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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MIND C.T.I. LTD.
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(Exact name of registrant as specified in its charter)
Israel N.A.
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
Industrial Park,
Building 7, P.O. Box 144
Yoqneam Israel 20692
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(Address of principal executive offices) (Zip Code)
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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
of the Exchange Act and is effective 12(g) of the Exchange Act and
pursuant to General Instruction is effective pursuant to
A.(c), please check the following General Instruction A.(d),
box. [ ] please check the following
box. [X]
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Securities Act registration statement file number to which this form relates:
333-12266
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Securities to be registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Ordinary Shares, nominal value NIS 0.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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A description of the Ordinary Shares of MIND C.T.I. Ltd. (the "Registrant")
is set forth under the caption "Description of Ordinary Shares" on page 57 as
contained in the Prospectus included in Amendment No. 1 to the Registration
Statement on Form F-1 (File No. 333-12266) (the "Registration Statement") filed
by the Registrant with the Securities and Exchange Commission on August 2, 2000
on behalf of the Registrant, which is hereby incorporated herein by reference
for all purposes.
Item 2. Exhibits
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1. Memorandum of Association of Registrant, incorporated herein by
reference to Exhibit 3.1 of the Registration Statement.
2. Form of Articles of Association of Registrant, incorporated herein by
reference to Exhibit 3.2 of the Registration Statement.
3. Specimen of Certificate for Ordinary Shares, incorporated herein by
reference to Exhibit 4.1 of the Registration Statement.
4. Shareholders Agreement by and among MIND C.T.I. Ltd., Lior Salansky,
Monica Eisinger, ADC Teledata Communications Ltd. and the Purchasers
listed therein, dated as of March 30, 2000, incorporated herein by
reference to Exhibit 10.4 of the Registration Statement.
The Registrant hereby further incorporates by reference the description of
the Ordinary Shares included in any form of prospectus subsequently filed by the
Registrant pursuant to Rule 424(b) under the Act.
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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.
MIND C.T.I. Ltd.
By: /s/ Monica Eisinger
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Monica Eisinger
Chief Executive Officer
Dated: August 2, 2000
