<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on January 24, 1997
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
TTR Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 11-3223672
(State of Incorporation or organization) (I.R.S. Employer Identification No.)
2 Hanagar Street Kfar Saba, ISRAEL 44425
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a If this Form relates to the
registration of a class of debt securities and class of debt securities and is to become
is effective upon filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent registration
following box. [ ] statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2) please
check the following box. [ ]
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Exchange on Which
to be so Registered Each Class is to be Registered
None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
<PAGE>
<PAGE>
Item 1. Description of Registrant's
Securities to be Registered
The information appearing under the caption "Common Stock" in
the section titled "Description of Securities" on page 39 of the Registrant's
Amendment No. 2 to the Registration Statement on Form SB-2 (File No. 333-11829)
as filed with the Securities and Exchange Commission on January 21, 1997 and
appearing subsequently in any prospectus included in such Registration Statement
filed pursuant to Rule 424(b) under the Securities Act of 1933 is incorporated
herein by reference.
Item 2. Exhibits
1. Certificate of Incorporation of the Registrant, as amended
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form SB-2 (File No. 333-11829) as
filed with the Securities and Exchange Commission on September
15, 1996).
2. By-Laws of the Registrant, as amended (Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form SB-2 (File No. 333-11829) as filed with the
Securities and Exchange Commission on September 15, 1996).
3. Specimen Common Stock Certificate (Incorporated by
reference to Exhibit 4.3 to the Registrant's Amendment No. 1
to the Registration Statement on Form SB-2 (File No.
333-11829) as filed with the Securities and Exchange
Commission on November 27, 1996).
<PAGE>
<PAGE>
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.
TTR INC.
By: /s/ Marc D. Tokayer
----------------------
Marc D. Tokayer
President
Dated: January 24, 1997
-3-
<PAGE>
