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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF l934
KEYNOTE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 94-3226488
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2855 CAMPUS DRIVE
SAN MATEO, CA 94403
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), check the Instruction A.(d), check the
following box. / / following box. /X/
Securities Act registration statement file number to which this form relates:
333-82781
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Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE PER SHARE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock of Registrant set forth
under the caption "Description of Capital Stock" in Registrant's Registration
Statement on Form S-1 (File No. 333-82781) as originally filed with the
Securities and Exchange Commission on July 13, 1999, or as subsequently amended
(the "REGISTRATION STATEMENT"), and in the Prospectus included in the
Registration Statement, is hereby incorporated by reference in response to this
item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein
by reference:
Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Amended and Restated Articles
of Incorporation (incorporated by reference
to Exhibit 3.01 to the Registration
Statement).
3.02 Form of Registrant's Amended and Restated
Articles of Incorporation of the Registrant
to be effective upon the closing of this
offering (incorporated by reference to
Exhibit 3.02 to the Registration Statement).
3.03 Registrant's Amended and Restated Bylaws
(incorporated by reference to Exhibit 3.03
to the Registration Statement).
4.01 Form of Specimen Certificate for the
Registrant's Common Stock (incorporated by
reference to Exhibit 4.01 to the
Registration Statement).
4.02 Third Amended and Restated Investors' Rights
Agreement, dated as of April 26, 1999
(incorporated by reference to Exhibit 4.02
of the Registration Statement).
99.01 The description of Registrant's Common Stock
set forth under the caption "Description of
Capital Stock" in the Prospectus included
in the Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 3, 1999 Keynote Systems, Inc.
By: /s/ John Flavio
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John Flavio
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Amended and Restated Articles of
Incorporation (incorporated by reference to
Exhibit 3.01 to the Registration Statement).
3.02 Form of Registrant's Amended and Restated
Articles of Incorporation of the Registrant to be
effective upon the closing of this offering
(incorporated by reference to Exhibit 3.02 to the
Registration Statement).
3.03 Registrant's Amended and Restated Bylaws
(incorporated by reference to Exhibit 3.03 to the
Registration Statement).
4.01 Form of Specimen Certificate for the Registrant's Common
Stock (incorporated by reference to Exhibit 4.01 to the
Registration Statement).
4.02 Third Amended and Restated Investors' Rights Agreement,
dated as of April 26, 1999 (incorporated by reference
to Exhibit 4.02 of the Registration Statement).
99.01 The description of Registrant's Common Stock set forth
under the caption "Description of Capital Stock" in the
Prospectus included in the Registration Statement.
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