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