..........    393,000   4,107,000       0.43
Granted............................   (846,000)    846,000       0.43
Exercised..........................         --          --
Returned to plan...................  2,688,000  (2,688,000)      0.43
                                    ----------- -----------
Balance at March 31, 2002..........  2,235,000   2,265,000       0.43
Granted............................    (96,000)     96,000       0.43
Exercised..........................         --          --         --
Returned to plan...................    459,128    (459,128)      0.43
                                    ----------- -----------
Balance at March 31, 2003..........  2,598,128   1,901,872  $    0.43
                                    =========== ===========

</PRE><FONT FACE="Times New Roman" SIZE="2">

<FONT SIZE=2><P ALIGN="JUSTIFY">As of March 31, 2003, 767,051 options
were exercisable, the weighted average remaining contractual life was 7.5 years,
and the weighted average exercise price was $0.43 per share. </P>
<B><I><P>1996 Employee Stock Purchase Plan</P>
</B></I><P ALIGN="JUSTIFY">The Company's 1996 Stock Purchase Plan (the Purchase
Plan) was adopted in June 1996 and became effective upon the closing of the
Company's initial public offering in July 1997. Under the Purchase Plan, 500,000
shares of common stock were initially reserved for issuance. At the start of
each fiscal year, the number of shares of common stock subject to the Purchase
Plan increases so that 500,000 shares remain available for issuance. This
provision resulted in increases of 416,589, 281,583 and 180,910 shares issuable
under the Purchase Plan during the fiscal years ended March 31, 2003, 2002 and
2001, respectively. During fiscal 2003, 2002 and 2001, 189,575, 416,589 and
281,583 shares, respectively, were issued under the Purchase Plan. </P>
<P ALIGN="JUSTIFY">The Purchase Plan permits eligible employees to purchase
common stock through payroll deductions at a price equal to 85% of the fair
market value of the common stock at the beginning of each two year offering
period or the end of a six month purchase period, whichever is lower. The
contribution amount may not exceed ten percent of an employee's base
compensation, including commissions but not including bonuses and overtime. In
the event of a merger of the Company with or into another corporation or the
sale of all or substantially all of the assets of the Company, the Purchase Plan
provides that a new exercise date will be set for each option under the plan
which exercise date will occur before the date of the merger or asset sale. </P>

<B><I><P>Certain pro forma disclosures</P>
</B></I><P ALIGN="JUSTIFY">The Company accounts for its stock plans in
accordance with the provisions of APB Opinion No. 25. Had compensation cost for
the Company's stock plans been determined based on the fair value of options at
their grant dates, as prescribed in SFAS No. 123, the Company's net loss would
have been as follows (in thousands, except per share amounts): </P>

<FONT FACE="Courier New"><PRE>

                                                     Year Ended March 31,
                                             -------------------------------------
                                                2003         2002         2001
                                             -----------  -----------  -----------
Net loss:
  As reported.............................. $   (11,403) $    (9,105) $   (74,399)
  Pro forma*............................... $   (15,869) $   (18,588) $   (84,885)
Basic and diluted loss per share:
  As reported.............................. $     (0.40) $     (0.33) $     (2.99)
  Pro forma................................ $     (0.56) $     (0.68) $     (3.39)

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P>*These amounts have been adjusted to reflect a correction to the forfeiture
rate, which resulted in reductions in the pro forma net losses for 2002 and 2001
of $6.5 million and $3.1 million, respectively.</P>
<P>For the purposes of the disclosure above, the fair value of each of the
Company's option grants, excluding those options issued under the Netergy and
Centile Plans, has been estimated on the date of grant using the Black-Scholes
pricing model with the following assumptions: </P>

<FONT FACE="Courier New"><PRE>

                                                     Year Ended March 31,
                                             -------------------------------------
                                                2003         2002         2001
                                             -----------  -----------  -----------
Expected volatility........................         162%         135%         141%
Expected dividend yield....................         0.0%         0.0%         0.0%
Risk-free interest rate....................  2.8% to 4.7% 3.5% to 4.9% 4.7% to 6.8%
Weighted average expected option term......   5.1 years    5.1 years      5 years
Weighted average fair value of options
  granted.................................. $      0.45  $      0.96  $      5.17

</PRE><FONT FACE="Times New Roman" SIZE="2">

<FONT SIZE=2><P ALIGN="JUSTIFY">The fair value of grants under the
Netergy and Centile stock option plans, for purposes of the pro forma
disclosure, have also been estimated on the date of grant using the
Black-Scholes pricing model using the weighted average assumptions noted below. The
expected volatility factors for the Netergy and Centile plans reflect the fact
that the underlying shares of Netergy and Centile are not publicly traded and
therefore the Company's overall volatility factor has been reduced by 50% for
these plans.  The various risk free interest rates used in the computations
reflect the different rates in effect at the respective grant dates.</P>

<FONT FACE="Courier New"><PRE>

                                                     Year Ended March 31,
                                             -------------------------------------
                                                2003         2002         2001
                                             -----------  -----------  -----------
Expected volatility........................          81%          67%          70%
Expected dividend yield....................         0.0%         0.0%         0.0%
Risk-free interest rate....................  2.8% to 4.8% 4.1% to 4.8% 4.7% to 5.1%
Weighted average expected option term......   5.16 years   5.25 years     5 years
Netergy weighted average fair value
  of options granted....................... $      0.34  $      0.31  $      0.31
Centile weighted average fair value
  of options granted....................... $      0.29  $      0.26  $      0.26

</PRE><FONT FACE="Times New Roman" SIZE="2">

<P>For the purpose of providing pro forma disclosures, the
estimated fair value of stock purchase rights granted under the Purchase Plan
were estimated using the Black-Scholes pricing model with the following
weighted-average assumptions: </P>

<FONT FACE="Courier New"><PRE>

                                                     Year Ended March 31,
                                             -------------------------------------
                                                2003         2002         2001
                                             -----------  -----------  -----------
Expected volatility........................         162%         135%         141%
Expected dividend yield....................        0.0%         0.0%         0.0%
Risk-free interest rate....................        1.53%        3.82%        4.92%
Weighted average expected rights term......   1.25 years   1.25 years   1.25 years
Weighted average fair value of rights
  granted.................................. $      0.30  $      1.16  $      3.00

</PRE><FONT FACE="Times New Roman" SIZE="2">

<B><P>11.  EMPLOYEE BENEFIT PLANS</P>
<I><P>401(k) Savings Plan</P>
</B></I><P ALIGN="JUSTIFY">In April 1991, the Company adopted a 401(k) savings
plan (the Savings Plan) covering substantially all of its U.S. employees.
Eligible employees may contribute to the Savings Plan from their compensation up
to the maximum allowed by the Internal Revenue Service. The Company made
matching contributions of $85,000 and $125,000 to the Savings Plan during fiscal
2002 and 2001, respectively. The matching contributions vest over three years.
The Savings Plan does not allow employee contributions to be invested in 8x8
common stock. </P>
<B><P>12.  SEGMENT REPORTING</P>
</B><P ALIGN="JUSTIFY">SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information,&quot; establishes annual and interim reporting standards
for an enterprise's business segments and related disclosures about its
products, services, geographic areas and major customers. Under SFAS No. 131,
the method for determining what information to report is based upon the way
management organizes the operating segments within the Company for making
operating decisions and assessing financial performance. In the fourth quarter
of fiscal 2001, management began evaluating the Company's results based on three
reportable segments: Packet8 (formerly known as Corporate and Other), Netergy,
which consisted of the semiconductor business, and Centile, which consisted of
the hosted iPBX business. During the third quarter of fiscal 2004, the Company
changed its internal reporting processes and determined that it had only one
reportable segment, and ceased preparing operational data on the former segment
basis. The change in internal reporting processes is consistent with the change
in business focus as the Company is primarily focusing its efforts on its
Packet8 broadband communications service.  </P>
<FONT SIZE=2><P ALIGN="JUSTIFY">The following table presents net revenues by
groupings of similar products (in thousands).</P>

<FONT FACE="Courier New"><PRE>

                                                     Year Ended March 31,
                                             -------------------------------------
                                                2003         2002         2001
                                             -----------  -----------  -----------
Revenues:
  Semiconductors and related software...... $     9,719  $    13,350  $    15,850
  Hosted iPBX solutions....................         861          260          198
  Packet8, videophones/equipment and other.         423        1,081        2,180
                                             -----------  -----------  -----------
          Total revenues................... $    11,003  $    14,691  $    18,228
                                             ===========  ===========  ===========


</PRE><FONT FACE="Times New Roman" SIZE="2">

<P ALIGN="JUSTIFY">The following table illustrates net revenues by geographic
area. Revenues are attributed to countries based on the destination of shipment
(in thousands): </P>

<FONT FACE="Courier New"><PRE>

                                                     Year Ended March 31,
                                             -------------------------------------
                                                2003         2002         2001
                                             -----------  -----------  -----------
United States.............................. $     4,218  $     5,777  $     5,632
Europe.....................................       2,657        4,126        5,862
Taiwan.....................................       1,569        2,026        2,739
Japan......................................         919        1,119        1,188
Other......................................       1,640        1,643        2,807
                                             -----------  -----------  -----------
                                            $    11,003  $    14,691  $    18,228
                                             ===========  ===========  ===========

</PRE><FONT FACE="Times New Roman" SIZE="2">


<FONT SIZE=2><P ALIGN="JUSTIFY">The majority of the Company's long-lived
assets were located in the United States. Long-lived assets consist primarily of
property and equipment and deposits. The following table illustrates long-lived
assets by country (in thousands):</P>

<FONT FACE="Courier New"><PRE>

                                                                     March 31,
                                                                --------------------
                                                                  2003       2002
                                                                ---------  ---------
                                                                  (in thousands)

United States................................................. $     645  $   2,051
United Kingdom................................................        --        602
France........................................................       244        452
                                                                ---------  ---------
                                                               $     889  $   3,104
                                                                =========  =========


</PRE><FONT FACE="Times New Roman" SIZE="2">


<FONT SIZE=2><P ALIGN="JUSTIFY">Two customers represented more than 10%
of our total revenues in fiscal 2003. These customers represented 17%, and 11%
of our total revenues, respectively. During the fiscal year ended March 31,
2002, three customers represented more than 10% of our total revenues. These
customers represented 13%, 13%, and 12% of our total revenues. During the fiscal
year ended March 31, 2001, no customer accounted for 10% or more of total
revenues.</P>

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