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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 (g) of the
Securities Exchange Act of 1934
International Integration Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 04-3169145
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(State of incorporation (IRS Employer
or organization) Identification No.)
101 Main Street, Cambridge, MA 02142
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this form
relates: 333-50889
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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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__________________________________ ________________________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
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(Title of Class)
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Item 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description under the heading "Description of Capital Stock"
relating to the Registrant's Common Stock, $.01 par value per share, in the
Prospectus included in the Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission (the "Registration Statement on
Form S-1") (File No. 333-50889) is incorporated herein by reference.
Item 2: EXHIBITS.
The following exhibits are filed herewith (or incorporated by reference
as indicated below):
1. Certificate of Incorporation of the Registrant, as amended,
incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1.
2. Amended and Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1.
3. Bylaws of the Registrant, as amended, incorporated by reference
to Exhibit 3.3 to the Company's Registration Statement on
Form S-1.
4. Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.4 to the Company's Registration Statement
on Form S-1.
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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.
INTERNATIONAL INTEGRATION INCORPORATED
By: /s/ Lawrence P. Begley
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Lawrence P. Begley
Chief Financial Officer and Treasurer
June 5, 1998
