UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF
CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Tucows Inc. |
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(Exact Name of Registrant as Specified in Its Charter) |
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Pennsylvania |
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23-2707366 |
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(State of Incorporation or Organization) |
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(I.R.S. Employer |
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96 Mowat Avenue |
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M6K 3M1 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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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), please check the following box. ý |
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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), please check the following box. ¨ |
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Securities Act registration statement file number to which this form relates: |
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333-125843 |
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(if applicable) |
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Securities to be registered pursuant to Section 12(b) of the Act: |
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Title of Each Class |
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Name of Each Exchange on Which |
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Common Stock, no par value per share |
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American Stock Exchange |
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Securities to be registered pursuant to Section 12(g) of the Act: |
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n/a |
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(Title of Class) |
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Explanatory Note
This Amendment No. 1 on Form 8-A/A amends and restates in its entirely the Form 8-A (File No. 001-32600) filed by Tucows Inc., a Pennsylvania corporation (the “Registrant”), with the Securities and Exchange Commission on August 9, 2005 to update certain forward looking statements contained therein.
This Registration Statement on Form 8-A is being filed to change the registration of the common stock, no par value per share (the “Common Stock”), of the Registrant, from Section 12(g) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to Section 12(b) under the Exchange Act in connection with the listing of the Common Stock on the American Stock Exchange (“Amex”). The Common Stock was listed for quotation on the Over-the-Counter Bulletin Board (“OTCBB”). The Common Stock ceased to be quoted on the OTCBB following the closing of trading on the OTCBB on August 15, 2005 and will commence trading on Amex at the opening of trading on Amex on August 16, 2005 under the Symbol “TCX.”
Item 1. Description of Registrant’s Securities to be Registered.
A description of the Registrant’s Common Stock to be registered hereunder is contained in the section entitled “Description of Capital Stock” in the Prospectus included in the Registrant’s registration statement on Form S-1 (File No. 333-125843), as amended, and is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed herewith (or incorporated by reference as indicated below):
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Exhibit |
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Description of Document |
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Third Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s report on Form 8-K, as filed with the Securities and Exchange Commission on September 6, 2001). |
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Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-4 (File No. 333-60306), as filed with the Securities and Exchange Commission on May 4, 2001). |
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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, thereunto duly authorized.
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TUCOWS INC. |
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Date: August 15, 2005 |
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/s/ Michael Cooperman |
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Name: Michael Cooperman Title: Chief Financial Officer |
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