INTERNATIONAL NETWORK SERVICES
8-K, 1999-03-11
COMPUTER PROGRAMMING SERVICES
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<PAGE>
 
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
 
                                  FORM 8-K

 
                               CURRENT REPORT
 
                     Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934
 
                                March 4, 1999
                  -----------------------------------------
              Date of Report (date of earliest event reported)


                       International Network Services
           ------------------------------------------------------
           (Exact name of Registrant as specified in its charter)
 

      Delaware                         000-21131                  77-0289509
- ------------------------------------------------------------------------------
(State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                                                                            
                            1213 Innsbruck Drive
                        Sunnyvale, California  94089
          --------------------------------------------------------
                  (Address of principal executive offices)
                                        
 
      Registrant's telephone number, including area code:  (408) 542-0100
 
                                      N/A
           ---------------------------------------------------------
         (Former name or former address, if changed since last report)

================================================================================
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Item 5.  Other Events

     On March 4, 1999, International Network Services issued the press release
attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

         (c)  Exhibits.

                99.1    Press Release dated March 4, 1999.
<PAGE>
 
                                  SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                    International Network Services

Dated: March 9, 1999                By:    /s/ John L. Drew
                                       ---------------------------------
                                       John L. Drew
                                       President and Chief Executive Officer
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                               INDEX TO EXHIBITS
                               -----------------


 Exhibit
 Number      Description of Document
 ------      -----------------------

   99.1      Press Release dated March 4, 1999.

<PAGE>
 
                                                                    EXHIBIT 99.1
CONTACT:
- ---------
Ann Candelario
INS Investor Relations
(408) 542-0151
ann [email protected]
- ----------------------


International Network Services Announces 3-For-2 Stock Split

SUNNYVALE, CA - March 4, 1999 - International Network Services (INS) (Nasdaq:
INSS), a global provider of network consulting and software solutions, today
announced that its Board of Directors has approved a three-for-two stock split.

Stockholders on the record date of March 15, 1999 will be entitled to one
additional share for every two shares they own on that date. New shares will be
issued by the company's transfer agent, ChaseMellon Shareholder Services, on
April 5, 1999. The date on which the shares will begin trading at the split
price is April 6, 1999.  As of January 31, 1999 there were approximately 38
million shares outstanding. Following the stock split, the company will have
approximately 57 million shares outstanding.

"This is the first stock split for INS since we became publicly traded in 1996.
We believe this split will benefit our stockholders by improving trading
liquidity and broadening the ownership of INS' shares as we pursue our overall
growth strategies," said John Drew, INS President and Chief Executive Officer.

About INS:

International Network Services (INS) is a global provider of network consulting
and software solutions. INS provides professional services for the full life
cycle of a network, including planning, design, implementation, operations and
optimization, and maintains expertise in the most complex network technologies
and multi-vendor environments. Through its INSoft Division, INS offers industry
leading software solutions for managing and optimizing application-ready
networks. As of December 31, 1998, INS had 1,758 employees and provided service
from 41 locations. INS' headquarters are located at 1213 Innsbruck Drive,
Sunnyvale, CA 94089. The INS Web site is located at http://www.ins.com. INS is a
                                                    ------------------          
public company, trading under the Nasdaq symbol INSS.

Please see our website at www.ins.com, for answers to some commonly asked
                          -----------                                    
questions about stock splits.


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