<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
KINZAN, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 52-2241606
---------------------------------------- -------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2111 PALOMAR AIRPORT ROAD, SUITE 250
CARLSBAD, CALIFORNIA 92009
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of securities
Section 12(b) of the Exchange Act pursuant to Section 12(g) of the
and is effective pursuant to General Exchange Act and is effective
Instruction A.(c), please check the pursuant to General Instruction A.(d),
following box. / / please check the following box. /X/
Securities Act registration statement file number to which this form
relates: 333-35886
--------------------------------
(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 Registered Each Class is to be Registered
------------------------------------- ---------------------------------------
NOT APPLICABLE NOT APPLICABLE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
--------------------------------------------------------------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the common stock,
par value $0.001 per share ("Common Stock"), of Kinzan, Inc., a company
established under the laws of the State of Delaware (the "Company").
The description of the Common Stock under the sections entitled
"Description of Capital Stock" and "Shares Eligible for Future Sale" in the
prospectus contained in the Registration Statement on Form S-1 (Registration
Statement No. 333-35886) filed with the Securities and Exchange Commission (the
"Commission") on April 28, 2000, as subsequently amended (the "Registration
Statement"), is hereby incorporated by reference.
ITEM 2. EXHIBITS.
The following exhibits to this Registration Statement on Form 8-A
are incorporated by reference to the documents specified which have been or
will be filed with the Commission:
1. Certificate of Amendment of Certificate of Incorporation of the
Company, incorporated herein by reference to Exhibit 3.2 to the
Registration Statement.
2. Form of Amended and Restated Certificate of Incorporation of the
Company to become effective simultaneously with the completion of the
offering of shares of our Common Stock, incorporated herein by
reference to Exhibit 3.4 to the Registration Statement.
3. Form of Amended and Restated Bylaws of the Company to become effective
simultaneously with the completion of the offering of shares of our
Common Stock, incorporated herein by reference to Exhibit 3.5 to the
Registration Statement.
4. Form of Certificate for Common Stock, incorporated herein by reference
to Exhibit 4.1 to the Registration Statement.
5. Second Amended and Restated Investors' Rights Agreement, incorporated
herein by reference to Exhibit 4.2 to the Registration Statement.
6. Form of Warrant, incorporated herein by reference to Exhibit 4.3 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: October 4, 2000 KINZAN, INC.
By: /s/ JEFFREY P. HIGGINS
---------------------------------------
Name: Jeffrey P. Higgins
Title: Vice President and General Counsel
3
