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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1934
CATALYTICA ENERGY SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 77-0410420
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
430 Ferguson Drive, 94043-5273
Mountain View, California
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction A(c)(1) effective simultaneously with the
please check the following box. effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box.
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which Each
Title of Each Class to be so Registered Class is to be Registered
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None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock,
par value $0.001
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Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to the section of the preliminary prospectus
headed "Description of Capital Stock" contained in the Registrant's
Registration Statement on Form S-1 as amended and supplemented from time to
time (Registration No. 333-44772) originally filed with the Commission on
August 29, 2000 (the "Registration Statement").
Item 2. Exhibits
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The following exhibits are filed as a part of this registration
statement:
3.1 Registrant's Amended and Restated Certificate of Incorporation,
to be effective upon completion of the distribution of the
Registrant's Common Stock (incorporated by reference to Exhibit
3.1 to the Registration Statement).
3.2 Registrant's Amended and Restated Bylaws, to be effective upon
completion of the distribution of the Registrant's Common Stock
(incorporated by reference to Exhibit 3.2 to the Registration
Statement).
4.1 Reference is made to Exhibits 3.1 and 3.2 above.
4.2 Stock Certificate specimen of the Registrant (incorporated by
reference to Exhibit 4.1 to the Registration Statement).
10.1 Registrant's 1995 Stock Option Plan with agreements thereunder
(incorporated by reference to Exhibit 10.1 to the Registration
Statement).
10.2 Employee Stock Purchase Plan of the Registrant (incorporated by
reference to Exhibit 10.18 to the Registration Statement).
10.3 Registrant's 1995 Stock Plan (as amended and restated on October
26, 2000) (incorporated by reference to Exhibit 10.20 to 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, thereto duly authorized.
Date: November 13, 2000 CATALYTICA ENERGY SYSTEMS, INC.
By: /s/ CRAIG N. KITCHEN
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Craig N. Kitchen
President and Chief Executive Officer
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