1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BuildNet, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) North Carolina 56-1990041 - -------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 4813 Emperor Boulevard, Suite 130, Durham, North Carolina 27703 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), check the following box. [ ] 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 (if applicable): 333-32808 - -------------------------------------------------------------------------------- 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 None None - -------------------------------------------------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of class) 2 Item 1. Description of Registrant's Securities to be Registered Incorporated by reference to the section entitled "Description of Capital Stock" in the Preliminary Prospectus contained in Registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 20, 2000 (the "Form S-1"). Item 2. Exhibits The following exhibits are filed as part of this registration statement: *1. Amended and Restated Certificate of Incorporation of Registrant. **2. Form of Amended and Restated Certificate of Incorporation of Registrant. ***3. Form of Amended and Restated Bylaws of Registrant. ****4. Form of common stock certificate. - -------------------------- * Incorporated by reference to Exhibit 3.1 to the Form S-1. ** Incorporated by reference to Exhibit 3.2 to the Form S-1. *** Incorporated by reference to Exhibit 3.3 to the Form S-1. **** Incorporated by reference to Exhibit 4.1 to the Form S-1. 3 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: April 6, 2000 BUILDNET, INC. By: /s/ Stephen L. Holcombe ----------------------- Name: Stephen L. Holcombe Title: Chief Financial Officer