SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

 
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                              SEPTEMBER 17, 1998
               Date of report (Date of earliest event reported)

                     WAVE TECHNOLOGIES INTERNATIONAL, INC.
              (Exact Name of Registrant as Specified in Charter)

                                   MISSOURI
                (State or other jurisdiction of incorporation)

              0-24454                               43-1481443
       (Commission File No.)            (IRS employer identification no.)


10845 OLIVE BOULEVARD, SUITE 250, ST. LOUIS, MISSOURI            63141
      (Address of principal executive offices)                 (Zip code)

Registrant's telephone number, including area code: (314)995-5767

ITEM 5. OTHER EVENTS

     Adoption of Shareholder Rights Plan.

     On September 17, 1998, the Board of Directors of Wave Technologies
International, Inc. (the "Company") declared a dividend of one right to purchase
preferred stock ("Right") for each outstanding share of the Company's Common
Stock, par value $0.50 per share ("Common Stock"), to shareholders of record at
the close of business on September 28, 1998. Each Right entitles the registered
holder to purchase from the Company a unit consisting of one one-thousandth of a
share (a "Fractional Share") of Series B Junior Participating Preferred Stock,
no par value per share (the "Preferred Stock"), at a purchase price of $25.00
per Fractional Share, subject to adjustment (the "Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement dated as
of September 17, 1998, as it may from time to time be supplemented or amended
(the "Rights Agreement") between the Company and ChaseMellon Shareholder
Services, as Rights Agent.

     Initially, the Rights will be attached to all certificates representing
outstanding shares of Common Stock, and no separate certificates for the Rights
("Rights Certificates") will be distributed. The Rights will separate from the
Common Stock and a "Distribution Date" will occur, with certain exceptions, upon
the earlier of (i) ten days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the date of the announcement being the
"Stock Acquisition Date"), or (ii) ten business days following the commencement
of a tender offer or exchange offer that would result in a person's becoming an
Acquiring Person. In certain circumstances, the Distribution Date may be
deferred by the Board of Directors. Certain inadvertent acquisitions will not
result in a

 
person's becoming an Acquiring Person if the person promptly divests itself of a
sufficient amount of Common Stock. Until the Distribution Date, (a) the Rights
will be evidenced by the Common Stock certificates (together with a copy of this
Summary of Rights or bearing the notation referred to below) and will be
transferred with and only with such Common Stock certificates, (b) new Common
Stock certificates issued after September 28, 1998, will contain a notation
incorporating the Rights Agreement by reference and (c) the surrender for
transfer of any certificate for Common Stock (with or without a copy of this
Summary of Rights) will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.

     The Rights are not exercisable until the Distribution Date and will expire
at the close of business on September 28, 2008, unless earlier redeemed or
exchanged by the Company as described below.

     As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, from and after the Distribution Date, the separate
Rights Certificates alone will represent the Rights. All shares of Common Stock
issued prior to the Distribution Date will be issued with Rights. Shares of
Common Stock issued after the Distribution Date in connection with certain
employee benefit plans or upon conversion of certain securities will be issued
with Rights. Except as otherwise determined by the Board of Directors, no other
shares of Common Stock issued after the Distribution Date will be issued with
Rights.

     In the event (a "Flip-In Event") that a person becomes an Acquiring Person
(except pursuant to a tender or exchange offer for all outstanding shares of
Common Stock at a price and on terms that a majority of the independent
directors of the Company determines to be fair to and otherwise in the best
interests of the Company and its shareholders (a "Permitted Offer")), each
holder of a Right will thereafter have the right to receive, upon exercise of
such Right, a number of shares of Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a Current Market Price
(as defined in the Rights Agreement) equal to two times the exercise price of
the Right. Notwithstanding the foregoing, following the occurrence of any
Triggering Event, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by or transferred to an
Acquiring Person (or by certain related parties) will be null and void in the
circumstances set forth in the Rights Agreement. However, Rights are not
exercisable following the occurrence of any Flip-In Event until such time as the
Rights are no longer redeemable by the Company as set forth below.

     For example, at an exercise price of $25.00 per Right, each Right not owned
by an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $25.00 X 2
worth of Common Stock (or other consideration, as noted above), based upon its
then Current Market Price, for $26.00. Assuming that the Common Stock had a
Current Market Price of $10.00 per share at such time, the holder of each valid
Right would be entitled to purchase 5 shares of Common Stock for $25.00.

     In the event (a "Flip-Over Event") that, at any time from and after the
time an Acquiring Person becomes such, (i) the Company is acquired in a merger
or other business combination transaction (other than certain mergers that
follow a Permitted Offer), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
are voided as set forth above) shall thereafter have the right to receive, upon
exercise, a number of shares of common stock of the acquiring company having a
Current Market Price equal to two times the exercise price of the Right. Flip-In
Events and Flip-Over Events are collectively referred to as "Triggering Events."

     The number of outstanding Rights associated with a share of Common Stock,
or

 
the number of Fractional Shares of Preferred Stock issuable upon exercise of a
Right and the Purchase Price, are subject to adjustment in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock occurring prior to the Distribution Date. The Purchase Price payable, and
the number of Fractional Shares of Preferred Stock or other securities or
property issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution in the event of certain transactions affecting
the Preferred Stock.

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Preferred Stock that are not integral multiples
of a Fractional Share are required to be issued and, in lieu thereof, an
adjustment in cash may be made based on the market price of the Preferred Stock
on the last trading date prior to the date of exercise. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock will be issued.

     At any time until ten days following the first date of public announcement
of the occurrence of a Flip-In Event, the Company may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right, payable, at the option of
the Company, in cash, shares of Common Stock or such other consideration as the
Board of Directors may determine. Immediately upon the effectiveness of the
action of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to receive
the $0.01 redemption price.

     At any time after the occurrence of a Flip-In Event and prior to a person's
becoming the beneficial owner of 50% or more of the shares of Common Stock then
outstanding or the occurrence of a Flip-Over Event, the Company may exchange the
Rights (other than Rights owned by an Acquiring Person or an affiliate or an
associate of an Acquiring Person, which will have become void), in whole or in
part, at an exchange ratio of one share of Common Stock, and/or other equity
securities deemed to have the same value as one share of Common Stock, per
Right, subject to adjustment.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights should not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for the
common stock of the acquiring company as set forth above or are exchanged as
provided in the preceding paragraph.

     Other than the redemption price, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company as long as the
Rights are redeemable. Thereafter, the provisions of the Rights Agreement other
than the redemption price may be amended by the Board of Directors in order to
cure any ambiguity, defect or inconsistency, to make changes that do not
materially adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to lengthen the
time period governing redemption shall be made at such time as the Rights are
not redeemable.

     This form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B thereto, the
form of Right Certificate, is attached hereto as Exhibit 4.1 and is incorporated
herein by reference.

 
The foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the form of Rights Agreement.

     Amendment of Bylaws
 
     On September, 17, 1998, the Board of Directors of the Company amended the
Company's Bylaws to require the approval of the holders of two-thirds of the
shares entitled to vote to remove a director without "cause." Cause is defined
as (i) conviction of the director of a felony, (ii) declaration by order of a
court of competent jurisdiction that the director is of unsound mind, or (iii)
gross abuse of trust which is proven by clear and convincing evidence to have
been committed in bad faith.

ITEM 7   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (C) EXHIBITS

          4.1   Rights Agreement, dated as of September 17, 1998, between the
                Company and ChaseMellon Shareholder Services, L.L.C., as Rights
                Agent, which includes the Certificate of Designations for the
                Series B Junior Participating Preferred Stock as Exhibit A, the
                form of Right Certificate as Exhibit B, and the Summary of
                Rights to Purchase Preferred Stock as Exhibit C.

          4.2   Bylaws of the Company, as amended effective September 17,
                1998.

          99.1  Press Release dated September 18, 1998.


                                   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, thereto duly authorized.

                                       WAVE TECHNOLOGIES INTERNATIONAL, INC.

Dated: September 25, 1998              By: /S/ Kenneth W. Kousky
                                       President and Chief Executive Officer

 

 
                                 EXHIBIT INDEX

  EXHIBIT NO.    DESCRIPTION

   4.1           Rights Agreement, dated as of September 17, 1998, between the
                 Company and ChaseMellon Shareholder Services, L.L.C., as Rights
                 Agent, which includes the Certificate of Designations for the
                 Series B Junior Participating Preferred Stock as Exhibit A, the
                 form of Right Certificate as Exhibit B, and the Summary of
                 Rights to Purchase Preferred Stock as Exhibit C.

   4.2           Bylaws of the Company, as amended effective September 17, 1998.

  99.1           Press Release dated September 18, 1998.