ISHARES INC
8-A12B, 2000-07-27
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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


                             iShares, Inc.
         (Exact name of registrant as specified in its charter)

Maryland
(State of incorporation or organization)

51-0396525
(I.R.S. Employer Identification No.)

c/o PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(Address of Principal Executive Offices)  (Zip Code)

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.:
[ X ]

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:
[  ]

Securities Act registration statement file number to which this
form relates:       33-97598     (If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered:
iShares MSCI EMU Index Fund, par value    $.001 per share

Name of each exchange on which each class is to be registered:
American Stock Exchange LLC

Securities to be registered pursuant to Section 12(g) of the Act:
None


<PAGE BREAK>


ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

Reference is made to Post-Effective Amendment No. 16, filed
December 22, 1999, to the Registrant's Registration Statement on
Form N-1A (Securities Act file number 33-97598 and
Investment Company Act file number 811-9102) (the "Registration
Statement"), which is incorporated herein by reference.  The
Registrant was formerly known as WEBS Index Fund, Inc.

ITEM 2.   EXHIBITS.

Registrant's Amended and Restated Articles of Incorporation,
incorporated herein by reference to Exhibit 99.1 to Pre-Effective
Amendment No. 2 to the Registration Statement, filed March 1,
1996.

Registrant's Articles of Amendment, incorporated herein by
reference to Exhibit 1 to Post-Effective Amendment No. 2 to the
Registration Statement, filed December 27, 1996.

Registrant's Articles Supplementary, incorporated herein by
reference to Exhibit a.3 to Post-Effective Amendment No. 16 to
the Registration Statement, filed December 22, 1999.

Registrant's Amended By-Laws, incorporated herein by reference to
Exhibit 99.2 to Pre-Effective Amendment No. 2 to the Registration
Statement, filed March 1, 1996.

Registrant's Amendment No. 1 to its Amended By-Laws, incorporated
herein by reference to Exhibit (2)(A) to Post-Effective Amendment
No. 8 to the Registration Statement, filed August 21, 1997.

Form of global certificate for the iShares MSCI EMU Index Fund.


<PAGE BREAK>


                             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:   July 27, 2000

iSHARES, INC.


By:    /s/ John P. Falco
Name:  John P. Falco
Title: Assistant Secretary


<PAGE BREAK>


EXHIBIT 6

FORM OF GLOBAL CERTIFICATE FOR THE iSHARES MSCI EMU INDEX FUND

Unless this Certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to
the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede &
Co., or in such other name as requested by an authorized representative
of The Depository Trust Company (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.

COMMON STOCK    CUSIP  464286608

CERTIFICATE NO. 01   SEE REVERSE FOR CERTAIN DEFINITIONS


                           iSHARES, INC.
        INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
                   iSHARES MSCI EMU INDEX FUND

THIS IS TO CERTIFY THAT

CEDE & CO.

is the owner and registered Holder of the number of fully paid and
nonassessable shares of the common stock, par value $.001 per share
("iShares"), of the iShares MSCI EMU Index Fund of iShares, Inc., a
Maryland corporation (the "Corporation"), shown from time to time on
the records of the transfer agent thereof as represented by this
Certificate which shall be all of the outstanding iShares of the
iShares MSCI EMU Index Fund of the Corporation (other than outstanding
iShares held in registered form).  This Certificate and the iShares
Represented hereby are issued and shall be held subject to the
provisions of the General Corporation Law of the State of Maryland
and the Articles of Incorporation and By-laws of the Corporation, as
they may be amended from time to time.

THIS CERTIFICATE IS NOT VALID UNLESS MANUALLY COUNTERSIGNED AND
REGISTERED BY THE TRANSFER AGENT AND REGISTRAR.

WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.

Dated:

______________________                    _________________________
SECRETARY                                 PRESIDENT

                   TRANSFER AGENT AND REGISTRAR
                             PFPC Inc.


By:  __________________________
     Authorized Signature


<PAGE BREAK>


                              iSHARES, INC.
            INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
                        iSHARES MSCI EMU INDEX FUND

This Certificate represents all shares of common stock, par value $.001
per share ("iShares"), of the iShares MSCI EMU Index Fund of iShares,
Inc. (the "Corporation") recorded from time to time on the books of
PFPC Inc. , as transfer agent (the "Transfer Agent"), located Wilmington,
Delaware.  The registered Holder is entitled to all the rights, interests
and privileges of a stockholder as provided in the Articles of
Incorporation and By-Laws of the Corporation, as amended, which are
incorporated by reference herein.

This Certificate shall be transferable by Cede & Co. as the registered
Holder hereof by presentation and surrender hereof at the office of the
Transfer Agent, properly endorsed or accompanied by an instrument of
transfer, in form satisfactory to the Transfer Agent, and executed in
blank by the registered Holder hereof or his authorized attorney.  Except
as otherwise provided in the Articles of Incorporation, iShares
represented hereby may be redeemed by the Corporation only in
aggregations of a specified number of shares (each, a "Creation Unit")
at their net asset value next determined after receipt of a redemption
request in proper form by the Distributor thereof in kind, in cash or
a combination thereof pursuant to Article 5 of the Articles of
Incorporation, as amended in accordance with the requirements thereof,
by the registered Holder when tendered together with an instrument of
assignment and transfer duly endorsed or executed in blank, together
with an irrevocable instruction in writing to redeem the same, and the
Corporation will thereafter redeem said iShares at net asset value next
determined after receipt of  a redemption request in proper form by the
Distributor, provided that the iShares to be redeemed represented by
this Certificate shall equal one or more Creation Units of iShares as
provided in the Articles of Incorporation, as amended from time to
time.

The Corporation has authority to issue stock of more than one iShares
MSCI Index Fund (each, an "Index Series").  The Corporation will furnish
without charge to the registered Holder hereof a full statement of:
(1) the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications,
and terms and conditions of redemption of the stock of each Index Series
which the Corporation is authorized to issue; (2) the differences in the
relative rights and preferences between the iShares of each Index Series
which the Corporation is authorized to issue to the extent such rights and
preferences have been set; and (3) the authority of the Board of Directors
to set the relative rights and preferences of subsequent Index Series.

The registered Holder hereof may be required to pay taxes or other
governmental charges that may be imposed in connection with the
transfer, redemption or other surrender of this Certificate.

The Transfer Agent, notwithstanding any notice to the contrary, may
treat the person in whose name this Certificate is registered upon the
books of the Transfer Agent as the absolute owner hereof for all
purposes.

SEE CURRENT PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION
FOR FURTHER INFORMATION CONCERNING REDEMPTION OF iSHARES

For value received _______________________ hereby sells, assigns and
transfers unto _____________________  [________] (please insert Social
Security Number or other identifying number of the Assignee) all
iShares of the iShares  MSCI EMU Index Fund of iShares, Inc.
represented by the within Certificate, and does hereby irrevocably
constitute and appoint _____________________ Attorney to transfer the
said iShares on the books of the Transfer Agent  for such ___________
with full power of substitution in the  premises.


Dated:__________

_____________________
(Signature)

SIGNATURE GUARANTEED BY:

NOTICE:  The signature to this assignment must correspond with the name
as written upon the face of the within instrument in every particular
without alteration or enlargement or any change whatever.




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