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As filed with the Securities and Exchange Commission on February 4, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERNATIONAL NETWORK SERVICES
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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CALIFORNIA 77-0289509
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1213 INNSBRUCK DRIVE
SUNNYVALE, CALIFORNIA 94089
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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1992 FLEXIBLE INCENTIVE STOCK PLAN
1996 STOCK PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
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KEVIN J. LAUGHLIN
CHIEF FINANCIAL OFFICER
INTERNATIONAL NETWORK SERVICES
1213 INNSBRUCK DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 542-0100
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
ELIZABETH R. FLINT, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
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<CAPTION>
===================================================================================================================================
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value
To be issued under 1992 Flexible Incentive Stock Plan.. 2,618,560 shares $ 4.11 (2) $ 10,762,282 $ 3,262
To be issued under 1996 Stock Plan..................... 6,130,275 shares $34.22/29.94(3) $185,330,758 $56,161
To be issued under 1996 Employee Stock Purchase Plan... 1,200,000 shares $13.60 (4) $ 16,320,000 $ 4,946
TOTAL 9,948,835 shares $212,413,040 $64,369
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</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into three subtotals.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933.
Such computation is based on the weighted average exercise price of $4.11
per share covering 2,618,560 outstanding options.
(3) Computed in accordance with Rules 457(h) and 457(c) under the Securities Act
of 1933. Such computation is based on the weighted average exercise price of
$34.22 per share covering 418,300 outstanding options and the estimated
exercise price of $29.94 per share covering 5,711,975 authorized but
unissued shares. The estimated price of $29.94 per share was computed in
accordance with Rule 457 by averaging the high and low prices of a share of
International Network Services Common Stock as reported on the Nasdaq
National Market on January 29, 1997.
(4) The exercise price of $13.60 per share, computed in accordance with Rule
457(h) under the Securities Act of 1933, is 85% of the fair market value of
a share of International Network Services Common Stock on September 18,
1996, the initial Enrollment Date, which was equal to the price to public as
set forth in the final prospectus for the Registrant's initial public
offering. Pursuant to Section 2(m) of the 1996 Employee Stock Purchase Plan,
shares are sold at 85% of the lesser of the fair market value of such shares
on the Enrollment Date or on the Exercise Date.
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INTERNATIONAL NETWORK SERVICES
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission"):
(1) The Registrant's Prospectus, filed on September 19, 1996 pursuant to Rule
424(b) promulgated under the Securities Act of 1933, as amended (the "Securities
Act").
(2) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed August 2, 1996 pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which was declared effective on September 18, 1996, including any
amendment or report filed for the purpose of updating such description.
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, as filed with the Commission on November 13, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities registered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Articles of Incorporation limit the
liability of the Registrant's directors for monetary damages to the maximum
extent permitted by California law. Such limitation of liability has no effect
on the availability of equitable remedies, such as injunctive relief or
rescission.
The Registrant's Amended and Restated Bylaws provide that the Registrant will
indemnify its directors and officers and may indemnify its employees and agents
(other than officers and directors) against certain liabilities to the maximum
extent permitted by California law. The Registrant has entered into
indemnification agreements with each of its current directors and officers and
certain of its key employees that provide for indemnification of, and
advancement of expenses to, such persons to the maximum extent permitted by
California law, including by reason of action or inaction occurring in the past
and circumstances in which indemnification and advancement of expenses are
discretionary under California law.
1
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At the present time, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Registrant in which
indemnification would be required or permitted. The Registrant is not aware of
any threatened litigation or proceeding that may result in a claim for such
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit
Number Description
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<C> <S>
4.1* Amended and Restated Articles of Incorporation.
4.2* Amended and Restated Bylaws.
4.3* 1992 Flexible Incentive Stock Plan, as amended and forms of
agreement thereunder.
4.4* 1996 Stock Plan.
4.5* 1996 Employee Stock Purchase Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati (contained in
Exhibit 5.1).
24.1 Power of Attorney (see page 5).
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (No. 333-09287), which was declared effective on
September 18, 1996.
ITEM 9. UNDERTAKINGS.
A. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2
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B. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to law, the Registrant's Articles of Incorporation, Bylaws
or indemnification agreements, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in a successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Sunnyvale, State of California, on this 3rd day of
February, 1997.
INTERNATIONAL NETWORK SERVICES
By: /s/ Kevin J. Laughlin
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Kevin J. Laughlin,
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Donald K. McKinney and Kevin J. Laughlin,
and each of them, as his attorney-in-fact, with full power of substitution in
each, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Donald K. McKinney Chairman of the Board and February 3, 1997
- ------------------------- Chief Executive Officer
Donald K. McKinney (Principal Executive Officer)
/s/ Kevin J. Laughlin Vice President, Finance, Chief Financial February 3, 1997
- ------------------------- Officer and Secretary (Principal Financial
Kevin J. Laughlin and Accounting Officer)
/s/ John L. Drew President and Director February 3, 1997
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John L. Drew
/s/ Douglas C. Allred Director February 3, 1997
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Douglas C. Allred
/s/ Vernon R. Anderson Director February 3, 1997
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Vernon R. Anderson
/s/ David Carlick Director February 3, 1997
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David Carlick
/s/ Lawrence G. Finch Director February 3, 1997
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Lawrence G. Finch
/s/ Douglas Leone Director February 3, 1997
- -------------------------
Douglas Leone
</TABLE>
5
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
4.1* Amended and Restated Articles of Incorporation.
4.2* Amended and Restated Bylaws.
4.3* 1992 Flexible Incentive Stock Plan, as amended and forms of
agreement thereunder.
4.4* 1996 Stock Plan.
4.5* 1996 Employee Stock Purchase Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati (contained in
Exhibit 5.1).
24.1 Power of Attorney (see page 5).
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (No. 333-09287), which was declared effective on
September 18, 1996.
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EXHIBIT 5.1
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February 4, 1997
International Network Services
1213 Innsbruck Drive
Sunnyvale, California 94089
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about February 4, 1997 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 9,948,835 shares of
Common Stock, no par value (the "Shares"), reserved for issuance pursuant to the
1996 Employee Stock Purchase Plan, the 1996 Stock Plan and the 1992 Flexible
Incentive Stock Plan (together, the "Plans"). As your legal counsel, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of the
Shares under the Plans.
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plans, legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 19, 1996 which appears on page
F-1 of International Network Service's Registration Statement on Form S-1
declared effective on September 18, 1996. We also consent to the application of
such report to the Financial Statement Schedule for the three years ended June
30, 1996 listed under item 16(b) of such Registration Statement on Form S-1 when
such schedule is read in conjunction with the financial statements referred to
in our report. The audits referred to in such report also included this
schedule.
PRICE WATERHOUSE LLP
San Jose, California
January 30, 1997
