<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
Convergent Networks, Inc.
------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3420240
-------- ----------
(State of incorporation (IRS Employer
or organization) Identification No.)
900 Chelmsford Street, Lowell, Massachusetts 01851
---------------------------------------------------
(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 securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and is
is effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [ ] the following box. [X]
Securities Act registration statement file number to which this
form relates: 333-46840
(If applicable)
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, $0.00001 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, $0.00001 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. 333-46840) 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. Amended and Restated Certificate of Incorporation of the Registrant
(to become effective upon completion of the initial public offering of
the Company's Common Stock), incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form S-1.
3. By-laws of the Registrant, incorporated by reference to Exhibit 3.3 to
the Company's Registration Statement on Form S-1.
4. Amended and Restated By-laws of the Registrant (to become effective
upon completion of the initial public offering of the Company's Common
Stock), incorporated by reference to Exhibit 3.4 to the Company's
Registration Statement on Form S-1.
2
<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, thereto duly authorized.
Convergent Networks, Inc.
By: /s/ John C. Thibault
--------------------
John C. Thibault
President and Chief Financial Officer
November 16, 2000
3
