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As filed with the Securities and Exchange Commission on January 12, 1999
Registration No. 333-______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL NETWORK SERVICES
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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)
1996 EMPLOYEE STOCK PURCHASE PLAN
1998 DIRECTOR OPTION PLAN
1998 NONSTATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
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)
COPY TO:
ELIZABETH R. FLINT, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS MAXIMUM AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO TO BE OFFERING AGGREGATE AMOUNT REGISTRATION
BE REGISTERED REGISTERED PRICE PER SHARE OF OFFERING FEE (1)
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<S> <C> <C> <C> <C>
Common Stock, par value $.001
Reserved under 1996 Employee Stock Purchase Plan 658,381 shares $ 53.71 (2) $ 35,361,644 $ 9,831
Reserved under 1998 Director Option Plan 300,000 shares $ 63.19 (3) $ 18,957,000 $ 5,270
Reserved and outstanding under 1998 Nonstatutory Stock Plan 4,500,000 shares $38.03/63.19 (4) $203,252,998 $56,504
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TOTAL 5,458,381 shares $257,571,642 $71,605
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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) A total of 1,858,381 shares have been reserved for issuance under the 1996
Employee Stock Purchase Plan, 658,381 shares of which are being registered
hereby and 1,200,000 shares of which were previously registered. The
exercise price of $ 53.71 per share, computed in accordance with Rule
457(h) under the Securities Act of 1933, as amended, is 85% of the fair
market value of a share of International Network Services Common Stock on
January 5, 1999. Pursuant to the 1996 Employee Stock Purchase Plan, shares
are sold at 85% of the lesser of the fair market value of such shares on
the first day of an offering period or the last day of the offering
purchase period.
(3) Computed in accordance with Rules 457(h) and 457(c) under the Securities
Act of 1933. Such computation is based on the estimated price of $ 63.19
per share and 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 5, 1999.
(4) 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 $38.03 per share covering 3,223,450 outstanding options and the
estimated exercise price of $ 63.19 per share covering 1,276,550 authorized
but unissued shares. The estimated exercise price of $ 63.19 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 5, 1999.
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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
Registration Statement 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 Registration Statement, 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 damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of their duty of
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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.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Certificate of Incorporation. (1)
4.2 Bylaws. (1)
4.3 1998 Director Option Plan. (2)
4.4 1998 Nonstatutory Stock Option Plan. (3)
4.5 1996 Employee Stock Purchase Plan, as amended. (2)
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 Current Report on Form 8-K
dated December 28, 1998.
(2) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1998.
(3) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1998.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on this 11th day of
January 1999.
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
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Donald K. McKinney Chairman of the Board January 11, 1999
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Donald K. McKinney
/s/ John L. Drew President, Chief Executive Officer and Director January 11, 1999
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John L. Drew
/s/ Kevin J. Laughlin Vice President, Finance and Administration, Chief January 11, 1999
- ----------------------------- Financial Officer and Secretary (Principal
Kevin J. Laughlin Financial and Accounting Officer)
/s/ Douglas C. Allred Director January 11, 1999
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Douglas C. Allred
/s/ Vernon R. Anderson Director January 11, 1999
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Vernon R. Anderson
/s/ David Carlick Director January 11, 1999
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David Carlick
/s/ Lawrence G. Finch Director January 11, 1999
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Lawrence G. Finch
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INTERNATIONAL NETWORK SERVICES
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1 Certificate of Incorporation. (1)
4.2 Bylaws. (1)
4.3 1998 Director Option Plan. (2)
4.4 1998 Nonstatutory Stock Option Plan. (3)
4.5 1996 Employee Stock Purchase Plan, as amended. (2)
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 Current Report on Form 8-K
dated December 28, 1998.
(2) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1998.
(3) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1998.
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EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
January 12, 1999
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 December 30, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 5,458,381 shares of
Common Stock of International Network Services, $.001 par value (the "Shares"),
reserved for issuance pursuant to the International Network Services' Employee
Stock Purchase Plan, the 1998 Director Option Plan and the 1998 Nonstatutory
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,
/s/ WILSON SONSINI GOODRICH & ROSATI
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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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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 24, 1998 (except for Note 9 which
is 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.
PRICEWATERHOUSECOOPERS LLP
San Jose, California
January 11, 1999
