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 VANGUARD INTERNATIONAL EQUITY INDEX FUNDS (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) STATE OF DELAWARE SEE BELOW - ------------------------- --------------------------- (STATE OF INCORPORATION OF ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.) C/O VANGUARD INTERNATIONAL EQUITY INDEX FUNDS P.O. BOX 2600 19482 VALLEY FORGE, PA (ZIP CODE) - -------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Securities to be registered pursuant to Section 12(b) of the Act: I.R.S. Employer Title of each class to be registered: Exchange Identification Number Vanguard European Stock Index Fund American Stock Exchange 23-2590839 Vanguard Pacific Stock Index Fund American Stock Exchange 23-2582763 Vanguard Emerging Markets Stock Index Fund American Stock Exchange 23-2755204 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: 33-32548 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 Nos. 44 and 46 to the Registration Statement on Form N-1A (Securities Act file number 33-32548 and Investment Company Act file number 811-05972, respectively (collectively, the "Registration Statement")), which is incorporated herein by reference. ITEM 2. EXHIBITS 1. Registrant's Agreement and Declaration of Trust, incorporated herein by reference to Exhibit (a) to the Registration Statement. 2. Registrant's Amended and Restated By-Laws, incorporated herein by reference to Exhibit (b) to the Registration Statement. 3. Form of Global Certificate for the Registrant's Securities 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. VANGUARD INTERNATIONAL EQUITY INDEX FUNDS DATE: February 25, 2005 By: /s/ R. Gregory Barton -------------------------- R. Gregory Barton Secretary NUMBER [001] CAPITAL STOCK Vanguard Index Participation Equity Receipts ("VIPERs") Vanguard European Stock Index Fund A SERIES of the VANGUARD INTERNATIONAL EQUITY INDEX FUNDS (A Delaware Statutory Trust) THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding number of VIPER Shares issued by the Vanguard European Stock Index Fund (the "Fund") shown from time to time on the records of the Vanguard International Equity Index Funds, a Delaware statutory trust (the "Trust"), as represented by this certificate of the Trust, transferable only on the books and records of the Trust by the holder hereof in person or by duly authorized attorney-in-fact upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the transfer agent of the Trust. The registered holder of this Certificate is entitled to all the rights, interest and privileges of a holder of VIPER Shares as provided by the Declaration of Trust, the by-laws of the Trust, and the Vanguard Funds Multiple Class Plan as from time to time amended, which are incorporated by reference herein. This Certificate is executed on behalf of the Trust and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually, but are binding only upon the assets and property of the Fund. IN WITNESS WHEREOF, the said Trust has caused this Certificate to be signed by its duly authorized officer. Countersigned: Dated:__________________ BROWN BROTHERS HARRIMAN & CO. VANGUARD INTERNATIONAL (the Transfer Agent) EQUITY INDEX FUNDS (the Trust) By: /s/ John J. Brennan ----------------------------- Authorized Signature Chairman and Chief Executive Officer Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or its transfer 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 is requested by an authorized representative of DTC (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 inasmuch as the registered owner hereof, Cede & Co., has an interest herein. NUMBER [001] CAPITAL STOCK Vanguard Index Participation Equity Receipts ("VIPERs") Vanguard Pacific Stock Index Fund A SERIES of the VANGUARD INTERNATIONAL EQUITY INDEX FUNDS (A Delaware Statutory Trust) THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding number of VIPER Shares issued by the Vanguard Pacific Stock Index Fund (the "Fund") shown from time to time on the records of the Vanguard International Equity Index Funds, a Delaware statutory trust (the "Trust"), as represented by this certificate of the Trust, transferable only on the books and records of the Trust by the holder hereof in person or by duly authorized attorney-in-fact upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the transfer agent of the Trust. The registered holder of this Certificate is entitled to all the rights, interest and privileges of a holder of VIPER Shares as provided by the Declaration of Trust, the by-laws of the Trust, and the Vanguard Funds Multiple Class Plan as from time to time amended, which are incorporated by reference herein. This Certificate is executed on behalf of the Trust and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually, but are binding only upon the assets and property of the Fund. IN WITNESS WHEREOF, the said Trust has caused this Certificate to be signed by its duly authorized officer. Countersigned: Dated:__________________ BROWN BROTHERS HARRIMAN & CO. VANGUARD INTERNATIONAL (the Transfer Agent) EQUITY INDEX FUNDS (the Trust) By: /s/ John J. Brennan ------------------------------ Authorized Signature Chairman and Chief Executive Officer Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or its transfer 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 is requested by an authorized representative of DTC (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 inasmuch as the registered owner hereof, Cede & Co., has an interest herein. NUMBER [001] CAPITAL STOCK Vanguard Index Participation Equity Receipts ("VIPERs") Vanguard Emerging Markets Stock Index Fund A SERIES of the VANGUARD INTERNATIONAL EQUITY INDEX FUNDS (A Delaware Statutory Trust) THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding number of VIPER Shares issued by the Vanguard Emerging Markets Stock Index Fund (the "Fund") shown from time to time on the records of the Vanguard International Equity Index Funds, a Delaware statutory trust (the "Trust"), as represented by this certificate of the Trust, transferable only on the books and records of the Trust by the holder hereof in person or by duly authorized attorney-in-fact upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the transfer agent of the Trust. The registered holder of this Certificate is entitled to all the rights, interest and privileges of a holder of VIPER Shares as provided by the Declaration of Trust, the by-laws of the Trust, and the Vanguard Funds Multiple Class Plan as from time to time amended, which are incorporated by reference herein. This Certificate is executed on behalf of the Trust and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually, but are binding only upon the assets and property of the Fund. IN WITNESS WHEREOF, the said Trust has caused this Certificate to be signed by its duly authorized officer. Countersigned: Dated:__________________ BROWN BROTHERS HARRIMAN & CO. VANGUARD INTERNATIONAL (the Transfer Agent) EQUITY INDEX FUNDS (the Trust) By: /s/ John J. Brennan ------------------------------- Authorized Signature Chairman and Chief Executive Officer Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or its transfer 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 is requested by an authorized representative of DTC (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 inasmuch as the registered owner hereof, Cede & Co., has an interest herein.