STMicroelectronics — Major Shareholding Notification 2003

Dec 29, 2003

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) 8x8, Inc. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 282912 10 4 (CUSIP Number) Pierre Ollivier Group Vice President and General Counsel STMicroelectronics N.V. 39, Chemin du Champ des Filles 1228 Plan-Les-Ouates Geneva, Switzerland Telephone: 011-41-22-929-2929 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to : Michael J. Coleman, Esq. Shearman & Sterling LLP 1080 Marsh Road Menlo Park, California 94025 Telephone: (650) 838-3600 December 23, 2003 (Date of Event which requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g), check the following box: [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject Class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 12 Total Pages CUSIP No. 757209101 13D Page 2 of 12 Pages - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: STMicroelectronics N.V. - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC - --------- ---------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] - --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: The Netherlands - -------------------------------- ------ ---------------------------------------- NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER: OWNED BY 2,202,000 shares of common stock EACH ------ ---------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER: WITH 0 ------ ---------------------------------------- 9 SOLE DISPOSITIVE POWER: 2,202,000 shares of common stock ------ ---------------------------------------- 10 SHARED DISPOSITIVE POWER: 0 - -------------------------------- ------ ---------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,202,000 shares of common stock - --------- ---------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.41%* - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - --------- ---------------------------------------------------------------------- * Based on 34,309,526 shares of common stock outstanding at November 30, 2003, as declared by 8x8, Inc. in its Registration Statement on Form S-3, as filed with the Commission on December 12, 2003. CUSIP No. 757209101 13D Page 3 of 12 Pages This Amendment No. 1 ("Amendment No. 1") amends the Statement on Schedule 13D (as amended, the "Schedule 13D") filed with the United States Securities and Exchange Commission (the "Commission") on March 3, 2000, by STMicroelectronics N.V. ("ST"), a corporation with limited liability organized under the laws of the Netherlands, with respect to shares of common stock, par value $0.001 per share (the "Common Stock") of 8x8, Inc., a Delaware corporation ("8x8"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D and Commission rules and regulations. Except as indicated herein, the information set forth in the Schedule 13D remains unchanged. Item 2. Identity and Background. ST's principal business is to design, develop, manufacture and market a broad range of semiconductor integrated circuits ("ICs") used in a wide variety of microelectronic applications, including automotive products, computer peripherals, telecommunications systems, consumer products, industrial automation and control systems. ST's principal business offices are 39, Chemin du Champ des Filles, 1228 Plan-Les-Oautes, Geneva, Switzerland. Certain information regarding members of ST's Supervisory Board, Managing Board and executive officers is set forth on Annex A, which is incorporated by reference herein. Annex A of the Schedule 13D is amended and restated in its entirety to read as the Annex A attached to this Amendment No. 1. During the last five years, none of ST or any of the persons named on Annex A have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 4. Purpose of Transaction. The following paragraph is added to the end of Item 4: On December 18, 2003, 8x8, Inc. announced that ST-designee Christos Lagomichos had resigned from 8x8's Board of Directors. ST's current intention is to sell additional shares of Common Stock of 8x8 in accordance with applicable law, depending on 8x8's financial condition, business operations and prospects, the market price of 8x8's Common Stock, conditions in securities markets generally, general economic and industry conditions and other factors. Item 5. Interest in Securities of the Issuer. Based on 8x8's Registration Statement on Form S-3 filed with the SEC on December 12, 2003, 8x8 had 34,309,526 shares of Common Stock outstanding at November 30, 2003. CUSIP No. 757209101 13D Page 4 of 12 Pages Between December 23, 2003 and December 26, 2003, ST sold an aggregate of 1,498,000 shares of Common Stock in open-market brokers' transactions pursuant to Rule 144 of the Securities Act. The following table sets forth for each such transaction (i) the date of such transaction, (ii) the number of shares of Common Stock sold and (iii) the sale price per share of Common Stock: Number of Shares of Sale Price Per Share of Date of Transaction: Common Stock Sold: Common Stock Sold: 12/23/2003 66,000 $4.90 12/23/2003 24,000 $4.91 12/23/2003 37,500 $4.92 12/23/2003 5,000 $4.95 12/23/2003 5,000 $4.96 12/23/2003 7,500 $4.98 12/23/2003 117,350 $5.00 12/23/2003 43,000 $5.01 12/23/2003 25,900 $5.02 12/23/2003 23,300 $5.04 12/23/2003 20,300 $5.05 12/23/2003 3,000 $5.05 12/23/2003 5,400 $5.06 12/23/2003 13,750 $5.06 12/23/2003 3,000 $5.07 12/24/2003 167,500 $4.70 12/24/2003 5,000 $4.72 12/24/2003 7,500 $4.73 12/24/2003 180,000 $4.75 12/24/2003 57,500 $4.76 12/24/2003 222,500 $4.78 12/24/2003 25,000 $4.79 12/24/2003 60,000 $4.80 12/24/2003 35,000 $4.81 12/24/2003 10,000 $4.82 12/24/2003 10,000 $4.85 12/26/2003 210,000 $4.60 12/26/2003 12,500 $4.61 12/26/2003 15,500 $4.62 12/26/2003 20,000 $4.63 12/26/2003 12,500 $4.65 12/26/2003 30,000 $4.66 CUSIP No. 757209101 13D Page 5 of 12 Pages Number of Shares of Sale Price Per Share of Date of Transaction: Common Stock Sold: Common Stock Sold: 12/26/2003 5,000 $4.69 12/26/2003 5,000 $4.71 12/26/2003 7,500 $4.72 As of the date of the filing of this Amendment No. 1, after giving effect to the transactions described above, ST beneficially owns 2,202,000 shares of Common Stock, representing approximately 6.41% of 8x8's outstanding Common Stock. CUSIP No. 757209101 13D Page 6 of 12 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amenment No. 1 to the Statement on Schedule 13D is true, complete and correct. Dated: December 29, 2003 STMicroelectronics N.V. By: /s/ Piero Mosconi ---------------------------- Name: Piero Mosconi Title: Corporate Vice President and Treasurer CUSIP No. 757209101 13D Page 7 of 12 Pages ANNEX A MEMBERS OF THE SUPERVISORY BOARD, MANAGING BOARD AND EXECUTIVE OFFICERS OF STMICROELECTRONICS N.V. The following table sets forth the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each director and executive officer of STMicroelectronics N.V. Unless otherwise indicated, the business address of the persons listed below is our head offices at WTC Schipol Airport, Schipol Boulevard 265, 1118 BH Schipol Airport, Amsterdam, The Netherlands. MEMBERS OF THE SUPERVISORY BOARD