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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
August 9, 1999
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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)
Delaware 000-21131 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 5. OTHER EVENTS
On August 9, 1999 Lucent Technologies Inc., a Delaware corporation
("Lucent"), and International Network Services, a Delaware corporation ("INS"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") among
Lucent, Intrepid Merger Inc., a Delaware corporation and wholly-owned subsidiary
of Lucent ("Merger Sub"), and INS. Pursuant to the Merger Agreement, and
subject to the conditions set forth therein (including approval of the
transaction by the stockholders of INS), Merger Sub will be merged with and into
INS (the "Merger"). At the effective time of the Merger, the separate existence
of Merger Sub will cease and INS will continue as the surviving corporation and
as a wholly-owned subsidiary of Lucent. In connection with the Merger, holders
of outstanding shares of INS common stock will receive, in exchange for each
share of INS common stock held by them, .8473 (the "Exchange Ratio") shares of
Lucent common stock. In addition, Lucent will assume all options outstanding
under INS's existing stock option plans, and each option will be or will later
become exercisable for shares of Lucent common stock rather than shares of INS
common stock, in an amount adjusted to reflect the Exchange Ratio, and at an
exercise price adjusted to reflect the Exchange Ratio. The Merger is intended
to be a tax-free reorganization under Section 368(a) of the Internal Revenue
Code of 1986, as amended, and is intended to be treated as a pooling-of-
interests for financial accounting purposes, in accordance with generally
accepted accounting principles.
In connection with the Merger Agreement, INS and Lucent entered into a
Stock Option Agreement dated as of August 9, 1999, pursuant to which Lucent has
the right, under certain circumstances, to purchase up to 19.9% of the issued
and outstanding shares of INS common stock at a price of $53.91 per share. In
addition, a significant stockholder of INS who beneficially owns approximately
25% of the issued and outstanding shares of INS common stock has entered into a
Stockholder Agreement with Lucent dated as of August 9, 1999, pursuant to which
he has agreed to vote the shares of INS common stock beneficially owned by him
in favor of approval and adoption of the Merger, the Merger Agreement, the
transactions contemplated by the Merger Agreement and any matter that relates to
the Merger.
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: August 16, 1999 By: /s/ John Drew
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John Drew
Chief Executive Officer and
President