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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
PREDICTIVE SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3808483
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
145 Hudson Street, New York, New York 10013
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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), 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: 333-84045.
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
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<S> <C>
None None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class
to be Registered
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Common Stock, par value $.001 per share
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock, par value $.001 per share, of
the Registrant under the caption "Description of Securities"
contained in the Registrant's Registration Statement on Form S-1
(File No. 333-84045), as filed with the Securities and Exchange
Commission on July 29, 1999, as amended from time to time, is hereby
incorporated by reference.
ITEM 2. EXHIBITS.
NUMBER DESCRIPTION
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1.1 Form of Underwriting Agreement (incorporated by reference to
Exhibit 1.1 to the Registrant's Registration Statement on Form
S-1 (File No. 333-84045)).
3.1 Certificate of incorporation (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form
S-1 (File No. 333-84045)).
3.2 Form of amended and restated certificate of incorporation to be
in effect upon the closing of the offering (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-84045)).
3.3 By-laws (incorporated by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1
(File No. 333-84045)).
3.4 Form of amended and restated by-laws to be in effect upon the
closing of this offering (incorporated by reference to Exhibit
3.4 to the Registrant's Registration Statement on Form S-1 (File
No. 333-84045)).
4.1 Specimen common stock certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1 (File No. 333-84045)).
4.2 See Exhibits 3.1, 3.2, 3.3 and 3.4 for provisions of the
Certificate of Incorporation and By-laws of the Registrant
defining the rights of holders of Common Stock of the
Registrant.
4.3 Stock Purchase Warrant, dated March 5, 1999, by and between
General Atlantic Partners 54, L.P. and the Registrant
(incorporated by reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-84045)).
4.4 Stock Purchase Warrant, dated March 5, 1999, by and between Gap
Coinvestment Partners II, L.P. and the Registrant (incorporated
by reference to Exhibit 4.4 to the Registrant's Registration
Statement on Form S-1 (File No. 333-84045)).
5.1 Opinion of Brobeck, Phleger & Harrison LLP (incorporated by
reference to Exhibit 5.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-84045)).
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10.1 1999 Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Registrant's Registration Statement on
Form S-1 (File No. 333-84045)).
10.2 1999 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.2 to the Registration Statement on Form S-1
(File No. 333-84045)).
10.4 Employment Agreement, dated May 11, 1999, by and between Ronald
Pettengill and the Registrant (incorporated by reference to
Exhibit 10.4 to the Registration Statement on Form S-1 (File No.
333-84045)).
10.5 Employment Agreement, dated May 11, 1999, by and between Robert
Belau and the Registrant (incorporated by reference to Exhibit
10.5 to the Registration Statement on Form S-1 (File No.
333-84045)).
10.6 Employment Agreement, dated January 22, 1999, by and between
Kevin Holt and the Registrant (incorporated by reference to
Exhibit 10.6 to the Registration Statement on Form S-1 (File No.
333-84045)).
10.7 Registration Rights Agreement, dated March 5, 1999 (incorporated
by reference to Exhibit 10.7 to the Registration Statement on
Form S-1 (File No. 333-84045)).
10.8 Secured Promissory Note, dated August 31, 1998, in favor of
Brown Brothers Harriman & Co (incorporated by reference to
Exhibit 10.8 to the Registration Statement on Form S-1 (File No.
333-84045)).
10.9 Agreement of Lease, dated June 25, 1999, by and between the
Registrant and Polestar Fifth Property Associates LLC
(incorporated by reference to Exhibit 10.9 to the Registration
Statement on Form S-1 (File No. 333-84045)).
10.10 Development and License Agreement, dated July 29, 1998, by and
between Bear, Stearns & Co. Inc. and the Registrant
(incorporated by reference to Exhibit 10.10 to the Registration
Statement on Form S-1 (File No. 333-84045)).
10.11 Consulting Agreement, dated October 14, 1998, by and between
Pershing Division of Donaldson, Lufkin & Jenrette Securities
Corporation and the Registrant (incorporated by reference to
Exhibit 10.11 to the Registration Statement on Form S-1 (File
No. 333-84045)).
10.12 Consulting Services Agreement, dated October 15, 1998, by and
between First Union Corporation and the Registrant (incorporated
by reference to Exhibit 10.12 to the Registration Statement on
Form S-1 (File No. 333-84045)).
10.13 Strategic Partnering Agreement, dated July 30, 1999, by and
between Cabletron Systems Inc. and the Registrant (incorporated
by reference to Exhibit 10.13 to the Registration Statement on
Form S-1 (File No. 333-84045)).
10.14 Systems Integration Consulting Services Agreement, dated May 21,
1998, by and between LCI International Telecom Corp. dba Qwest
Communications Corporation and the Registrant (incorporated by
reference to Exhibit 10.14 to the Registration Statement on Form
S-1 (File No. 333-84045)).
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10.15 Amendment No. 1 to Consulting Services Agreement, dated June 21,
1999, to Systems Integration Consulting Services Agreement,
dated May 21, 1998, by and between LCI International Telecom
Corp. dba Qwest Communications Corporation and the Registrant
(incorporated by reference to Exhibit 10.15 to the Registration
Statement on Form S-1 (File No. 333-84045)).
10.16 Stock and Warrant Purchase Agreement, dated March 5, 1999, by
and among General Atlantic Partners 54, L.P., GAP Coinvestment
Partners II, L.P., the Other Purchasers named therein and the
Registrant (incorporated by reference to Exhibit 10.16 to the
Registration Statement on Form S-1 (File No. 333-84045)).
10.17 Service Agreement, dated January 1, 1999, by and between John
Wright and Predictive Limited (incorporated by reference to
Exhibit 10.17 to the Registration Statement on Form S-1 (File
No. 333-84045)).
10.18 Common Stock Purchase Agreement, dated September 16, 1999, by
and between Cisco Systems, Inc. and the Registrant (incorporated
by reference to Exhibit 10.18 to the Registration Statement on
Form S-1 (File No. 333-84045)).
10.19 Investor's Rights Agreement, dated September 16, 1999, by and
between Cisco Systems, Inc. and the Registrant (incorporated by
reference to Exhibit 10.19 to the Registration Statement on Form
S-1 (File No. 333-84045)).
10.20 Professional Services Subcontract, dated May 14, 1999, by and
between Cisco Systems, Inc. and the Registrant (incorporated by
reference to Exhibit 10.20 to the Registration Statement on Form
S-1 (File No. 333-84045)).
10.21 Common Stock Purchase Agreement, dated September 22, 1999, by
and among General Atlantic Partners 57, L.P., GAP Coinvestment
Partners II, L.P. and the Registrant (incorporated by reference
to Exhibit 10.21 to the Registration Statement on Form S-1 (File
No. 333-84045)).
10.22 Amendment No. 1 to the Registration Rights Agreement, dated
March 5, 1999, dated September 22, 1999 (incorporated by
reference to Exhibit 10.22 to the Registration Statement on Form
S-1 (File No. 333-84045)).
10.23 Employment Agreement, dated September 21, 1999 by between Gerard
Dorsey and the Registrant (incorporated by reference to Exhibit
10.23 to the Registration Statement on Form S-1 (File No.
333-84045)).
10.24 Amendment No. 1 to Common Stock Purchase Agreement, dated
September 27, 1999, by and between Cisco Systems, Inc. and the
Registrant (incorporated by reference to Exhibit 10.24
to the Registration Statement on Form S-1 (File No. 333-84045)).
23.1 Consent of Arthur Andersen LLP (incorporated by reference to
Exhibit 23.1 to the Registration Statement on Form S-1
(File No. 333-84045)).
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1).
23.3 Consent of Arthur Andersen LLP (incorporated by reference to
Exhibit 23.3
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to the Registration Statement on Form S-1 (File No. 333-84045)).
24.1 Powers of attorney (please see Signature Page) (incorporated by
reference to Exhibit 24.1 to the Registration Statement on Form
S-1 (File No. 333-84045)).
27.1 Financial Data Schedule (incorporated by reference to
Exhibit 27.1 to the Registration Statement on Form S-1
(File No. 333-84045)).
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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.
PREDICTIVE SYSTEMS, INC.
(Registrant)
Date: October 26, 1999 By: /S/ RONALD PETTENGILL
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President, Chief Executive
Officer and Chairman of the
Board of Directors
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