<PAGE>
Total Number of Pages - 4
Index to Exhibits at Page - 4
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CROSSWORLDS SOFTWARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
Delaware 94-3240149
(State of Incorporation or Organization) (IRS Employer Identification No.)
</TABLE>
577 Airport Boulevard
Suite 800
Burlingame, CA 94010
(Address of Principal Executive Offices, Including Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration of a If this form relates to the registration
class of securities pursuant to Section 12(b) of a class of securities pursuant to
of the Exchange Act and is effective pursuant Section 12(g) of the Exchange Act and is
to General Instruction A.(c), check the effective pursuant to General
following box. [_] Instruction A.(d), check the following
box. [X]
</TABLE>
Securities Act registration statement file number to which this form relates:
333-96055 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
Incorporated by reference to the information set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 filed on February 3, 2000 (SEC File No. 333-96055) (the
"Form S-1 Registration Statement").
- --------------------------------
Item 2. Exhibits
--------
The following exhibits are filed as a part of this Registration
Statement:
1.* Specimen certificate for Registrant's Common Stock.
2.** Form of Amended and Restated Certificate of Incorporation of
the Registrant.
3.*** Amended and Restated Bylaws of the Registrant.
_____________________________________________________________________________
* Incorporated herein by reference to Exhibit 4.1 to the Form S-1
Registration Statement.
** Incorporated herein by reference to Exhibit 3.1 to the Form S-1
Registration Statement.
*** Incorporated herein by reference to Exhibit 3.2 to the Form S-1
Registration Statement.
-2-
<PAGE>
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, thereto duly authorized.
Date: March 4, 2000 CROSSWORLDS SOFTWARE, INC.
By: /s/ Mark R. Kent
------------------------------------
Mark R. Kent, Chief Financial Officer
(Principal Financial and Accounting
Officer)
-3-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
------------
Exhibit No. Description Numbered Page
- ------------ ----------- -------------
<S> <C> <C>
1. Specimen certificate for Registrant's Common Stock. Incorporated by
reference
2. Form of Amended and Restated Certificate of Incorporated by
Incorporation of the Registrant. reference
3 Amended and Restated Bylaws of the Registrant. Incorporated by
reference
</TABLE>
-4-
