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
Date of Report (date of earliest event reported) August 27 , 1998
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TSI INTERNATIONAL SOFTWARE LTD.
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(Exact name of registrant as specified in its charter)
Delaware 0-22667 06-1132156
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
45 Danbury Road
Wilton, Connecticut 06897
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 761-8600
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Item 5: Other Events
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Adoption of Stockholder Rights Plan.
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On August 27, 1998, the Board of Directors of TSI International
Software Ltd. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$0.01 per share (the "Common Shares"), of the Company. The dividend is payable
to stockholders of record on September 7, 1998 (the "Record Date"). In
addition, one Right shall be issued with each Common Share that becomes
outstanding (i) between the Record Date and the earliest of the Distribution
Date, the Redemption Date and the Final Expiration Date (as such terms are
defined in the Rights Agreement) or (ii) following the Distribution Date and
prior to the Redemption Date or Final Expiration Date, pursuant to the exercise
of stock options or under any employee plan or arrangement or upon the exercise,
conversion or exchange of other securities of the Company, which options or
securities were outstanding prior to the Distribution Date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, par value $0.01 per share
(the "Preferred Shares"), of the Company, at a price of $140.00, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and The Bank of New York,
as Rights Agent. A summary of the Rights and Rights Agreement is included as
Exhibit C to the Rights Agreement, which is included as Exhibit 4.1 hereto.
Amendment of Bylaws
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On August 27, 1998, the Board of Directors of the Company amended the
Company's Bylaws to: (i) require that the Board be given prior notice of a
stockholder proposal to take action by written consent so that a record date for
such action can be established, (ii) require advance notice to the Board of
stockholder-sponsored proposals for consideration at annual meetings and for
stockholder nominations for the election of directors and (iii) establish that
vacancies on the Board of Directors may now be filled until the next annual
meeting of stockholders only by majority vote of the directors then in office.
Item 7: Financial Statements and Exhibits.
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(c) Exhibits
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3.1 Bylaws of the Company, as amended and restated effective
August 27, 1998.
4.1 Rights Agreement dated September 2, 1998, between the
Company and The Bank of New York, as Rights Agent, which
includes as Exhibit A the form of Certificate of
Designations of Series A Junior Participating Preferred
Stock, as Exhibit B the Form of Right Certificate and as
Exhibit C the Summary of Rights to Purchase Preferred
Shares. (Incorporated by reference to the Company's
Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on September 4, 1998.)
99.1 Press release of the Company dated September 2, 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 hereunto duly authorized.
Dated: September 4, 1998
TSI INTERNATIONAL SOFTWARE LTD.
By: /s/ Ira A. Gerard
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Ira A. Gerard
Vice President, Finance and
Administration, Chief Financial Officer
and Secretary
EXHIBIT INDEX
Exhibit
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3.1 Bylaws of the Company, as amended and restated effective August 27,
1998.
4.1 Rights Agreement dated September 2, 1998, between the Company and The
Bank of New York, as Rights Agent, which includes as Exhibit A the
form of Certificate of Designations of Series A Junior Participating
Preferred Stock, as Exhibit B the Form of Right Certificate and as
Exhibit C the Summary of Rights to Purchase Preferred Shares.
(Incorporated by reference to the Company's Registration Statement
on Form 8-A filed with the Securities and Exchange Commission on
September 4, 1998.)
99.1 Press release of the Company dated September 2, 1998.