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 Trust ------------- (Exact name of registrant as specified in its charter) State of Delaware 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: See below 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: 333-92935 Securities to be registered pursuant to Section 12(g) of the Act: None Title of Each Class to be Registered Exchange I.R.S. Employer Identification Number iShares S&P 500 Index Fund American Stock Exchange 94-3351276 iShares Russell 1000 Index Fund American Stock Exchange 94-3351327 iShares Dow Jones U.S. Internet Index Fund American Stock Exchange 94-3351309 iShares Dow Jones U.S. Technology Sector Index Fund American Stock Exchange 94-3351314 iShares S&P 500/BARRA Growth Index Fund American Stock Exchange 94-3351277 iShares S&P 500/BARRA Value Index Fund American Stock Exchange 94-3351278 iShares S&P MidCap 400 Index Fund American Stock Exchange 94-3351279 iShares S&P SmallCap 600 Index Fund American Stock Exchange 94-3351285 iShares Russell 1000 Growth Index Fund American Stock Exchange 94-3351328 iShares Russell 1000 Value Index Fund American Stock Exchange 94-3351329 iShares Russell 2000 Index Fund American Stock Exchange 94-3351322 iShares Russell 3000 Index Fund American Stock Exchange 94-3351318 iShares Dow Jones U.S. Financial Sector Index Fund American Stock Exchange 94-3351300 iShares Dow Jones U.S. Telecommunications Sector Index Fund American Stock Exchange 94-3351316 iShares S&P Europe 350 Index Fund American Stock Exchange 94-3351288 iShares S&P/TSE 60 Index Fund American Stock Exchange 94-3351289 iShares Dow Jones U.S. Basic Materials Sector Index Fund American Stock Exchange 94-3351292 iShares Dow Jones U.S. Chemicals Index Fund American Stock Exchange 94-3351293 iShares Dow Jones U.S. Consumer Cyclical Sector Index Fund American Stock Exchange 94-3351294 iShares Dow Jones U.S. Consumer Non-Cyclical Sector Index Fund American Stock Exchange 94-3351295 iShares Dow Jones U.S. Energy Sector Index Fund American Stock Exchange 94-3351296 iShares Dow Jones U.S. Financial Services Index Fund American Stock Exchange 94-3351305 iShares Dow Jones U.S. Healthcare Sector Index Fund American Stock Exchange 94-3351306 iShares Dow Jones U.S. Industrial Sector Index Fund American Stock Exchange 94-3351307 iShares Dow Jones U.S. Real Estate Index Fund American Stock Exchange 94-3351312 iShares Dow Jones U.S. Total Market Index Fund American Stock Exchange 94-3351291 iShares Dow Jones U.S. Utilities Sector Index Fund American Stock Exchange 94-3351317 iShares S&P MidCap 400/BARRA Growth Index Fund American Stock Exchange 94-3351281 iShares S&P MidCap 400/BARRA Value Index Fund American Stock Exchange 94-3351282 iShares S&P SmallCap 600/BARRA Growth Index Fund American Stock Exchange 94-3351286 iShares S&P SmallCap 600/BARRA Value Index Fund American Stock Exchange 94-3351287 iShares Russell 2000 Growth Index Fund American Stock Exchange 94-3351324 iShares Russell 2000 Value Index Fund American Stock Exchange 94-3351325 iShares Russell 3000 Growth Index Fund American Stock Exchange 94-3351319 iShares Russell 3000 Value Index Fund American Stock Exchange 94-3351321 Item 1. Description of Registrant's Securities to be Registered Reference is made to the Registrant's Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A (Securities Act file number 333-92935 and Investment Company Act file number 811-09729) (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 being registered hereunder attached hereto as Exhibit 3. 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 TRUST Date: May 18, 2000 By:/s/Susan C. Mosher ----------------------------------------- Susan C. Mosher Secretary Exhibit 3 NUMBER SHARES [001] 000000 CAPITAL STOCK iShares _______________________ Fund A SERIES OF iShares TRUST (A Delaware Business Trust) THIS CERTIFIES that Is the holder of the current outstanding number of units of beneficial interest of the iShares ____________________ Fund (the "Fund") shown from time to time on the records of the iShares Trust, a Delaware business 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 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 shareholder as provided by the Declaration of Trust and the by-laws of the Trust 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 officers. Countersigned: INVESTORS BANK & TRUST COMPANY Dated: TRANSFER AGENT Seal iShares Trust iShares Trust _________ _______________________ By:______________________ Secretary Chief Executive Officer Authorized Signature Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") 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 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.