content: <PAGE>
   
                       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
                                                   -------------------------------
  
  
  
                         TSI INTERNATIONAL SOFTWARE LTD.
  --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
   
   
           Delaware                       0-22667                   06-1132156
  ------------------------------      ---------------          ------------------
  (State or other jurisdiction          (Commission             (I.R.S. Employer
        of incorporation)               File Number)           Identification No.)
   
  
               45 Danbury Road
             Wilton, Connecticut                                      06897
  ----------------------------------------                         ----------
  (Address of principal executive offices)                         (Zip Code)
  
  
  Registrant's telephone number, including area code         (203) 761-8600
                                                          --------------------
  <PAGE>
   
  Item 5:   Other Events
            ------------
  
            Adoption of Stockholder Rights Plan.
            ----------------------------------- 
  
           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
            -------------------
  
            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.
  <PAGE>
   
  Item 7:   Financial Statements and Exhibits.
            --------------------------------- 
  
            (c)  Exhibits
                 --------
  
                 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.
  <PAGE>
   
                                     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
                                         ----------------------------------
                                         Ira A. Gerard
                                         Vice President, Finance and 
                                         Administration, Chief Financial Officer 
                                         and Secretary
  <PAGE>
   
                                  EXHIBIT INDEX
  
  
  Exhibit
  -------
  
  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.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K FOR 8/27/1998", "secsgml_size_bytes": 6343}]
metadata_filer: {"company-data": {"conformed-name": "TSI INTERNATIONAL SOFTWARE LTD", "cik": "0001039276", "assigned-sic": "7372", "irs-number": "061192156", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22667", "film-number": "98704594"}, "business-address": {"street1": "45 DANBURY RD", "city": "WILTON", "state": "CT", "zip": "06807", "phone": "2037618600"}, "mail-address": {"street1": "45 DANBURY", "city": "WILTON", "state": "CT", "zip": "06807"}}
text: 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
                                                   -------------------------------
  
                         TSI INTERNATIONAL SOFTWARE LTD.
  --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
   
   
           Delaware                       0-22667                   06-1132156
  ------------------------------      ---------------          ------------------
  (State or other jurisdiction          (Commission             (I.R.S. Employer
        of incorporation)               File Number)           Identification No.)
   
  
               45 Danbury Road
             Wilton, Connecticut                                      06897
  ----------------------------------------                         ----------
  (Address of principal executive offices)                         (Zip Code)
  
  Registrant's telephone number, including area code         (203) 761-8600
                                                          --------------------
  Item 5:   Other Events
            ------------
  
            Adoption of Stockholder Rights Plan.
            ----------------------------------- 
  
           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
            -------------------
  
            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.
            --------------------------------- 
  
            (c)  Exhibits
                 --------
  
                 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
                                         ----------------------------------
                                         Ira A. Gerard
                                         Vice President, Finance and 
                                         Administration, Chief Financial Officer 
                                         and Secretary
  EXHIBIT INDEX
  
  Exhibit
  -------
  
  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.