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As filed with the Securities and Exchange Commission on December 28, 1998
Registration No. 333-68121
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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
________________________
INTERNATIONAL NETWORK SERVICES
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
________________________
CALIFORNIA 77-0289509
- ------------ ----------------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1213 INNSBRUCK DRIVE
SUNNYVALE, CALIFORNIA 94089
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
________________________
VITALSIGNS SOFTWARE, INC. 1996 STOCK OPTION PLAN
VITALSIGNS SOFTWARE, INC. PRE-PLAN OPTIONS
(FULL TITLE OF THE PLAN)
________________________
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)
________________________
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
REGISTRATION STATEMENT ON FORM S-8
INTERNATIONAL NETWORK SERVICES
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to that certain Registration
Statement on Form S-8 (File No. 333-68121) (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.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed by International
Network Services (the "Registrant) with the Securities and Exchange Commission
(the "SEC") are hereby incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for its fiscal year ended
June 30, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for its fiscal quarter
ended September 30, 1998;
(c) The Registrant's Current Report on Form 8-K dated November 20, 1998;
and
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on August 2,
1996.
All documents 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 Registration
Statement prior to the filing of a post-effective amendment which indicates that
all securities offered hereby 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 the filing of such
documents.
Any statement contained in this Registration Statement or in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any subsequently
filed document that is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
1
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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 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
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, fine, and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right 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.
Exhibit
Number Description
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4.1* Amended and Restated Articles of Incorporation.
4.2* Amended and Restated Bylaws.
4.3** VitalSigns Software, Inc. 1996 Stock Option Plan
4.4** Form of VitalSigns Software, Inc. Consultant and Independent
Contractor Non-Qualified Stock Option Agreement
5.1** Opinion of Wilson Sonsini Goodrich & Rosati
23.1 Consent of PricewaterhouseCoopers LLP
23.2** Consent of Wilson Sonsini Goodrich & Rosati (contained in
Exhibit 5.1).
24.1** Power of Attorney (see signature page).
__________________________
* 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.
** Previously filed.
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ITEM 9. UNDERTAKINGS.
a. The Registrant hereby undertakes:
i. 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.
ii. 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.
iii. 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 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 Post
Effective Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, State of California, on December
28, 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
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- --------------------------- ------------------------------------------------- -------------------------
Chairman of the Board
- ---------------------------
Donald M. McKinney
* President, Chief Executive Officer and Director December 28, 1998
- --------------------------- (Principal Executive Officer)
John L. Drew
/s/ Kevin J. Laughlin Vice President, Finance, Chief Financial December 28, 1998
- --------------------------- Officer and Secretary (Principal Accounting
Kevin J. Laughlin Officer and Principal Financial Officer)
* Director December 28, 1998
- ---------------------------
Douglas C. Allred
* Director December 28, 1998
- ---------------------------
Vernon R. Anderson
* Director December 28, 1998
- ---------------------------
David Carlick
* Director December 28, 1998
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Lawrence G. Finch
* By: /s/ Kevin J. Laughlin
---------------------
Kevin J. Laughlin
Attorney-in-Fact
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1* Amended and Restated Articles of Incorporation.
4.2* Amended and Restated Bylaws.
4.3** VitalSigns Software, Inc. 1996 Stock Option Plan
4.4** Form of VitalSigns Software, Inc. Consultant and Independent
Contractor Non-Qualified Stock Option Agreement
5.1** Opinion of Wilson Sonsini Goodrich & Rosati
23.1 Consent of PricewaterhouseCoopers LLP
23.2** Consent of Wilson Sonsini Goodrich & Rosati (contained in
Exhibit 5.1).
24.1** Power of Attorney (see signature page).
__________________________
* 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.
** 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. 333-68121) 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.
San Jose, California
December 28, 1998
/s/ PricewaterhouseCoopers LLP
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