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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
DECEMBER 17, 1998
Date of Report (date of earliest event reported)
INTERNATIONAL NETWORK SERVICES
(Exact name of Registrant as specified in its charter)
CALIFORNIA 0-21131 77-0289509
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
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
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International Network Services ("INS") is restating the following
information to give retroactive effect to its acquisition (the "Acquisition") of
VitalSigns Software, Inc. ("VitalSigns"), which was effective as of November 20,
1998 and accounted for as a pooling of interests: (i) Consolidated Financial
Statements at June 30, 1997 and 1998 and for each of the three years in the
period ended June 30, 1998, (ii) unaudited Consolidated Financial Statements at
September 30, 1998 and for the fiscal quarters ended September 30, 1998 and
1997, and (iii) Management's Discussion and Analysis of Financial Condition and
Results of Operations which relates to the foregoing financial statements. Such
information is attached hereto as Exhibit 99 and incorporated herein by this
reference.
Generally accepted accounting principles proscribe giving effect to a
consummated business combination accounted for by the pooling of interests
method in financial statements that do not include the date of consummation.
These financial statements do not extend through the date of consummation.
However, they will become the historical consolidated financial statements of
INS and its subsidiaries after financial statements covering the date of
consummation of the business combination are issued.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
23 Consent of PricewaterhouseCoopers LLP
27.1 Financial Data Schedule Period Type Three Months
27.2 Financial Data Schedule Period Type Twelve Months
99 Supplemental Financial Information:
Report of Independent Accountants
Supplemental Consolidated Balance Sheets
Supplemental Consolidated Statements of Income
Supplemental Consolidated Statements of
Shareholders' Equity
Supplemental Consolidated Statements of Cash Flows
Notes to Supplemental Consolidated Financial Statements
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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: December 17, 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 December 17, 1998
Exhibit
23 Consent of PricewaterhouseCoopers LLP
27.1 Financial Data Schedule Period Type Three Months
27.2 Financial Data Schedule Period Type Twelve Months
99 Supplemental Financial Information:
Report of Independent Accountants
Supplemental Consolidated Balance Sheets
Supplemental Consolidated Statements of Income
Supplemental Consolidated Statements of Shareholders' Equity
Supplemental Consolidated Statements of Cash Flows
Notes to Supplemental Consolidated Financial Statements
Management's Discussion and Analysis of Financial Condition and
Results of Operations