STORAGENETWORKS INC
8-A12G, 2000-06-27
BUSINESS SERVICES, NEC
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<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 (g) of the
                        Securities Exchange Act of 1934



                             StorageNetworks, Inc.
                             --------------------
            (Exact name of registrant as specified in its charter)

            Delaware                                           04-3436145
            --------                                           ----------
    (State of incorporation                                   (IRS Employer
       or organization)                                     Identification No.)

                     100 Fifth  Avenue, Waltham, MA 02451
                     ------------------------------------
             (Address of principal executive offices)  (Zip Code)

<TABLE>
<S>                                                    <C>
If this form relates to the registration of a          If this form relates to the registration of a
class of securities pursuant to Section                class of securities pursuant to Section 12(g)
12(b) of the Exchange Act and is effective             of the Exchange Act and is effective pursuant
pursuant to General Instruction A.(c),                 to General Instruction A.(d), please check
please check the following box.   [_]                  the following box.   [x]

Securities Act registration statement file number to which this form relates:        333-31430___
                                                                                     ---------------
                                                                                     (If applicable)
</TABLE>

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
             -------------------                ------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, $0.01 par value per share
                    ---------------------------------------
                                Title of Class)
<PAGE>

Item 1:  Description of Registrant's Securities to be Registered.
         -------------------------------------------------------

The description under the heading "Description of Capital Stock" relating to the
Registrant's Common Stock, $.01 par value per share, in the Prospectus included
in the Registrant's Registration Statement on Form S-1 filed with the Securities
and Exchange Commission (the "Registration Statement on Form S-1") (File No.
333-314130) is incorporated herein by reference.

Item 2:  Exhibits.
         --------

The following exhibits are filed herewith (or incorporated by reference as
indicated below):

     1.   Restated Certificate of Incorporation of the Registrant, incorporated
          by reference to Exhibit 3.1 to the Company's Registration Statement on
          Form S-1.

     2.   Form of Amended and Restated Certificate of Incorporation of the
          Registrant, incorporated by reference to Exhibit 3.2 to the Company's
          Registration Statement on Form S-1.

     3.   Bylaws of the Registrant, incorporated by reference to Exhibit 3.3 to
          the Company's Registration Statement on Form S-1.

     4.   Form of Amended and Restated Bylaws of the Registrant, incorporated by
          reference to Exhibit 3.4 to the Company's Registration Statement on
          Form S-1.


                                   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.

                         StorageNetworks, Inc.


                         By: /s/ Dean J. Breda
                             -----------------------------
                             Dean J. Breda
                             General Counsel and Secretary

June 19, 2000


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