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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 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
KPMG Consulting, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3680505
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(State of Incorporation or Organization) (IRS Employer Identification No.)
1676 International Drive, McLean, Virginia 22102
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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), please check the following box. [X]
Securities Act registration statement file number to which
this form relates: 333-36328
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(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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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Title of Class
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Common Stock, par value $.01 per
share, appearing under the heading "Description of Capital Stock" in the
Registrant's Preliminary Prospectus, dated May 5, 2000, included in its
Registration Statement on Form S-1, as filed with the Securities and Exchange
Commission (File No. 333-36328), is incorporated herein by reference. Any
subsequent amendment or any report filed for the purpose of updating the
description, and any description of the Registrant's Common Stock appearing
under the heading "Description of Capital Stock" in the Prospectus to be filed
pursuant to Rule 424(b) under the Securities Act, relating to the Registration
Statement No. 333-36328, are deemed to be incorporated herein by reference.
There is no established public trading market for the Common Stock. The
Registrant intends to make an application for quotation of the Common Stock on
the Nasdaq National Market.
ITEM 2. EXHIBITS.
Exhibit No. Description
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1. The Registrant's Amended and Restated Certificate of
Incorporation is hereby incorporated by reference to Exhibit
3.1 to the Registrant's Registration Statement on Form S-1
(File No. 333-36328).
2. The Registrant's Amended and Restated Bylaws are hereby
incorporated by reference to Exhibit 3.2 to the Registrant's
Registrant's Registration Statement on Form S-1 (File No.
333-36328).
3. The Registrant's Certificate of Designation for the Series A
Mandatorily Redeemable Convertible Preferred Stock is hereby
incorporated by reference to Exhibit 3.3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-36328).
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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.
KPMG Consulting, Inc.
Dated: August 18, 2000 By: /s/ David W. Black
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Name: David W. Black
Title: Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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1. The Registrant's Amended and Restated Certificate of
Incorporation is hereby incorporated by reference to Exhibit
3.1 to the Registrant's Registration Statement on Form S-1
(File No. 333-36328).
2. The Registrant's Amended and Restated Bylaws are hereby
incorporated by reference to Exhibit 3.2 to the Registrant's
Registrant's Registration Statement on Form S-1 (File No.
333-36328).
3. The Registrant's Certificate of Designation for the Series A
Manditorily Redeemable Convertible Preferred Stock is hereby
incorporated by reference to Exhibit 3.3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-36328).
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