<PAGE>
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
International Network Services
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(Exact name of registrant as specified in its charter)
California 77-0289509
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(State of Incorporation) (I.R.S. Employer Identification No.)
1213 Innsbruck Drive, Sunnyvale, California 94089
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(Address of principal executive offices) (ZIP Code)
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS
EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A.(c)(1), PLEASE CHECK THE
FOLLOWING BOX. [_]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS TO
BECOME EFFECTIVE SIMULTANEOUSLY WITH THE EFFECTIVENESS OF A CONCURRENT
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PURSUANT TO GENERAL
INSTRUCTION A.(c)(2), PLEASE CHECK THE FOLLOWING BOX. [_]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, no par value
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to page 40 of the Preliminary Prospectus
contained in Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on or about July 31, 1996.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
1.1/1/ Specimen certificate for Registrant's Common Stock.
2.1/2/ Restated Articles of Incorporation, as amended.
2.2/3/ Amended and Restated Articles of Incorporation to be filed
promptly after the closing of the offering.
2.3/4/ Bylaws, as amended.
2.4/5/ Amended and Restated Bylaws to take effect upon the closing
of the offering.
2.5/6/ Investors' Rights Agreement between the Registrant and the
parties named therein dated as of June 11, 1993, as amended.
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/1/ Incorporated by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-1 filed on July 31, 1996.
/2/ Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 filed on July 31, 1996.
/3/ Incorporated by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 filed on July 31, 1996.
/4/ Incorporated by reference to Exhibit 3.3 to the Registrant's Registration
Statement on Form S-1 filed on July 31, 1996.
/5/ Incorporated by reference to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1 filed on July 31, 1996.
/6/ Incorporated by reference to Exhibit 4.3 to the Registrant's Registration
Statement on Form S-1 filed on July 31, 1996.<PAGE>
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<PAGE>
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.
Dated: July 31, 1996 International Network Services
By: /s/ Kevin J. Laughlin
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Kevin J. Laughlin
Vice President, Finance
and Chief Financial Officer
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
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<S> <C> <C>
1.1/1/ Specimen certificate for Registrant's Common Stock. ____
2.1/2/ Restated Articles of Incorporation, as amended. ____
2.2/3/ Amended and Restated Articles of Incorporation to be ____
filed promptly after the closing of the offering.
2.3/4/ Bylaws, as amended. ____
2.4/5/ Amended and Restated Bylaws to take effect upon the closing ____
of the offering.
2.5/6/ Investors' Rights Agreement between the Registrant and the ____
parties named therein as of June 11, 1993, as amended.
</TABLE>
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/1/ Incorporated by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-1 filed on July 31, 1996.
/2/ Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 filed on July 31, 1996.
/3/ Incorporated by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 filed on July 31, 1996.
/4/ Incorporated by reference to Exhibit 3.3 to the Registrant's Registration
Statement on Form S-1 filed on July 31, 1996.
/5/ Incorporated by reference to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1 filed on July 31, 1996.
/6/ Incorporated by reference to Exhibit 4.3 to the Registrant's Registration
Statement on Form S-1 filed on July 31, 1996.
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