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As filed with the Securities and Exchange Commission on December 30, 1998
Registration No. 333-21075
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO 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 ITS CHARTER)
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DELAWARE 77-0289509
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
1213 INNSBRUCK DRIVE
SUNNYVALE, CALIFORNIA 94089
(ADDRESS, INCLUDING ZIP CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1992 FLEXIBLE INCENTIVE STOCK PLAN
1996 STOCK PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
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KEVIN J. LAUGHLIN
CHIEF FINANCIAL OFFICER
INTERNATIONAL NETWORK SERVICES
1213 INNSBRUCK DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 542-0100
(NAME, ADDRESS, INCLUDING ZIP CODE, 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
(650) 493-9300
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INTERNATIONAL NETWORK SERVICES
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to that certain
Registration Statement on Form S-8 (File No. 333-21075) (the "Registration
Statement") is being filed pursuant to Rule 414 under the Securities Act of
1933, as amended (the "Securities Act") by International Network Services, a
Delaware corporation ("INS Delaware" or the "Registrant"), which is the
successor to International Network Services, a California corporation ("INS
California"), following a statutory merger effective on December 28, 1998 (the
"Merger") for the purpose of changing INS California's state of incorporation.
Prior to the Merger, INS Delaware had no assets or liabilities other than
nominal assets or liabilities. In connection with the Merger, INS Delaware
succeeded by operation of law to all of the assets and liabilities of INS
California. The Merger was approved by the shareholders of INS California at a
meeting for which proxies were solicited pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Except as modified by this Amendment No. 1, INS Delaware, by virtue of this
Amendment, expressly adopts the Registration Statement as its own registration
statement for all purposes of the Securities Act and the Exchange Act.
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INTERNATIONAL NETWORK SERVICES
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Registration Statement are incorporated herein by
reference. In addition, there are hereby incorporated by reference in this
Amendment the following documents and information heretofore filed with the
Securities and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998, filed pursuant to Section 13(a) of the Exchange Act;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1998, filed pursuant to Section 13(a) of the
Exchange Act;
(c) The Registrant's Current Report on Form 8-K dated November 20,
1998, filed pursuant to Section 13(a) of the Exchange Act;
(d) The Registrant's Current Report on Form 8-K dated December 17,
1998, filed pursuant to Section 13(a) of the Exchange Act;
(e) The Registrant's Current Report on Form 8-K dated December 28,
1998, filed pursuant to Section 13(a) of the Exchange Act; and
(f) 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 Exchange Act, which was declared effective on September 18,
1996, including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of
this Amendment, and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation limits the liability of
the Registrant's directors to the maximum extent permitted by Delaware law.
Delaware law provides that a corporation's certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a director
for monetary
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damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of their duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify
its directors and officers and may indemnify its employees and other agents to
the fullest extent permitted by law. The Registrant believes that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of indemnified parties.
The Registrant has entered into agreements to indemnify its directors,
executive officers and certain key employees, in addition to the indemnification
provided for in the Registrant's Bylaws. Subject to certain conditions, these
agreements, among other things, indemnify the Registrant's directors, officers
and certain key employees for certain expenses (including attorney's fees),
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Registrant,
arising out of such person's services as a director, officer, employee or agent
of the Registrant, any subsidiary of the Registrant or any other company or
enterprise to which the person provides services at the request of the
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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<S> <C>
4.1 Certificate of Incorporation. (2)
4.2 Bylaws. (2)
4.3 1992 Flexible Incentive Stock Plan, as amended and forms of
agreement thereunder. (1)
4.4 1996 Stock Plan, as amended. (3)
4.5 1996 Employee Stock Purchase Plan, as amended. (3)
5.1* Opinion of Counsel as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2* Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
</TABLE>
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(1) 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.
(2) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated December 28, 1998.
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(3) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1998.
* Previously filed.
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.
(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 (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 Certificate of
Incorporation, Bylaws or indemnification agreements, the Registrant has been
advised that in the opinion of the Securities and Exchange 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 the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, 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, 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
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sunnyvale, State of California, on
this 30th day of December 1998.
INTERNATIONAL NETWORK SERVICES
By: /s/ Kevin J. Laughlin
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Kevin J. Laughlin
Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John L. Drew and Kevin J. Laughlin,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to the
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 each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Donald K. McKinney Chairman of the Board December 30, 1998
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Donald K. McKinney
/s/ John L. Drew President, Chief Executive December 30, 1998
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John L. Drew (Principal Executive Officer)
/s/ Kevin J. Laughlin Vice President, Finance and December 30, 1998
- ------------------------- Administration, Chief Financial
Kevin J. Laughlin Officer and Secretary (Principal
Financial and Accounting
Officer)
/s/ Douglas C. Allred Director December 30, 1998
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Douglas C. Allred
/s/ Vernon R. Anderson Director December 30, 1998
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Vernon R. Anderson
/s/ David Carlick Director December 30, 1998
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David Carlick
/s/ Lawrence G. Finch Director December 30, 1998
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Lawrence G. Finch
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INTERNATIONAL NETWORK SERVICES
POST EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Certificate of Incorporation. (2)
4.2 Bylaws. (2)
4.3 1992 Flexible Incentive Stock Plan, as amended and forms of
agreement thereunder. (1)
4.4 1996 Stock Plan, as amended. (3)
4.5 1996 Employee Stock Purchase Plan, as amended. (3)
5.1* Opinion of Counsel as to legality of securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2* Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
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(1) 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.
(2) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated December 28, 1998.
(3) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1998.
* Previously filed.
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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 (No. 333-21075) of our report dated July 24, 1998
(except for Note 9 which is as of August 25, 1998) which appears on page 56
of the 1998 Annual Report to Shareholders of International Network Services,
which is incorporated by reference in International Network Services' Annual
Report on Form 10-K for the year ended June 30, 1998. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 24 of such Annual Report on Form 10-K. We also consent
to the incorporation by reference of our report dated December 17, 1998,
which appears in Exhibit 99 of the Current Report on Form 8-K dated December
17, 1998.
/s/ PricewaterhouseCoopers LLP
San Jose, California
December 30, 1998
