8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  November 9, 2011 (November 8, 2011)

TUCOWS INC.

(Exact Name of Registrant Specified in Charter)

  Pennsylvania (State or Other Jurisdiction of Incorporation)   0-28284 (Commission File Number)   23-2707366 (I.R.S. Employer Identification No.)

96 Mowat Avenue, Toronto, Ontario, Canada, Suite 200	M6K 3M1
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:   (416) 535-0123

 Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Amendment No. 1 amends the Current Report on Form 8-K filed by Tucows Inc. (the “Company”) with the Securities and Exchange Commission on November 9, 2011 (the “Original Filing”). The Company is filing this Amendment No. 1 solely to include as Exhibit 99.2 a copy of the press release the Company issued on November 9, 2011 regarding the Company’s share purchase program.  The copy of the press release furnished as Exhibit 99.2 to the Original Filing inadvertently omitted information that was included in the press release actually issued by the Company.

Except as described above, there are no other changes or modifications to the Original Filing. The exhibit being filed hereto is deemed furnished and shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933.

Item 9.01.                      Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

Exhibit No. Description

99.2 Press Release of Tucows, Inc, dated November 9, 2011, announcing share repurchase program

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TUCOWS INC.
By:	/s/ Michael Cooperman
	Michael Cooperman
	Chief Financial Officer

Dated: November 10, 2011

Exhibit Index

Exhibit No. Description

99.2 Press Release of Tucows, Inc, dated November 9, 2011, announcing share repurchase program

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Tucows Announces $10 million Stock Buyback Program

TORONTO, November 9, 2011 - Tucows Inc. (NYSE AMEX:TCX, TSX:TC) today announced that its Board of Directors has approved a stock buyback program to repurchase up to $10 million of Tucows common stock.  Tucows has also filed a notice of intention with the Toronto Stock Exchange (“TSX”) to make a normal course issuer bid through the facilities of the TSX.  Tucows will have the option to repurchase its shares of common stock either through the facilities of the TSX or the NYSE AMEX Stock Exchange.

The notice filed with the TSX provides that Tucows may, during the twelve-month period commencing November 15, 2011 and ending November 14, 2012, repurchase up to 3,840,000 shares of its common stock, which amount represents approximately 10% of the public float of Tucows. For purposes of any repurchases made on the TSX, Tucows may only purchase up to a maximum of 1,000 shares in any daily trading session, which number represents 25% of the average daily trading volume on the TSX over the six month period ending October 31, 2011, unless the block purchase exception is relied upon.  As of November 9, 2011 there were 53,477,524 common shares outstanding. All shares purchased by Tucows under the normal course issuer bid will be cancelled.

The timing and exact number of common shares purchased will be at Tucows’ discretion and will depend on available cash and market conditions.  Tucows may suspend or discontinue the repurchases at any time, including in the event Tucows would be deemed to be making an acquisition of its own shares under Rule 13e-3 of the Securities Exchange Act of 1934, as amended. Subject to applicable securities laws and stock exchange rules, all purchases will occur through the open market and may be in large block purchases. Tucows does not intend to purchase its shares from its management team or other insiders.

While Tucows does not intend to purchase its shares from its management team or other insiders, sales by such persons through the facilities of NYSE AMEX or the TSX may occur if the circumstances of any such person or entity change or any such person or entity makes a decision unrelated to these normal course purchases. The benefits to any such person or entity whose shares are purchased would be the same as the benefits available to all other holders whose shares are purchased by Tucows in connection with the normal course issuer bid.

During Tucows’ previous stock buyback program, which ended on September 9, 2010, Tucows repurchased 3,409,300 common shares.

NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.

About Tucows

Tucows is a global Internet services company. OpenSRS manages over eleven million domain names and millions of email boxes through a reseller network of over 12,000 web hosts and ISPs. Hover is the easiest way for individuals and small businesses to manage their domain names and email addresses. YummyNames owns premium domain names that generate revenue through advertising or resale. Butterscotch.com is an online video network building on the foundation of Tucows.com. More information can be found at http://tucowsinc.com.

This news release contains, in addition to historical information, forward-looking statements related to such matters as the timing and total number of shares to be purchased under the proposed buyback program. Such statements are based on management’s current expectations and are subject to a number of uncertainties and risks, which could cause actual results to differ materially from those described in the forward-looking statements. Information about potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements included in this document are based on information available to Tucows as of the date of this document and, except to the extent Tucows may be required to update such information under any applicable securities laws, Tucows assumes no obligation to update such forward-looking statements.

TUCOWS is a registered trademark of Tucows Inc. or its subsidiaries. All other trademarks and service marks are the properties of their respective owners.

For further information:

Lawrence Chamberlain

TMX Equicom for Tucows Inc.

(416) 815-0700 ext. 257

lchamberlain@equicomgroup.com