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 28, 1998
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Date of Report (Date of earliest event reported)
INTERNATIONAL NETWORK SERVICES
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(Exact Name of the Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-21131 77-0289509
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(Commission File Number) (I.R.S. Employer Identification No.)
1213 Innsbruck Drive, Sunnyvale, California 94089
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(Address of Principal Executive Offices) (Zip Code)
(408) 542-0100
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Reincorporation in Delaware
On December 28, 1998, International Network Services, a California
corporation ("INS California"), completed a reincorporation in Delaware (the
"Reincorporation") through the merger of INS California with and into its
wholly-owned subsidiary, International Network Services, Inc., a Delaware
corporation ("INS Delaware" or the "Company"). As of the effective date of
the merger, INS California ceased to exist and INS Delaware's name was
changed to International Network Services.
The Reincorporation effects only a change in the legal domicile of the
Company and will not result in any change in the Company's business,
management, employees, fiscal year, assets or liabilities, trading symbol
("INSS"), location of any of the facilities (including corporate
headquarters) and will not result in any relocation of management or other
employees. The Reincorporation was approved by the holders of a majority of
outstanding shares of Common Stock of INS California, at INS California's
annual meeting of shareholders held on October 29, 1998 (the "Annual
Meeting").
Pursuant to the Agreement and Plan of Merger between INS Delaware and
INS California, each share of INS California's Common Stock, no par value,
automatically converted into one share of INS Delaware's Common Stock, $0.001
par value, on the effective date of the merger. Certificates representing
issued and outstanding shares of INS California's Common Stock automatically
represent the same number of shares of INS Delaware's Common Stock.
Shareholders will not be required to undertake a mandatory exchange of INS
California's shares.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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2.1 Agreement and Plan of Merger between International Network
Services, a California corporation, and International Network
Services, Inc., a Delaware corporation, dated as of December
28, 1998.
3.1 Certificate of Incorporation.
3.2 Bylaws.
10.1 Form of Indemnification Agreement executed by the Company and
each of its executive officers and directors and certain key
employees.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 29, 1998 International Network Services
/s/ Kevin J. Laughlin
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By: Kevin J. Laughlin
Vice President, Finance,
Chief Financial Officer and
Secretary
International Network Services
Form 8-K
Index to Exhibits
Exhibit Number Description
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2.1 Agreement and Plan of Merger between International Network
Services, a California corporation, and International Network
Services, Inc., a Delaware corporation, dated as of
December 28, 1998.
3.1 Certificate of Incorporation.
3.2 Bylaws.
10.1 Form of Indemnification Agreement executed by the Company and
each of its executive officers and directors and certain key
employees.