<PAGE>
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 (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Cayenta, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-0884182
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
225 Broadway, Suite 1500, San Diego, CA 92101
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(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), please 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. /X/
Securities Act registration statement number to which 333-93789
this form relates: --------------------
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class to be so Registered: Name of Each Exchange on Which Each
Class is to be so Registered:
<S> <C>
None
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</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.001 par value
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(Title of Class)
1.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Class A Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock," commencing at
page 52 of the Prospectus included in the Registrant's Registration Statement on
Form S-1, No 333-93789 filed with the Securities and Exchange Commission (the
"Commission") on December 29, 1999 and is incorporated herein by reference.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3.1 Certificate of Incorporation. (1)
3.2 Certificate of Amendment to Certificate of Incorporation. (1)
3.3 Bylaws. (1)
4.2 Specimen Stock Certificate.
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</TABLE>
(1) Filed with the Commission as an exhibit to Registrant's
Registration Statement on Form S-1, No. 333-93789, as
amended, and incorporated herein by reference.
2.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
CAYENTA, INC.
Date: February 2, 2000 By: /s/ Nicholas J. Costanza
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Nicholas J. Costanza
Senior Vice Present, General Counsel
and Secretary
3.
<PAGE>
Exhibit 4.2
CAYENTA, INC. INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
COMMON STOCK COMMON STOCK
SEE REVERSE SIDE FOR CERTAIN DEFINITIONS AND
A STATEMENT AS TO THE RIGHTS, PREFERENCES,
PRIVILEGES AND RESTRICTIONS ON SHARES
CUSIP 21218R 10 4
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER
SHARE, OF
CAYENTA, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of the Certificate properly endorsed.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and facsimile signatures of
its duly authorized officers.
Dated:
CAYENTA, INC.
Incorporated September 16, 1997
DELAWARE
SIGNATURE TO COME SIGNATURE TO COME
Countersigned and registered:
American Stock and Transfer Co.
Transfer Agent and Registrar
Authorized Signature
<PAGE> 2
A statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights as established, from time to time, by the Certificate of
Incorporation of the Corporation and by any certificate of designation, the
number of shares constituting each class and series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge
from the Secretary of the Corporation at the principal office of the
Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF TRF MIN ACT - _________ Custodian ____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to
survivorship and not as tenants in Minors Act _____________________
common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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FOR VALUE RECEIVED, _________________________ hereby sells, assign and transfer
unto ___________________________________________________________________________
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
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- ------------------------------------------------------------------------- Shares
of the common stock represented by the within certificate and do hereby
irrevocably constitute and appoint______________________________________________
Attorney to transfer the said shares on the books of the within named
Corporation with full power of substitution in the premises.
Dated_____________________________
X___________________________________
X___________________________________
Notice: The signature(s) to this assignment
must correspond with the name(s) as
written upon the face of the
certificate in every particular,
without alteration or enlargement or
any change whatever.
Signature(s) Guaranteed:
By________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
