<PAGE> 1
As filed with the Securities and Exchange Commission on July 23, 1999
Registration No. 333-83285
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
INET TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2269056
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
</TABLE>
1255 WEST 15TH STREET, SUITE 600
PLANO, TEXAS 75075
(Address of principal executive offices) (Zip Code)
---------------
1998 STOCK OPTION/STOCK ISSUANCE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
---------------
ELIE S. AKILIAN
PRESIDENT, CHIEF EXECUTIVE OFFICE
AND DIRECTOR
INET TECHNOLOGIES, INC.
1255 WEST 15TH STREET, SUITE 600
PLANO, TEXAS 75075
(Name and address of agent for service)
(972) 578-6100
(Telephone number, including area code, of agent for service)
---------------
This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933.
<PAGE> 2
AMENDMENT TO CORRECT
CONSENT OF INDEPENDENT AUDITORS
On July 20, 1999, Inet Technologies, Inc. (the "Registrant") registered on a
Form S-8 Registration Statement with the Securities and Exchange Commission (the
"Commission"), Registration Number 333-83285, (the "Registration Statement"),
6,750,000 shares of its Common Stock reserved for issuance under the
Registrant's 1998 Stock Option/Stock Issuance Plan and 750,000 shares of its
Common Stock reserved for issuance under the Registrant's Employee Stock
Purchase Plan. Exhibit 23.1 to the Registration Statement, the Consent of Ernst
& Young LLP, erroneously omitted certain language which was contained in the
original Consent of Ernst & Young LLP as provided to the Registrant. With this
Post-Effective Amendment, the Registrant seeks to re-file Exhibit 23.1 to the
Registration Statement to include such language.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Plano, State of Texas on this 23rd day of July,
1999.
INET TECHNOLOGIES, INC.
By: * /s/ Elie S. Akilian
----------------------------------
Elie S. Akilian
Chief Executive Officer, President
and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Samuel S. Simonian Chairman of the Board July 23, 1999
- ----------------------------------
Samuel S. Simonian
* /s/ Elie S. Akilian President, Chief Executive Officer July 23, 1999
- ---------------------------------- and Director
Elie S. Akilian
* /s/ Mark A. Weinzierl Executive Vice President, July 23, 1999
- ---------------------------------- Secretary and Director
Mark A. Weinzierl
* /s/ William H. Mina Senior Vice President-Finance July 23, 1999
- ---------------------------------- and Administration and Director
William H. Mina
* /s/ James R. Adams Director July 23, 1999
- ----------------------------------
James R. Adams
* /s/ Grant A. Dove Director July 23, 1999
- ----------------------------------
Grant A. Dove
By: /s/ Elie S. Akilian
------------------------------
Elie S. Akilian
Attorney-in-fact
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
23.1 Consent of Independent Auditors.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
WE CONSENT TO THE INCORPORATION BY REFERENCE IN THE REGISTRATION STATEMENT (FORM
S-8) PERTAINING TO THE 1998 STOCK OPTION/STOCK ISSUANCE PLAN AND EMPLOYEE STOCK
PURCHASE PLAN OF INET TECHNOLOGIES, INC. OF OUR REPORTS DATED JANUARY 25, 1999,
WITH RESPECT TO THE CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE OF INET
TECHNOLOGIES, INC., INCLUDED IN ITS REGISTRATION STATEMENT (FORM S-1, NO.
333-59753 AS AMENDED), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
ERNST & YOUNG LLP
DALLAS, TEXAS
JULY 16, 1999
