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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
NOVEMBER 20, 1998
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Date of Report (date of earliest event reported)
INTERNATIONAL NETWORK SERVICES
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(Exact name of Registrant as specified in its charter)
CALIFORNIA 0-21131 77-0289509
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1213 INNSBRUCK DRIVE
SUNNYVALE, CALIFORNIA 94089
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(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 542-0100
N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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On November 20, 1998, International Network Services ("INS") completed its
acquisition of VitalSigns Software, Inc. ("VitalSigns") pursuant to the terms of
the Agreement and Plan of Reorganization, as amended and restated as of October
30, 1998, among INS, VitalSigns and Valiant Acquisition Corp., a wholly-owned
subsidiary of INS ("Merger Sub"). Pursuant to the terms of the Reorganization
Agreement, Merger Sub merged with and into VitalSigns and VitalSigns became a
wholly-owned subsidiary of INS. In addition, each issued and outstanding share
of VitalSigns common stock was converted into the right to receive 0.3160826
shares of INS Common Stock and each outstanding option to acquire VitalSigns
common stock was assumed by INS and became an equivalent option with respect to
INS common stock, on the same terms as the original option, adjusted to reflect
the Exchange Ratio. INS issued approximately 3.955 million shares of INS common
stock in the merger and assumed options that can be exercised for approximately
280,000 shares of INS common stock.
The Exchange Ratio was determined through negotiations between the
managements of INS and VitalSigns, and was approved by their respective boards
of directors on October 9, 1998. VitalSigns stockholders approved the Merger on
or about November 18, 1998.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
2.1 Agreement and Plan of Reorganization, as amended and restated as
of October 30, 1998, among International Network Services,
VitalSigns Software, Inc. and Valiant Acquisition Corp.
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.
Dated: November 30, 1998 INTERNATIONAL NETWORK SERVICES
/s/ Kevin J. Laughlin
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Kevin J. Laughlin
Vice President, Finance and Chief Financial Officer
INTERNATIONAL NETWORK SERVICES
EXHIBIT INDEX TO FORM 8-K
Dated November 20, 1998
Exhibit
2.1 Agreement and Plan of Reorganization, as amended and restated as of
October 30, 1998, among International Network Services, VitalSigns
Software, Inc. and Valiant Acquisition Corp.