<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
Network Engines, Inc.
---------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3064173
-------- ----------
(State of incorporation (IRS Employer
or organization) Identification No.)
25 Dan Road, Canton, Massachusetts 02021-2817
----------------------------------------------
(Address of principal executive offices) (Zip Code)
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 and is pursuant to Section 12(g) of the
effective pursuant to General Exchange Act and is effective
Instruction A.(c), please check the pursuant to General Instruction
following box. [_] A.(d), please check the following
box. [X]
Securities Act registration statement file number to which this 333- 34286
form relates: ----------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
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, $0.01 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, $.01 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.
333-34286) is incorporated herein by reference.
Item 2: Exhibits.
--------
The following exhibits are filed herewith (or incorporated by reference as
indicated below):
1. Amended and 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. Form of Second Amended and Restated Certificate of Incorporation of
the Registrant, incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1.
3. Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.3 to the Company's Registration Statement on
Form S-1.
4. Form of Second Amended and Restated Bylaws of the Registrant,
incorporated by reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-1.
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.
Network Engines, Inc.
By: /s/ Douglas G. Bryant
----------------------------------
Douglas G. Bryant
Vice President of Administration,
Chief Financial Officer, Treasurer and Secretary
June 21, 2000
