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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
TSI INTERNATIONAL SOFTWARE LTD.
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(Exact name of registrant as specified in its charter)
DELAWARE 06-1132156
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(State of incorporation or organization) (I.R.S. Employer
Identification Number)
45 DANBURY ROAD
WILTON, CT 06897
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE.
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock of Registrant set forth under the
caption "Description of Capital Stock" in Registrant's Registration Statement on
Form S-1 (File No. 333-27293) as originally filed with the Securities and
Exchange Commission on May 16, 1997, as amended on June 6, 1997, or as
subsequently amended (the "Registration Statement"), and in the Prospectus
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included in the Registration Statement, is hereby incorporated by reference in
response to this item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Certificate of Incorporation (incorporated by
reference to Exhibit 3.01 to the Registration Statement).
3.02 Registrant's Form of Amended and Restated Certificate of
Incorporation to be effective immediately after the closing
of the offering made pursuant to the Registration Statement
(incorporated by reference to Exhibit 3.02 to the
Registration Statement).
3.03 Registrant's Bylaws (incorporated by reference to Exhibit
3.03 to the Registration Statement).
4.01 Form of Specimen Stock Certificate (incorporated by reference
to Exhibit 4.01 to the Registration Statement)
4.02 Stockholders Agreement dated as of June 1, 1989, as amended
(incorporated by reference to Exhibit 4.02 to the
Registration Statement).
4.03 1989 Stock Purchase Agreement dated as of June 1, 1989, as
amended (incorporated by reference to Exhibit 4.03 to the
Registration Statement).
99.01 The description of Registrant's capital stock set forth under
the caption "Description of Capital Stock" on pages 54 and 55
of the Prospectus included in, and incorporated by reference
to, the Registration Statement.
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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, thereunto duly authorized.
Dated: June 6, 1997 TSI International Software Ltd.
By: /s/ Ira Gerard
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Ira Gerard
Vice President, Finance and Administration
Chief Financial Officer and Secretary
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Certificate of Incorporation (incorporated by
reference to Exhibit 3.01 to the Registration Statement).
3.02 Registrant's Form of Amended and Restated Certificate of
Incorporation to be effective immediately after the closing of the
offering made pursuant to the Registration Statement (incorporated
by reference to Exhibit 3.02 to the Registration Statement).
3.03 Registrant's Bylaws (incorporated by reference to Exhibit 3.03 to
the Registration Statement).
4.01 Form of Specimen Stock Certificate (incorporated by reference to
Exhibit 4.01 to the Registration Statement).
4.02 Stockholders Agreement dated as of June 1, 1989, as amended
(incorporated by reference to Exhibit 4.02 to the Registration
Statement).
4.03 1989 Stock Purchase Agreement dated as of June 1, 1989, as amended
(incorporated by reference to Exhibit 4.03 to the Registration
Statement).
99.01 The description of Registrant's capital stock set forth under the
caption "Description of Capital Stock" on pages 54 and 55 of the
Prospectus included in, and incorporated by reference to, the
Registration Statement.
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