As filed with the Securities and Exchange Commission on November 30, 1998
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
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INTERNATIONAL NETWORK SERVICES
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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CALIFORNIA 77-0289509
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1213 INNSBRUCK DRIVE
SUNNYVALE, CALIFORNIA 94089
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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VITALSIGNS SOFTWARE, INC. 1996 STOCK OPTION PLAN
VITALSIGNS SOFTWARE, INC. PRE-PLAN OPTIONS
(FULL TITLE OF THE PLAN)
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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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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
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Common Stock, no par value
VitalSigns Software, Inc. 1996 Stock Option Plan... 259,393 shares $1.75 (1) $453,938 $ 127
VitalSigns Software, Inc. Pre-Plan Options......... 20,861 shares $0.29 (2) $ 6,050 $ 2
TOTAL 280,254 SHARES $459,988 $ 129
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(1) Computed in accordance with Rule 457(h) under the Securities Act. Such computation is based on the weighted average exercise
price of outstanding options under the VitalSigns Software, Inc. 1996 Stock Option Plan.
(2) Computed in accordance with Rule 457(h) under the Securities Act. Such computation is based on the weighted average exercise
price of outstanding options under the VitalSigns Software, Inc. Pre-Plan Options.
INTERNATIONAL NETWORK SERVICES
REGISTRATION STATEMENT ON FORM S-8
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
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Articles of Incorporation limit the
liability of the Registrant's directors for monetary damages to the maximum
extent permitted by California law. Such limitation of liability has no effect
on the availability of equitable remedies, such as injunctive relief or
rescission.
The Registrant's Amended and Restated Bylaws provide that the Registrant
will indemnify its directors and officers and may indemnify its employees and
agents (other than officers and directors) against certain liabilities to the
maximum extent permitted by California law. The Registrant has entered into
indemnification agreements with each of its current directors and officers and
certain of its key employees that provide for indemnification of, and
advancement of expenses to, such persons to the maximum extent permitted by
California law, including by reason of action or inaction occurring in the past
and circumstances in which indemnification and advancement of expenses are
discretionary under California law.
At the present time, there is no pending litigation or proceeding involving
a director, officer, employee or other agent of the Registrant in which
indemnification would be required or permitted. The Registrant is not aware of
any threatened litigation or proceeding that may result in a claim for such
indemnification.
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.
2
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.
3
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on November 30, 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 the person whose signature appears
below constitutes and appoints Kevin J. Laughlin, his attorney-in-fact, with the
power of substitution, for him in any and all capacities, to sign any amendments
to this 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Chairman of the Board
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Donald M. McKinney
/s/ John L. Drew President, Chief Executive Officer and Director November 30, 1998
- --------------------------- (Principal Executive Officer)
John L. Drew
/s/ Kevin J. Laughlin Vice President, Finance, Chief Financial November 30, 1998
- --------------------------- Officer and Secretary (Principal Accounting
Kevin J. Laughlin Officer and Principal Financial Officer)
/s/ Douglas C. Allred Director November 30, 1998
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Douglas C. Allred
/s/ Vernon R. Anderson Director November 30, 1998
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Vernon R. Anderson
/s/ David Carlick Director November 30, 1998
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David Carlick
/s/ Lawrence G. Finch Director November 30, 1998
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Lawrence G. Finch
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.