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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
THE TRIZETTO GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-0761159
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
567 San Nicolas Drive, Suite 360
Newport Beach, California 92660
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(Address of Principal Executive Offices) (Zip Code)
Securities Act registration statement file number
to which this Form relates: 333-84533
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
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None Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $.001 par value Nasdaq National Market
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
See "Description of Capital Stock" and "Shares Eligible for Future
Sale" in the preliminary prospectus of the Registrant, incorporated by reference
from the Registration Statement on Form S-1 of Registrant, Registration No.
333-84533, filed with the Securities and Exchange Commission on August 5, 1999.
Item 2. Exhibits
The following documents included as exhibits, as indicated, to
Registrant's Registration Statement on Form S-1, as amended, Registration No.
333-84533, filed with the Securities and Exchange Commission on August 5, 1999,
are incorporated herein by reference.
EXHIBIT NO. DESCRIPTION
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3.1 Amended and Restated Certificate of Incorporation of the
Registrant, as in effect.
3.2 Form of Amended and Restated Certificate of Incorporation of the
Registrant, to be adopted prior to the closing of the offering
made under this Registration Statement.
3.3 Amended and Restated Bylaws of the Registrant, as in effect.
3.4 Amended and Restated Bylaws of the Registrant, to be adopted
prior to the closing of the offering made under this Registration
Statement.
4.1 Specimen common stock certificate.
10.1 1998 Stock Option Plan.
10.2 Form of 1998 Incentive Stock Option Agreement.
10.3 Form of 1998 Non-Qualified Stock Option Agreement.
10.4 1999 Employee Stock Purchase Plan.
10.8 First Amended and Restated Investor Rights Agreement, dated April
9, 1999 among Raymond Croghan, Jeffrey Margolis, the Registrant
and Series A and Series B Preferred Stockholders.
10.19 Form of Restricted Stock Purchase Agreement between the
Registrant and certain employees.
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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.
THE TRIZETTO GROUP, INC.
By: /s/ Jeffrey H. Margolis
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Jeffrey H. Margolis
Chairman of the Board, President
and Chief Executive Officer
Dated: September 30, 1999
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