<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
DOUBLETWIST, INC.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-3715560
---------------------------------------- ------------------------------------
(State of incorporation or organization) (I.R.S. employer identification no.)
1999 Harrison Street, Suite 1100, Oakland, CA 94612
--------------------------------------------------------------------------------
(Address of principal executive office) (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:
333-45086
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class to be So Registered Which Each Class is to be Registered
--------------------------------------- ------------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value Per Share
--------------------------------------
(Title of Class)
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to the section entitled "Description of
Capital Stock" in the Prospectus contained in the registrant's Registration
Statement on Form S-1, File No. 333-45086 as originally filed with the
Securities and Exchange Commission on September 1, 2000 or as subsequently
amended (the "Registration Statement").
Item 2. EXHIBITS
The following exhibits are filed as a part of this registration
statement:
Exhibit No. Description
----------- -----------
(1) Amended and Restated Certificate of Incorporation, as
currently in effect (incorporated by reference to
Exhibit 3.1 to the Registration Statement).
(2) Certificate of Amendment to Amended and Restated
Certificate of Incorporation to be effective prior to
completion of the offering (incorporated by reference
to Exhibit 3.2 to the Registration Statement).
(3) Amended and Restated Certificate of Incorporation to
be effective upon completion of the offering
(incorporated by reference to Exhibit 3.3 to the
Registration Statement).
(4) Bylaws of the registrant as currently in effect
(incorporated by reference to Exhibit 3.4 to the
Registration Statement).
(5) Bylaws of the registrant to be in effect upon
completion of the offering (incorporated by reference
to Exhibit 3.5 to the Registration Statement).
(6) Amended and Restated Investors' Rights Agreement
dated July 6, 2000 (incorporated by reference to
Exhibit 10.1 to the Registration Statement).
(7) Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Registration
Statement).
-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.
Date: September 19, 2000 DOUBLETWIST, INC.
By: /s/ John D. Couch
--------------------------------------
John D. Couch
President, Chief Executive Officer and
Chairman of the Board of Directors
-3-
