<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Interwoven, Inc.
-----------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-3221352
------------------------- -------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1195 West Fremont Avenue, Suite 2000
Sunnyvale, California 94087
------------------------- ----------
(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 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction
check the following box. [_] A.(d), check the following box. [x]
Securities Act registration statement file number to which this form relates:
333-83779
---------
Securities to be registered pursuant to Section 12(b) of the Act:
None
----
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
----------------------------------------
(Title of Class)
<PAGE>
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. 333-83779) as originally filed with the Securities and
Exchange Commission on July 27, 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
------- ----------------------------
3.01 Registrant's Certificate of Incorporation
(incorporated by reference to Exhibit 3.01 to the
Registration Statement).
3.02 Registrant's Amended and Restated Certificate of
Incorporation (to be filed in connection with
Registrant's reincorporation from California to
Delaware prior to consummation of its initial public
offering) (incorporated by reference to Exhibit 3.02
to the Registration Statement).
3.03 Registrant's Second Amended and Restated
Certificate of Incorporation (to be filed following
the closing of its initial public offering)
(incorporated by reference to Exhibit 3.03 to the
Registration Statement).
3.04 Registrant's Restated Bylaws (to be adopted in
connection with Registrant's reincorporation from
California to Delaware prior to consummation of its
initial public offering) (incorporated by reference
to Exhibit 3.04 to the Registration Statement).
3.05 Registrant's Certificate of Designation (to be filed
in connection with Registrant's reincorporation
from California to Delaware prior to consummation
of its initial public offering) (incorporated by
reference to Exhibit 3.05 to the Registration
Statement).
<PAGE>
4.01* Form of 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 June 10, 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.
- -----------
* To be filed by amendment
<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, thereunto duly authorized.
Dated: September 20, 1999 Interwoven, Inc.
By: /s/ David M. Allen
--------------------------------------
David M. Allen
Vice President and Chief Financial Officer
<PAGE>
Index to Exhibits
-----------------
Exhibit
Number Exhibit Title or Description
------- ----------------------------
3.01 Registrant's Certificate of Incorporation
(incorporated by reference to Exhibit 3.01 to the
Registration Statement).
3.02 Registrant's Amended and Restated Certificate of
Incorporation (to be filed in connection with
Registrant's reincorporation from California to
Delaware prior to consummation of its initial public
offering) (incorporated by reference to Exhibit 3.02
to the Registration Statement).
3.03 Registrant's Second Amended and Restated
Certificate of Incorporation (to be filed following
the closing of its initial public offering)
(incorporated by reference to Exhibit 3.03 to the
Registration Statement).
3.04 Registrant's Restated Bylaws (to be adopted in
connection with Registrant's reincorporation from
California to Delaware prior to consummation of its
initial public offering) (incorporated by reference
to Exhibit 3.04 to the Registration Statement).
3.05 Registrant's Certificate of Designation (to be filed
in connection with Registrant's reincorporation
from California to Delaware prior to consummation
of its initial public offering) (incorporated by
reference to Exhibit 3.05 to the Registration
Statement).
4.01* Form of 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 June 10, 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.
- ------------
* To be filed by amendment
