<PAGE>
As filed with the Securities and Exchange Commission on June 4, 1999.
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
AppNet Systems, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-2077860
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
6707 Democracy Boulevard, Bethesda, Maryland 20817
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. / /
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. /X/
Securities Act registration statement file number to which this form
relates: 333-75205.
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON
TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED
None None
- --------------------------------------------------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0005 par value per share
- --------------------------------------------------------------------------------
(Title of class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Common Stock, $0.0005 par value per
share, of AppNet Systems, Inc. (the "Registrant") to be registered hereunder is
contained under the caption "Description of Capital Stock" in the Prospectus
constituting a part of the Registration Statement on Form S-1 (No. 333-75205)
filed by the Registrant with the Securities and Exchange Commission on March 29,
1999, as amended, which is incorporated herein by reference as Exhibit 1.
Item 2. EXHIBITS
The following exhibits to this Registration Statement have been filed
as exhibits to the Registration Statement on Form S-1 (No. 333-75205) and are
hereby incorporated herein by reference:
1. Registration Statement on Form S-1 (No. 333-75205) filed on
March 29, 1999, as amended.
2. Form of Restated Certificate of Incorporation of the
Registrant (Exhibit 3.1 to the Registration Statement on Form
S-1 (No. 333-75205)).
3. Form of Amended and Restated Bylaws of the Registrant (Exhibit
3.2 to the Registration Statement on Form S-1 (No.
333-75205)).
4. Form of certificate of common stock of the Registrant, $0.0005
par value (Exhibit 4.1 to the Registration Statement on Form
S-1 (No. 333-75205)).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Date: June 4, 1999
APPNET SYSTEMS, INC.
By: /s/ Jack Pearlstein
----------------------------------
Jack Pearlstein
Senior Vice President, Chief Financial
Officer and Treasurer