121203 S3 Exhibit 4.12




Exhibit 4.12



	
Void after November 13, 2008

	
Warrant No. __






	
 

	
This Warrant and any shares acquired upon the exercise of this
Warrant have not been registered under the Securities Act of 1933.  This Warrant
and such shares may not be sold or transferred in the absence of such
registration or an exemption therefrom under said Act.  This Warrant and such
shares may not be transferred except upon the conditions specified in this
Warrant, and no transfer of this Warrant or such shares shall be valid or
effective unless and until such conditions shall have been complied with.


	
 







    8X8, INC. 


       COMMON STOCK PURCHASE WARRANT


 

8X8, Inc. (the "Company"), having its principal office at 2445
Mission College Boulevard, Santa Clara, California 95054 hereby certifies that,
for value received, _______________________, or assigns, is entitled,
subject to the terms set forth below, to purchase from the Company at any time
on or from time to time after November 13, 2003 and before 5:00 P.M., New York
City time, on November 13, 2008 or as extended in accordance with the terms
hereof (the "Expiration Date"), ___________ fully paid and
non-assessable shares of Common Stock of the Company, at the initial Purchase Price
per share (as defined below) of $3.40.  The number and character of such shares
of Common Stock and the Purchase Price per share are subject to adjustment as
provided herein.


Background.The Company agreed to issue warrants to purchase an
aggregate of up to 1,860,055 shares of Common Stock (subject to adjustment as
provided herein) in connection with the Company's private placement of up to 89
units ("Units") with each Unit consisting of (i) 20,000 shares of
Common Stock and (ii) a five-year warrant to purchase up to 20,000 shares of
Common Stock at $3.40 per share (the "Warrants").


As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:


The term "Company" includes the Company and any corporation
which shall succeed to or assume the obligations of the Company hereunder. The
term "corporation" shall include an association, joint stock company,
business trust, limited liability company or other similar organization.


The term "Common Stock" includes all stock of any class or
classes (however designated) of the Company, authorized upon the Original Issue
Date or thereafter, the Holders of which shall have the right, without
limitation as to amount, either to all or to a share of the balance of current
dividends and liquidating dividends after the payment of dividends and
distributions on any shares entitled to preference, and the Holders of which
shall ordinarily, in the absence of contingencies, be entitled to vote for the
election of a majority of directors of the Company (even though the right so to
vote has been suspended by the happening of such a contingency).


The term "Convertible Securities" means (i) options to purchase
or rights to subscribe for Common Stock, (ii) securities by their terms
convertible into or exchangeable for Common Stock or (iii) options to purchase
or rights to subscribe for such convertible or exchangeable securities.  


The term "Exchange Act" means the Securities Exchange Act of
1934 as the same shall be in effect at the time.


"Excluded Stock" shall mean shares of Common Stock issued by the
Corporation (i) reserved for employees or consultants (up to the available
incentive pool), (ii) to bona fide leasing companies, strategic partners, or
major lenders, (iii) as the purchase price in a bona fide acquisition or merger
(including reasonable fees paid in connection therewith) or (iv) upon issuance
upon conversion or exercise of the Warrants.  


The term "Holder" means any record owner of Warrants or
Underlying Securities.


The term "Nasdaq" means the Nasdaq SmallCap Market, Nasdaq
Stock Market or other principal market on which the Common Stock is traded.


The "Original Issue Date" means November 13, 2003.  


The term "Other Securities" refers to any stock (other than
Common Stock) and other securities of the Company or any other person (corporate
or otherwise) which the Holders of the Warrants at any time shall be entitled to
receive, or shall have received, upon the exercise of the Warrants, in lieu of
or in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 6 or otherwise.


The term "Purchase Price per share" means $3.40 per share, as
adjusted from time to time in accordance with the terms hereof.


The terms "registered" and "registration" refer to a
registration effected by filing a registration statement in compliance with the
Securities Act, to permit the disposition of Common Stock (or Other Securities)
issued or issuable upon the exercise of Warrants, and any post-effective
amendments and supplements filed or required to be filed to permit any such
disposition.


The term "Securities Act" means the Securities Act of 1933 as
the same shall be in effect at the time.


The term "Trading Day" means a day on which the Nasdaq or other
national exchange on which the Company's common stock is listed, is open for
trading.


The term "Underlying Securities" means any Common Stock or
Other Securities issued or issuable upon exercise of Warrants.


The term "Warrant" means, as applicable, this Warrant or each
right as set forth in this Warrant to purchase one share of Common Stock, as
adjusted.


1.Registration, etc.  The Holder shall have the rights to
registration of Underlying Securities issuable upon exercise of the Warrants
that are set forth in the Investor Rights Agreement, dated the Original Issue
Date, between the Company and the Holder (the "Investor Rights
Agreement").


2.Sale or Exercise Without Registration.  If, at the time of
any exercise, transfer or surrender for exchange of a Warrant or of Underlying
Securities previously issued upon the exercise of Warrants, such Warrant or
Underlying Securities shall not be registered under the Securities Act, the
Company may require, as a condition of allowing such exercise, transfer or
exchange, that the Holder or transferee of such Warrant or Underlying
Securities, as the case may be, furnish to the Company an opinion of counsel,
reasonably satisfactory to the Company, to the effect that such exercise,
transfer or exchange may be made without registration under the Securities Act,
provided that the disposition thereof shall at all times be within the control
of such Holder or transferee, as the case may be, and provided further that
nothing contained in this Section 2 shall relieve the Company from complying
with any request for registration pursuant to the Investor Rights Agreement. The
first Holder of this Warrant, by acceptance hereof, represents to the Company
that it is acquiring the Warrants for investment and not with a view to the
distribution thereof.


3.Exercise of Warrant. 

3.1.Exercise in Full.  Subject to the provisions
hereof, this Warrant may be exercised in full by the Holder hereof by surrender
of this Warrant, with the form of subscription at the end hereof duly executed
by such Holder, to the Company at its principal office accompanied by payment,
in cash or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock issuable upon exercise of this Warrant by the Purchase Price per share,
after giving effect to all adjustments through the date of exercise.


3.2.Partial Exercise.  Subject to the provisions
hereof, this Warrant may be exercised in part by surrender of this Warrant in
the manner and at the place provided in Section 3.1 except that the amount
payable by the Holder upon any partial exercise shall be the amount obtained by
multiplying (a) the number of shares of Common Stock (without giving effect to
any adjustment therein) designated by the Holder in the subscription at the end
hereof by (b) the Purchase Price per share.  Upon any such partial exercise, the
Company at its expense will forthwith issue and deliver to or upon the order of
the Holder hereof a new Warrant or Warrants of like tenor, in the name of the
Holder hereof or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may request, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock equal (without giving effect to
any adjustment therein) to the number of such shares called for on the face of
this Warrant minus the number of such shares designated by the Holder in the
subscription at the end hereof.


3.3 Recission. In connection with an exercise in accordance with
sections 3.1 and 3.2 above, if the Company fails to deliver to the Holder a
certificate or certificates representing the Warrant Shares or a portion thereof
by the fifth Trading Day after the date of exercise, then the Holder will have
the right to rescind such exercise. 


3.4.  Exercise by Surrender of Warrant or Shares of Common
Stock.  If at any time after the first anniversary of the Original Issue
Date there shall not be at that time in effect a registration statement under
the Securities Act registering the resale of the shares of Common Stock issuable
upon exercise of this Warrant then, in addition to the method of payment set
forth in Sections 3.1 and 3.2 and in lieu of any cash payment required
thereunder, the Holder(s) of the Warrants shall have the right at any time and
from time to time to exercise the Warrants in full or in part by surrendering
shares of Common Stock, this Warrant or other securities issued by the Company
in the manner and at the place specified in Section 3.1 as payment of the
aggregate Purchase Price per share for the Warrants to be exercised. The number
of Warrants or shares of Common Stock to be surrendered in payment of the
aggregate Purchase Price for the Warrants to be exercised shall be determined by
multiplying the number of Warrants to be exercised by the Purchase Price per
share, and then dividing the product thereof by an amount equal to the Market
Price (as defined below) . The number of shares of Common Stock or such other
securities to be surrendered in payment of the aggregate Purchase Price for the
Warrants to be exercised shall be determined in accordance with the preceding
sentence as if the other securities had been converted into Common Stock
immediately prior to exercise or, in the case the Company has issued other
securities which are not convertible into Common Stock, at the Market Price
thereof.


3.5.Definition of Market Price.  As used herein, the
phrase "Market Price" at any date shall be deemed to be (i) if the
principal trading market for such securities is an exchange, the average of the
last reported sale prices per share for the last five previous trading days in
which a sale was reported, as officially reported on any consolidated tape, (ii)
if the principal market for such securities is the over-the-counter market, the
average of the high bid prices per share on such trading days as set forth by
Nasdaq or, (iii) if the security is not quoted on Nasdaq, the average of the
high bid prices per share on such trading days as set forth in the National
Quotation Bureau sheet listing such securities for such days.  Notwithstanding
the foregoing, if there is no reported closing price or high bid price, as the
case may be, on any of the ten trading days preceding the event requiring a
determination of Market Price hereunder, then the Market Price shall be
determined in good faith by resolution of the Board of Directors of the Company,
based on the best information available to it. 


3.6.Company to Reaffirm Obligations.  The Company
will, at the time of any exercise of this Warrant, upon the request of the
Holder hereof, acknowledge in writing its continuing obligation to afford to
such Holder any rights (including, without limitation, any right to registration
of the Underlying Securities) to which such Holder shall continue to be entitled
after such exercise in accordance with the provisions of this Warrant,
provided that if the Holder of this Warrant shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford such Holder any such rights.


3.7.Certain Exercises.  If an exercise of a Warrant or
Warrants is to be made in connection with a registered public offering or sale
of the Company, such exercise may, at the election of the Holder, be conditioned
on the consummation of the public offering or sale of the Company, in which case
such exercise shall not be deemed effective until the consummation of such
transaction.




4.Delivery of Stock Certificates, etc., on Exercise.  As soon
as practicable after the exercise of this Warrant in full or in part, and in any
event within three business days thereafter, the Company at its own expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct, a
certificate or certificates for the number of fully paid and non-assessable
shares of Common Stock or Other Securities to which such Holder shall be
entitled upon such exercise, plus, in lieu of any fractional share to which such
Holder would otherwise be entitled, cash equal to such fraction multiplied by
the then current Market Price of one full share, together with any other stock
or other securities and property (including cash, where applicable) to which
such Holder is entitled upon such exercise pursuant to Section 5 or
otherwise.


5.Adjustment for Dividends in Other Stock, Property, etc.;
Reclassification, etc.  In case at any time or from time to time after the
Original Issue Date the holders of Common Stock (or, if applicable, Other
Securities) shall have received, or (on or after the record date fixed for the
determination of stockholders eligible to receive) shall have become entitled to
receive, without payment therefor

(i)other or additional stock or other securities or property
(other than cash) by way of dividend, or


(i)any cash paid or payable (including, without limitation,
by way of dividend), or


(ii)other or additional stock or other securities or property
(including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate rearrangement,



then, and in each such case the Holder of this Warrant, upon the exercise
hereof as provided in Section 3, shall be entitled to receive the amount of
stock and other securities and property (including cash in the cases referred to
in subdivisions (ii) and (iii) of this Section 5(a)) which such Holder would
hold on the date of such exercise if on the Original Issue Date such Holder had
been the Holder of record of the number of shares of Common Stock called for on
the face of this Warrant and had thereafter, during the period from the Original
Issue Date to and including the date of such exercise, retained such shares and
all such other or additional stock and other securities and property (including
cash in the cases referred to in subdivisions (ii) and (iii) of this Section
5(a)) receivable by such Holder as aforesaid during such period, giving effect
to all adjustments called for during such period by Sections 6 hereof.  If the
number of shares of Common Stock outstanding at any time after the date hereof
is decreased by a combination or reverse stock split of the outstanding shares
of Common Stock, the Purchase Price per share shall be increased, and the number
of shares of Common Stock purchasable under this Warrant shall be decreased in
proportion to such decrease in outstanding shares of Common Stock.


6.Reorganization, Consolidation, Merger, etc.  In case the
Company after the Original Issue Date shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, the Holder of this Warrant, upon the exercise hereof as provided in
Section 3 at any time after the consummation of such reorganization,
consolidation or merger or the effective date of such dissolution, as the case
may be, shall be entitled to receive (and the Company shall be entitled to
deliver), in lieu of the Underlying Securities issuable upon such exercise prior
to such consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be, if
such Holder had so exercised this Warrant immediately prior thereto, all subject
to further adjustment thereafter as provided in Sections 5 hereof. The Company
shall not effect any such reorganization, consolidation, merger or sale, unless
prior to or simultaneously with the consummation thereof, the successor
corporation resulting from such consolidation or merger or the corporation
purchasing such assets or the appropriate corporation or entity shall assume, by
written instrument, the obligation to deliver to each Holder the shares of
stock, cash, other securities or assets to which, in accordance with the
foregoing provisions, each Holder may be entitled to and all other obligations
of the Company under this Warrant. In any such case, if necessary, the
provisions set forth in this Section 6 with respect to the rights thereafter of
the Holders shall be appropriately adjusted so as to be applicable, as nearly as
may reasonably be, to any Other Securities or assets thereafter deliverable on
the exercise of the Warrants.


7.Further Assurances.  The Company will take all such action
as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable shares of stock upon the exercise of
all Warrants from time to time outstanding.


8.Certificate as to Adjustments.  In each case of any
adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable upon the exercise of the Warrants, the Company at its expense will
promptly to compute such adjustment or readjustment in accordance with the terms
of the Warrants and prepare a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based, and the number of shares of Common Stock outstanding or
deemed to be outstanding.  The Company will forthwith mail a copy of each such
certificate to each Holder.


9.Notices of Record Date, etc.  In the event of

(a)any taking by the Company of a record of its stockholders for
the purpose of determining the stockholders thereof who are entitled to receive
any dividend or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, or for the purpose of determining
stockholders who are entitled to vote in connection with any proposed capital
reorganization of the Company, any reclassification or recapitalization of the
capital stock of the Company or any transfer of all or substantially all the
assets of the Company to or consolidation or merger of the Company with or into
any other person, or


(b)any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, or


(c)any proposed issue or grant by the Company of any shares of
stock of any class or any other securities, or any right or option to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities (other than the issue of Common Stock on the exercise of the
Warrants), then and in each such event the Company will mail or cause to be
mailed to each Holder of a Warrant a notice specifying (i) the date on which any
such record is to be taken for the purpose of such dividend, distribution or
right, and stating the amount and character of such dividend, distribution or
right, (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up is to take place, and the time, if any, as of which the Holders of
record of Underlying Securities shall be entitled to exchange their shares of
Underlying Securities for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up, and (iii) the amount and
character of any stock or other securities, or rights or options with respect
thereto, proposed to be issued or granted, the date of such proposed issue or
grant and the persons or class of persons to whom such proposed issue or grant
and the persons or class of persons to whom such proposed issue or grant is to
be offered or made.  Such notice shall be mailed at least 20 days prior to the
date therein specified.



10.Reservation of Stock, etc., Issuable on Exercise of
Warrants.  The Company will at all times reserve and keep available, solely
for issuance and delivery upon the exercise of the Warrants, all shares of
Common Stock (or Other Securities) from time to time issuable upon the exercise
of the Warrants.


11.Listing on Securities Exchanges. In furtherance and not in
limitation of any other provision of this Warrant, if the Company at any time
shall list any Common Stock on any national securities exchange and shall
register such Common Stock under the Exchange Act, the Company will, at its
expense, simultaneously list on such exchange or Nasdaq, upon official notice of
issuance upon the exercise of the Warrants, and maintain such listing of all
shares of Common Stock from time to time issuable upon the exercise of the
Warrants; and the Company will so list on any national securities exchange or
Nasdaq, will so register and will maintain such listing of, any Other Securities
if and at the time that any securities of like class or similar type shall be
listed on such national securities exchange or Nasdaq by the Company.


12.Exchange of Warrants.  Subject to the provisions of Section
2 hereof, upon surrender for exchange of any Warrant, properly endorsed, to the
Company, as soon as practicable (and in any event within three business days)
the Company at its own expense will issue and deliver to or upon the order of
the Holder thereof a new Warrant or Warrants of like tenor, in the name of such
Holder or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may direct, calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
or Warrants so surrendered.


13.Replacement of Warrants.  Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the Company or, in the case of any such mutilation, upon
surrender and cancellation of such Warrant, the Company at its expense will
execute and deliver, in lieu thereof, a new Warrant of like tenor.


14.Warrant Agent.  The Company may, by written notice to each
Holder of a Warrant, appoint an agent having an office in New York, New York,
for the purpose of issuing Common Stock (or Other Securities) upon the exercise
of the Warrants pursuant to Section 3, exchanging Warrants pursuant to Section
12, and replacing Warrants pursuant to Section 13, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.


15.Remedies.  The Company stipulates that the remedies at law
of the Holder of this Warrant in the event of any default or threatened default
by the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.


16.Negotiability, etc.  Subject to Section 2 above, this
Warrant is issued upon the following terms, to all of which each Holder or owner
hereof by the taking hereof consents and agrees:

(a)subject to the provisions hereof, title to this Warrant may be
transferred by endorsement (by the Holder hereof executing the form of
assignment at the end hereof) and delivery in the same manner as in the case of
a negotiable instrument transferable by endorsement and delivery;


(b)subject to the foregoing, any person in possession of this
Warrant properly endorsed is authorized to represent himself as absolute owner
hereof and is empowered to transfer absolute title hereto by endorsement and
delivery hereof to a bona fide purchaser hereof for value; each prior taker or
owner waives and renounces all of his equities or rights in this Warrant in
favor of each such bona fide purchaser and each such bona fide purchaser shall
acquire absolute title hereto and to all rights represented hereby; and


(c)until this Warrant is transferred on the books of the Company,
the Company may treat the registered Holder hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary.



17.Notices, etc.  All notices and other communications from
the Company to the Holder of this Warrant shall be mailed by first class
registered or certified mail, postage prepaid, at such address as may have been
furnished to the Company in writing by such Holder, or, until an address is so
furnished, to and at the address of the last Holder of this Warrant who has so
furnished an address to the Company.


18.Miscellaneous.  This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought.  This Warrant is being delivered in the State of New
York and shall be construed and enforced in accordance with and governed by the
laws of such State.  The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect any of the terms hereof.


19.Assignability.  Subject to Section 2 hereof, this Warrant
is fully assignable at any time.


 

Dated: November 13, 2003

8X8, INC. 


 

By:________________________________

   Name:Bryan R. Martin

   Title: Chief Executive Officer


 

 

 

 

 

 

Attest:___________________________

            James Sullivan



















FORM OF SUBSCRIPTION


   (To be signed only upon exercise of Warrant)


To: 8X8, INC. 

The undersigned, the Holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, shares of Common Stock of 8X8, Inc., and herewith makes
payment of $________*  therefor, and requests that the certificates for such
shares be issued in the name of, and delivered to,
________________________________, whose address is ___________________________
___________________________________________________________________________.


 

Dated:__________________


 ___________________________________________

           (Signature must conform in all respects to name of Holder as
specified on the face of the Warrant)


 ___________________________________________

           (Address)


 

















*      Insert here the number of shares called for on the face of the
Warrant (or, in the case of a partial exercise, the portion thereof as to which
the Warrant is being exercised), in either case without making any adjustment
for additional Common Stock or any other stock or other securities or property
or cash which, pursuant to the adjustment provisions of the Warrant, may be
deliverable upon exercise.





















   FORM OF ASSIGNMENT


   (To be signed only upon transfer of Warrant)


For value received, the undersigned hereby sells, assigns and transfers
unto _________________________ the right represented by the within Warrant to
purchase _________ of Common Stock of 8X8, Inc. to which the within Warrant
relates, and appoints ______________________________ Attorney to transfer such
right on the books of 8X8, Inc. with full power of substitution in the premises.
The Warrant being transferred hereby is one of the Warrants issued by 8X8, Inc.
as of November 13, 2003.


Dated:______________________


 ___________________________________________

       (Signature must conform in all respects to name of Holder as
specified on the face of the Warrant)


 ___________________________________________

    
(Address)


 

















 

 ___________________________________________

       Signature guaranteed by a Bank

   or Trust Company having its

   principal office in New York City

   or by a Member Firm of the New

   York or American Stock Exchange