-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RDXOjE/lcR8IKp4xUDjCTraMpeoiAU1EDNQVYEC4soNeCd9gnundwAZpbNZLCOzh Gm68KBUhnagn3KgLCnagyQ== 0001021408-03-001491.txt : 20030203 0001021408-03-001491.hdr.sgml : 20030203 20030203164412 ACCESSION NUMBER: 0001021408-03-001491 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISHARES INC CENTRAL INDEX KEY: 0000930667 IRS NUMBER: 510396525 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-11653 FILM NUMBER: 03536856 BUSINESS ADDRESS: STREET 1: 400 BELLEVUE PKWAY CITY: WILMINGTON STATE: DE ZIP: 19809 BUSINESS PHONE: 800-810-93 FORMER COMPANY: FORMER CONFORMED NAME: FOREIGN FUND INC DATE OF NAME CHANGE: 19950524 FORMER COMPANY: FORMER CONFORMED NAME: WEBS INDEX FUND INC DATE OF NAME CHANGE: 19970211 8-A12B 1 d8a12b.txt FORM 8-A12B FOR ISHARES INC. 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 See Below --------------------------------------------- ----------------------- (State of incorporation or organization) (IRS Employer Identification No.) c/o Investors Bank and Trust Company 200 Clarendon Street, Boston, MA 02116 --------------------------------------------- ----------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Exchange on which I.R.S. Employer to be Registered: each Class is to be Identification Number: registered: iShares MSCI South Africa American Stock Exchange 32-0054531 Index Fund, par value $.001 per share 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: 333-97598 Securities to be registered pursuant to Section 12(g) of the Act: None. Item 1. Description of Registrant's Securities to be registered: Reference is made to the Registrant's Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A filed November 19, 2002 (Securities Act file number 333-97598 and Investment Company Act file number 811-09102), which is incorporated herein by reference. Item 2. Exhibits A. 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. B. 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. C. 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. D. Registrant's Articles of Amendment, incorporated herein by reference to Exhibit a.4 to Post-Effective Amendment No. 17 to the Registration Statement, filed November 3, 2000. E. Registrant's Articles Supplementary, incorporated herein by reference to Exhibit a.3 to Post-Effective Amendment No. 19 to the Registration Statement, filed on July 16, 2001. F. Registrant's Articles Supplementary, dated September 17, 2001 is filed herewith. G. Registrant's Articles of Amendment, dated December 28, 2001 is filed herewith. H. 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. I. 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. J. Form of global certificate for the iShares MSCI South Africa Index Fund is filed herewith. 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. iShares, Inc. Date: February 3, 2003 By: /s/ Sandra I. Madden ------------------------ Sandra I. Madden Assistant Secretary EX-99.(F) 3 dex99f.txt REGISTRANT'S ARTICLES SUPPLEMENTARY, DATED 9/18/01 Exhibit F ARTICLES SUPPLEMENTARY TO THE ARTICLES OF INCORPORATION OF iSHARES, INC. iShares, Inc., a Maryland corporation having its principal office in Baltimore, Maryland (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the filing of these Articles Supplementary (i) the Corporation was authorized to issue ten billion nine hundred million (10,900,000,000) shares of capital stock designated as Common Stock and having a par value of one tenth of one cent ($.001) per share for an aggregate par value of ten million nine hundred thousand dollars ($10,900,000), (ii) 9,099,425,000 authorized shares of Common Stock were previously classified by the Board of Directors and were allocated among the Corporation's twenty-eight series as follows: iShares MSCI Australia Index Fund 127,800,000 iShares MSCI Austria Index Fund 19,800,000 iShares MSCI Belgium Index Fund 136,200,000 iShares MSCI Brazil (Free) Index Fund 500,000,000 iShares MSCI Canada Index Fund 340,200,000 iShares MSCI EMU Index Fund 500,000,000 iShares MSCI France Index Fund 340,200,000 iShares MSCI Germany Index Fund 382,200,000 iShares MSCI Greece Index Fund 200,000,000 iShares MSCI Hong Kong Index Fund 191,400,000 iShares MSCI Indonesia (Free) Index Fund 200,000,000 iShares MSCI Italy Index Fund 63,600,000 iShares MSCI Japan Index Fund 2,124,600,000 iShares MSCI Malaysia (Free) Index Fund 127,800,000 iShares MSCI Mexico (Free) Index Fund 255,000,000 iShares MSCI Netherlands Index Fund 255,000,000 iShares MSCI Portugal Index Fund 200,000,000 iShares MSCI Singapore (Free) Index Fund 191,400,000 iShares MSCI South Africa Index Fund 200,000,000 iShares MSCI South Korea Index Fund 200,000,000 iShares MSCI Spain Index Fund 127,800,000 iShares MSCI Sweden Index Fund 63,600,000 iShares MSCI Switzerland Index Fund 318,625,000 iShares MSCI Taiwan Index Fund 200,000,000 iShares MSCI Thailand (Free) Index Fund 200,000,000 iShares MSCI Turkey Index Fund 200,000,000 iShares MSCI United Kingdom Index Fund 934,200,000 iShares MSCI USA Index Fund 500,000,000 and (iii) the remaining 1,800,575,000 authorized shares of Common Stock were undesignated as to series. SECOND: Acting pursuant to authority granted to the Board of Directors in Article FIFTH of the Corporation's Articles of Incorporation, as amended, Section 2-105(a) of the Maryland General Corporation Law to classify and reclassify authorized but unissued shares of its Common Stock, and Section 2-105(c) of the Maryland General Corporation Law to increase or decrease the aggregate number of shares of its Common Stock, the Board of Directors has (i) increased the number of shares of Common Stock, par value one tenth of one cent per share ($.001), the Corporation has the authority to issue by two billion (2,000,000,000) shares, i.e., from ten billion nine hundred million (10,900,000,000) shares to twelve billion nine hundred million (12,900,000,000) shares, (ii) designated the following named series of Common Stock; iShares MSCI All Country Far East (Free) Ex Japan Index Fund, iShares MSCI All Country World Index Fund, iShares MSCI Emerging Markets (Free) Index Fund, iShares MSCI Emerging Markets Latin America Index Fund, iShares MSCI Europe Index Fund, iShares MSCI Israel Index Fund and iShares MSCI Pacific Ex Japan Index Fund and (iii) provided for the issuance of shares of each of the series described in item (ii) above. Each series so designated shall consist, until further changed, of the number of shares allocated to such series by the Board of Directors as set forth below: iShares MSCI All Country Far East (Free) Ex Japan Index Fund 500,000,000 iShares MSCI All Country World Index Fund 500,000,000 iShares MSCI Emerging Markets (Free) Index Fund 500,000,000 iShares MSCI Emerging Markets Latin America Index Fund 500.000,000 iShares MSCI Europe Index Fund 500,000,000 iShares MSCI Israel Index Fund 500,000,000 iShares MSCI Pacific Ex Japan Fund 500,000,000
with the result that the authorized shares of Common Stock are now allocated as follows: iShares MSCI All Country Far East (Free) Ex Japan Index Fund 500,000,000 iShares MSCI All Country World Index Fund 500,000,000 iShares MSCI Australia Index Fund 127,800,000 iShares MSCI Austria Index Fund 19,800,000 iShares MSCI Belgium Index Fund 136,200,000 iShares MSCI Brazil (Free)Index Fund 500,000,000 iShares MSCI Canada Index Fund 340,200,000 iShares MSCI Emerging Markets (Free) Index Fund 500,000,000 iShares MSCI Emerging Markets Latin America Index Fund 500,000,000 iShares MSCI EMU Index Fund 500,000,000 iShares MSCI Europe Index Fund 500,000,000 iShares MSCI France Index Fund 340,200,000
iShares MSCI Germany Index Fund 382,200,000 iShares MSCI Greece Index Fund 200,000,000 iShares MSCI Hong Kong Index Fund 191,400,000 iShares MSCI Indonesia (Free) Index Fund 200,000,000 iShares MSCI Israel Index Fund 500,000,000 iShares MSCI Italy Index Fund 63,600,000 iShares MSCI Japan Index Fund 2,124,600,000 iShares MSCI Malaysia (Free) Index Fund 127,800,000 iShares MSCI Mexico (Free) Index Fund 255,000,000 iShares MSCI Netherlands Index Fund 255,000,000 iShares MSCI Pacific Ex Japan Index Fund 500,000,000 iShares MSCI Portugal Index Fund 200,000,000 iShares MSCI Singapore (Free) Index Fund 191,400,000 iShares MSCI South Africa Index Fund 200,000,000 iShares MSCI South Korea Index Fund 200,000,000 iShares MSCI Spain Index Fund 127,800,000 iShares MSCI Sweden Index Fund 63,600,000 iShares MSCI Switzerland Index Fund 318,625,000 iShares MSCI Taiwan Index Fund 200,000,000 iShares MSCI Thailand (Free) Index Fund 200,000,000 iShares MSCI Turkey Index Fund 200,000,000 iShares MSCI United Kingdom Index Fund 934,200,000 iShares MSCI USA Index Fund 500,000,000 and the remaining 300,575,000 authorized shares of Common Stock remain undesignated as to series. THIRD: The terms of the shares of each series of Common Stock designated above are as set forth in the Corporation's Articles of Incorporation filed with the State Department of Assessments and Taxation of Maryland on September 1, 1994, as amended by Articles of Amendment dated February 29, 1996, Articles Supplementary dated December 9, 1999 and Articles of Amendment dated May 12, 2000. FOURTH: The Corporation is registered as an open-end management investment company under the Investment Company Act of 1940. FIFTH: After giving effect to the foregoing, the total number of shares of capital stock that the Corporation has authority to issue is twelve billion nine hundred million (12,900,000,000) shares of its Common Stock, par value one tenth of one cent per share ($.001), for an aggregate par value of twelve million nine hundred thousand ($12,900,000) dollars. IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Assistant Secretary and witnessed by its Assistant Treasurer on September 17, 2001. WITNESS: iSHARES, INC. By: /s/ Jo Anne Bennick By: /s/ John P. Falco ---------------------------------- ------------------------------- Name: Jo Anne Bennick Name: John P. Falco Title: Assistant Treasurer Title: Assistant Secretary THE UNDERSIGNED, Assistant Secretary of iShares, Inc., who executed on behalf of the Corporation Articles Supplementary of which this certificate is made a part, hereby acknowledges in the name and on behalf of the Corporation the foregoing Articles Supplementary to be the corporate act of the Corporation and hereby certifies that the matters and facts set forth herein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. /s/ John P. Falco ------------------------------------ Name: John P. Falco EX-99.(G) 4 dex99g.txt REGISTRANT'S ARTICLES OF AMENDMENT, DATED 12/28/01 Exhibit G ARTICLES OF AMENDMENT TO CHARTER OF iSHARES, INC. THIS IS TO CERTIFY that iSHARES, INC., a Maryland corporation, having its principal office in Baltimore, Maryland (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The name of each of the "iShares MSCI Brazil (Free) Index Fund", the "iShares MSCI Malaysia (Free) Index Fund", the "iShares MSCI Mexico (Free) Index Fund", and the "iShares MSCI Singapore (Free) Index Fund" is amended to delete the "(Free)" from each series' name with the effect that the name of each such series is as follows: iShares MSCI Brazil Index Fund iShares MSCI Malaysia Index Fund iShares MSCI Mexico Index Fund iShares MSCI Singapore Index Fund SECOND: The foregoing amendment does not change the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the capital stock of the Corporation. THIRD: A majority of the entire Board of Directors of the Corporation approved the foregoing amendments to the Charter of the Corporation and duly adopted a resolution in which were set forth the foregoing amendments to the Charter of the Corporation, declaring that said amendments of the Charter as proposed were advisable. FOURTH: The foregoing amendments to the Charter of the Corporation are limited to changes expressly permitted by (S)2-605(a)(1) and (a)(2) of the General Corporation Law of Maryland to be made without action by stockholders and the Corporation is registered as an open-end company under the Investment Company Act of 1940, as amended. IN WITNESS WHEREOF, iSHARES, Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Assistant Secretary on December 28, 2001. iSHARES, INC. WITNESS: /s/ John P. Falco By: /s/ Nathan Most - ------------------------ ---------------------- John P. Falco Nathan Most Assistant Secretary President THE UNDERSIGNED, President of iSHARES, INC., who executed on behalf of the Corporation the foregoing amendments to the Charter of which this Certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing amendments to the Charter to be the corporate act of said Corporation and hereby certifies that the matters and facts set forth herein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. /s/ Nathan Most -------------------------- Name: Nathan Most -2- EX-99.(J) 5 dex99j.txt GLOBAL CERTIFICATE FOR ISHARES SOUTH AFRICA FUND Exhibit J Form of Global Certificate For The iShares MSCI South Africa 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: 464286780 Certificate No. 01 See Reverse for Certain Definitions iShares, Inc. Incorporated Under The Laws of the State of Maryland iShares MSCI South Africa 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 South Africa 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 South Africa 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 Investors Bank and Trust Company By:_________________________________ Authorized Signature iShares, Inc. Incorporated Under The Laws of the State of Maryland iShares MSCI South Africa Index Fund This Certificate represents all shares of common stock, par value $.001 per share ("iShares"), of the iShares MSCI South Africa Index Fund of iShares, Inc. (the "Corporation"), recorded from time to time on the books of Investors Bank and Trust Company, as transfer agent (the "Transfer Agent"), located in Boston, Massachusetts. 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 South Africa 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. -----END PRIVACY-ENHANCED MESSAGE-----