UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 ________________________________
 FORM 10-K/A
 (Amendment No. 1)
 ________________________________
 
 (Mark One)
 x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 For the Year Ended December 31, 2003
 
 
 OR
 
 
  ̈   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 For the Transition Period from  to
 
 
 Commission File Number: 0-30849
 
 
 WEBEX COMMUNICATIONS, INC.
 (Exact name of registrant as specified in its charter)
 
 Delaware
77-0548319(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number) 
 307 W. Tasman DriveSan Jose, California
95134(Address of principal executive offices)
(Zip Code) 
 
 Registrants telephone number, including area code: (408) 435-7000
 
 
 Securities registered pursuant to Section 12(b) of the Act:
 
 
 None
 
 
 Securities registered pursuant to Section 12(g) of the Act:
 
 
 Common Stock, $0.001 par value per share
 (Title of Class)
 
 
 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No   ̈
 
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
 
 Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes  x  No   ̈
 
 The aggregate market value of Common Stock held by non-affiliates as of June 30, 2003 (the last business day of the registrants most recently-completed second fiscal quarter and based upon the closing sale price on the Nasdaq National Market on such date) was approximately $384,911,624. Shares of Common Stock held by each executive officer and director, and shares held by other individuals and entities and based on Schedule 13G filings, have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
 
 As of February 27, 2004, there were 43,334,902 shares of Common Stock, $0.001 per share par value, outstanding.
 
 
 DOCUMENTS INCORPORATED BY REFERENCE
 
 
 Certain sections of the Registrants definitive Proxy Statement for the 2004 Annual Meeting of Stockholders to be held on May 19, 2004 are incorporated by reference in Part III of this Form 10-K to the extent stated herein.
 
 
 
    
 Explanatory Note
 
 WebEx Communications, Inc. hereby amends, as set forth below, its Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed on March 12, 2004 solely to correct two numeric typographical errors in the table in Part III, Item 12 of the Report. The two corrected numbers, which are part of the restated Item 12 set forth below, are as follows: (i) 10,708,567 replaces 7,774,527, the number appearing in the Item 12 table in the originally-filed Report, as the number of securities to be issued on exercise of outstanding options, warrants and rights, (ii) $16.06 replaces $16.58, the number appearing in the Item 12 table in the originally-filed Report, as the weighted-average exercise price of outstanding options, warrants and rights. Other than the insertion of the two numbers mentioned above, the restated Item 12 below is identical to the Item 12 contained in the originally-filed Report. We made no further changes to the originally-filed Report.
 
 
 
 
 PART III
 
 
 
 
 Item 12 .   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
 The information required by Item 12 of Form 10-K is incorporated herein by reference to the information contained in the sections entitled Security Ownership of Certain Beneficial Owners and Management. Equity compensation plan information is provided immediately below:
 
 The following table sets forth certain information as of December 31, 2003 with respect to compensation plans of the Company under which equity securities of the Company are authorized for issuance.
 
 
 EQUITY COMPENSATION PLAN INFORMATION
 
 Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights


Weighted-average
exercise price of
outstanding options,
warrants and rights


Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)Plan category


(a)


(b)


(c)Equity compensation plans approved by security holders(1)


10,708,567

$
16.06


1,514,182(2
)Equity compensation plans not approved by security holders


0


0


0Total


10,708,567

$
16.06


2,850,885(3
)
 _____
 (1)  Includes our 1998 Stock Plan and our 2000 Stock Incentive Plan.
 
 (2)  Includes the number of shares reserved under our 2000 Stock Incentive Plan. The number of shares reserved for issuance under our 2000 Stock Incentive Plan will be increased on the first day of each of the Companys fiscal years from 2004 to 2010 by the lesser of (i) 5,500,000 shares, (ii) eight percent (8%) of the number of outstanding shares of our common stock on that date, or (iii) a lesser amount determined by our Board of Directors.
 
 (3)  Includes 1,336,703 shares available for purchase pursuant to our 2000 Employee Stock Purchase Plan. The 2000 Employee Stock Purchase Plan provides that shares of common stock will be purchased by plan participants at a price equal to 85% of the fair market value per share of common stock on either the first day preceding the offering period or the last day of the offering period, on whichever day the closing price per share is less. The number of shares reserved for issuance under our 2000 Employee Stock Purchase Plan will be increased on the first day of each of the Companys current and future fiscal years from 2004 to 2010 by the lesser of (i) 1,500,000 shares, (ii) two percent (2%) of the number of outstanding shares of our common stock on that date, or (iii) a lesser amount determined by our Board of Directors.
 
 
  SIGNATURES
 
 Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A, Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, on this 31st day of March, 2004.
 **WEBEX COMMUNICATIONS, CIN.**By:
/s/  SUBRAH S. IYARSubrah S. IyarChief Executive Officer
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K/A, Amendment No. 1 has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated:
  
 Name

Title
Date/s/    SUBRAH S. IYAR

Chief Executive Officer (Principal Executive Officer) and Director
March 31, 2004Subrah S. Iyar*


President and Director


March 31, 2004Min Zhu/s/    MICHAEL T. EVERETT


Chief Financial Officer (Principal Financial and Accounting Officer)


March 31, 2004Michael Everett*


Director


March 31, 2004Jan Baan*


Director


March 31, 2004Somshanker Das*


Director


March 31, 2004Michael T. Flynn*


Director


March 31, 2004Anthony R. Muller*


Director


March 31, 2004Casimir Skrzypczak
 
 
 
 * By:
/s/    David FarringtonDavid FarringtonAttorney-in-Fact
  EXHIBIT INDEX
 
 Exhibit Number
Description of Document3(i)(1)
Amended and Restated Certificate of Incorporation.3(ii)(2)
Amended and Restated Bylaws.4.1(1)
Form of Common Stock Certificate.4.2(3)
Amended and Restated Investors Rights Agreement, dated March 30, 2000 by and among the registrant and the parties who are signatories thereto.10.1(3)*
Registrants Amended and Restated 1998 Stock Plan.10.2+*
Registrants Amended and Restated 2000 Stock Incentive Plan.10.3(1)*
Registrants 2000 Employee Stock Purchase Plan.10.4(1)*
Form of Directors and Officers Indemnification Agreement.10.5(3)*
Employment Agreement, dated August 14, 1998, by and between the registrant and Subrah S. Iyar.10.6(3)*
Employment Agreement, dated August 14, 1998, by and between the registrant and Min Zhu.10.7(3)
Lease Agreement by and between Corporate Technology Centre Associates II LLC and the registrant, dated June 30, 1999.10.8(1)
Sublease, dated April 26, 2000, by and between MarchFirst, Inc. and the registrant.10.9(4)
Lease, dated October 25, 2000, by and between the registrant and North Valley Tech LLC.10.10(4)
Lease, dated October 17, 2000, by and between the registrant and WDCI, Inc.23.1+
Independent Auditors Consent.24.1+
Power of Attorney (see page 60 of the Form 10-K).31.1
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)31.2
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)32.1+
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 200232.2+
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002 _________
 +  Previously filed.
 *  Denotes a management contract or compensatory plan or arrangement.
 
 (1)  Incorporated by reference to Exhibits 3.3, 4.1, 10.3, 10.4 and 10.8, respectively, of Amendment No. 1 to Registrants Registration Statement on Form S-1 (File No. 333-33716) filed with the Securities and Exchange Commission on June 21, 2000.
 
 (2)  Incorporated by reference to Exhibit 3.2 to the Registrants Annual Report on Form 10-K for the year ending December 31, 2001.
 
 (3)  Incorporated by reference to Exhibits 4.2, 10.1, 10.5, 10.6 and 10.7, respectively, of Registrants Registration Statement on Form S-1 (File No. 333-33716) filed with the Securities and Exchange Commission on March 31, 2000.
 
 (4)  Incorporated by reference to Exhibit 10.1 and 10.2, respectively, of Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.