Total Number of Pages - 4 Index to Exhibits at Page - 4 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 CROSSWORLDS SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 94-3240149 (State of Incorporation or Organization) (IRS Employer Identification No.) 577 Airport Boulevard Suite 800 Burlingame, CA 94010 (Address of Principal Executive Offices, Including Zip Code) If this form relates to the registration of a If this form relates to the registration class of securities pursuant to Section 12(b) of a class of securities pursuant to of the Exchange Act and is effective pursuant Section 12(g) of the Exchange Act and is to General Instruction A.(c), check the effective pursuant to General following box. [_] Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: 333-96055 (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 ------------------- ------------------------------ None None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 (Title of Class) Item 1. Description of Registrant's Securities to be Registered ------------------------------------------------------- Incorporated by reference to the information set forth under the caption "Description of Capital Stock" in the Registrant's Registration Statement on Form S-1 filed on February 3, 2000 (SEC File No. 333-96055) (the "Form S-1 Registration Statement"). - -------------------------------- Item 2. Exhibits -------- The following exhibits are filed as a part of this Registration Statement: 1.* Specimen certificate for Registrant's Common Stock. 2.** Form of Amended and Restated Certificate of Incorporation of the Registrant. 3.*** Amended and Restated Bylaws of the Registrant. _____________________________________________________________________________ * Incorporated herein by reference to Exhibit 4.1 to the Form S-1 Registration Statement. ** Incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement. *** Incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement. -2- 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: March 4, 2000 CROSSWORLDS SOFTWARE, INC. By: /s/ Mark R. Kent ------------------------------------ Mark R. Kent, Chief Financial Officer (Principal Financial and Accounting Officer) -3- INDEX TO EXHIBITS Sequentially ------------ Exhibit No. Description Numbered Page - ------------ ----------- ------------- 1. Specimen certificate for Registrant's Common Stock. Incorporated by reference 2. Form of Amended and Restated Certificate of Incorporated by Incorporation of the Registrant. reference 3 Amended and Restated Bylaws of the Registrant. Incorporated by reference -4-