<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IMNET SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
452921109
(CUSIP Number)
Copy to:
21st Century Communications Stephen A. Cohen, Esq.
Partners, L.P. Morrison Cohen Singer & Weinstein, LLP
767 Fifth Avenue, 45th Floor 750 Lexington Avenue
New York, New York 10153 New York, New York 10022
Telephone (212) 754-8100 Telephone (212) 735-8600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
February 15, 1996
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following space ___.
Check the following space if a fee is being paid with the statement ___. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 25
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CUSIP
No. 452921109 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
21st Century Communications Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power
Number of 220,278 shares 2.4%
Shares
Beneficially 8 Shared Voting Power
Owned By 104,825 shares 1.2%
Each
Reporting 9 Sole Dispositive Power
Person 220,278 shares 2.4%
With
10 Shared Dispositive Power
104,825 shares 1.2%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
325,103 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
3.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 25
<PAGE>
CUSIP
No. 452921109 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
21st Century Communications T-E Partners, L.P.
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power
Number of 76,255 shares 0.8%
Shares
Beneficially 8 Shared Voting Power
Owned By 248,848 shares 2.7%
Each
Reporting 9 Sole Dispositive Power
Person 76,255 shares 0.8%
With
10 Shared Dispositive Power
248,848 shares 2.7%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
325,103 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
3.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 25
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CUSIP
No. 452921109 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
21st Century Communications Foreign Partners, L.P.
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power
Number of 28,570 shares 0.3%
Shares
Beneficially 8 Shared Voting Power
Owned By 296,533 shares 3.3%
Each
Reporting 9 Sole Dispositive Power
Person 28,570 shares 0.3%
With
10 Shared Dispositive Power
296,533 shares 3.3%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
325,103 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
3.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 25
<PAGE>
CUSIP
No. 452921109 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael J. Marocco
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
0 shares 0%
Number of
Shares 8 Shared Voting Power
Beneficially 325,103 shares 3.6%
Owned By
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
Person
With 10 Shared Dispositive Power
325,103 shares 3.6%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
325,103 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
3.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 25
<PAGE>
CUSIP
No. 452921109 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Lewis
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
0 shares 0%
Number of
Shares 8 Shared Voting Power
Beneficially 325,103 shares 3.6%
Owned By
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
Person
With 10 Shared Dispositive Power
325,103 shares 3.6%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
325,103 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
3.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 25
<PAGE>
CUSIP
No. 452921109 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John Kornreich
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
0 shares 0%
Number of
Shares 8 Shared Voting Power
Beneficially 325,103 shares 3.6%
Owned By
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
Person
With 10 Shared Dispositive Power
325,103 shares 3.6%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
325,103 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
3.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 25
<PAGE>
CUSIP
No. 452921109 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Harvey Sandler
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 325,103 shares 3.6%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
325,103 shares 3.6%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
325,103 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
3.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 25
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CUSIP
No. 452921109 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew Sandler
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 325,103 shares 3.6%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
325,103 shares 3.6%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
325,103 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
3.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 25
<PAGE>
CUSIP
No. 452921109 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Rubenstein
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 406,217 shares 4.5%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
406,217 shares 4.5%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
406,217 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
4.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 25
<PAGE>
CUSIP
No. 452921109 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Fingerhut
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 406,217 shares 4.5%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
406,217 shares 4.5%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
406,217 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
4.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 25
<PAGE>
CUSIP
No. 452921109 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Irwin Lieber
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 406,217 shares 4.5%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
406,217 shares 4.5%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
406,217 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
4.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 12 of 25
<PAGE>
This statement, dated February 15, 1996, constitutes Amendment No. 1 to
the Schedule 13D, dated July 19, 1995, regarding the reporting persons'
ownership of certain securities of IMNET Systems, Inc. (the "Issuer").
The Schedule 13D is hereinafter referred to as the "Schedule." All
capitalized terms used herein and otherwise undefined shall have the meanings
ascribed in the Schedule.
This Amendment No. 1 to the Schedule is filed in accordance with Rule
13d-2 of the Securities Exchange Act of 1934, as amended, by the reporting
persons. It shall refer only to information which has materially changed since
the filing of the Schedule.
ITEM 1. Security and Issuer.
(a) Common Stock, par value $.01 per share ("Common Stock")
(CUSIP No. 452921109)
IMNET Systems, Inc.
8601 Dunwoody Place, Suite 320
Atlanta, Georgia 30350
ITEM 2. Identity and Background
1. (a) 21st Century Communications Partners, L.P., a limited
partnership organized under the laws of the State of Delaware ("21st Century").
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: Investments.
(d) No.
(e) No.
Sandler Investment Partners, L.P. ("SIP") and InfoMedia Associates, Ltd.
("InfoMedia") are the general partners of 21st Century. The limited partners of
21st Century include certain other investors.
Page 13 of 25
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2. (a) 21st Century Communications T-E Partners, L.P., a limited
partnership organized under the laws of the State of Delaware ("T-E").
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: Investments.
(d) No.
(e) No.
SIP and InfoMedia are the general partners of T-E. The limited partners
of T-E include certain other investors.
3. (a) 21st Century Communications Foreign Partners, L.P., a limited
partnership organized under the laws of the State of Delaware ("Foreign").
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: Investments.
(d) No.
(e) No.
SIP, 21st Century Management and InfoMedia are the general partners
of Foreign. The limited partners of Foreign include certain other investors.
4. (a) Michael J. Marocco, director, officer and sole shareholder
of MJM Media Corp.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Business: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
Page 14 of 25
<PAGE>
(e) No.
(f) Citizenship: United States.
MJM Media is a general partner of Sandler Capital Management ("SCM"),
which is the general partner of SIP, a general partner of 21st Century,
T-E and Foreign.
5. (a) Barry Lewis, director and majority shareholder of EMEBE Corp.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Business: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
EMEBE Corp. is a general partner of SCM, which is the general
partner of SIP, a general partner of 21st Century, T-E and Foreign.
6. (a) John Kornreich, director and majority shareholder of Four JK
Corp.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Business: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
Four JK Corp. is a general partner of SCM, which is the general partner of
SIP, a general partner of 21st Century, T-E and Foreign.
Page 15 of 25
<PAGE>
7. (a) Harvey Sandler, sole shareholder of ARH Corp.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
ARH Corp. is a general partner of SCM, which is the general partner of
SIP, a general partner of 21st Century, T-E and Foreign.
8. (a) Andrew Sandler, a manager and majority member of ALSI, LLC.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
ALSI, LLC is a general partner of SCM, which is the general partner of
SIP, a general partner of 21st Century, T-E and Foreign.
9. (a) Barry Rubenstein, a shareholder, President and director of
InfoMedia, and a general partner of Applewood Associates, L.P. ("Applewood"),
and an officer and director of Applewood Capital Corp. ("AC Corp."), a general
partner of Applewood.
Page 16 of 25
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(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) United States.
InfoMedia is a general partner of 21st Century, T-E and Foreign.
10. (a) Barry Fingerhut, a shareholder, Executive Vice President and
director of InfoMedia, and a general partner of Applewood, and an officer and
director of AC Corp., a general partner of Applewood.
(b) Address:
767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investment adviser.
(d) No.
(e) No.
(f) United States.
InfoMedia is a general partner of 21st Century, T-E and Foreign.
11. (a) Irwin Lieber, a shareholder, Secretary and Treasurer and a
director of InfoMedia, and a general partner of Applewood, and an officer and
director of AC Corp., a general partner of Applewood.
(b) Address:
767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investment adviser.
Page 17 of 25
<PAGE>
(d) No.
(e) No.
(f) United States.
InfoMedia is a general partner of 21st Century, T-E and Foreign.
ITEM 3. Source and Amount of Funds or Other Consideration.
On or about January 13, 1995, 21st Century, T-E, Foreign and Applewood
invested an aggregate of $5,500,040 in return for convertible preferred stock of
the Issuer. In the July 1995 public offering, the convertible preferred stock
was converted into Common Stock subject to an 180 day lock up agreement with
registration rights. In February 1996, 21st Century, T-E, Foreign and Applewood
sold a portion of their Common Stock in a public offering by the Issuer pursuant
to such registration rights (the "1996 Public Offering").
ITEM 4. Purpose of Transaction.
The Reporting Persons acquired their shares for the purposes of investment.
The Reporting Persons do not have any plans or proposals which relate to or
would result in any of the actions set forth in subparagraphs (a) through (j) of
item 4 of Schedule 13D.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and
percentage (based on 9,070,975 shares of Common Stock outstanding as reported in
the Issuer's Prospectus dated February 15, 1996) of outstanding shares of Common
Stock owned beneficially by each reporting person named in Item 2, as of
February 15, 1996:
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ -------------------
21st Century Communications 325,103(1) 3.6%
Partners, L.P.
- --------
(1) Includes 220,278 shares of Common Stock. 21st Century disclaims beneficial
ownership of 76,255 shares of Common Stock owned by T-E and 28,570 shares
of Common Stock owned by Foreign.
Page 18 of 25
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Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ -------------------
21st Century Communications T-E 325,103(2) 3.6%
Partners, L.P.
21st Century Communications Foreign 325,103(3) 3.6%
Partners, L.P.
Michael J. Marocco 325,103(4) 3.6%
Barry Lewis 325,103(4) 3.6%
John Kornreich 325,103(4) 3.6%
Harvey Sandler 325,103(4) 3.6%
Andrew Sandler 325,103(4) 3.6%
Barry Rubenstein 406,217(4) 4.5%
Irwin Lieber 406,217(4) 4.5%
Barry Fingerhut 406,217(4) 4.5%
(b) By virtue of being the sole shareholder, officer and
director of MJM Media Corp., Michael J. Marocco may be deemed to have shared
power to vote and to dispose of 325,103 shares of Common Stock, representing
approximately 3.6% of the outstanding Common Stock.
By virtue of being the majority shareholder and director of EMEBE Corp.,
Barry Lewis may be deemed to have shared power to vote and to dispose of 325,103
shares of Common Stock, representing approximately 3.6% of the outstanding
Common Stock.
By virtue of being the majority shareholder and director of Four JK Corp.,
John Kornreich may be deemed to have shared power to vote and to dispose of
325,103 shares of Common Stock, representing approximately 3.6% of the
outstanding Common Stock.
By virtue of being the sole shareholder of ARH Corp., Harvey Sandler may be
deemed to have shared power to vote and to dispose of 325,103 shares of Common
Stock, representing approximately 3.6% of the outstanding Common Stock.
By virtue of being a manager and majority member of ALSI, LLC, Andrew
Sandler may be deemed to have shared power to vote and to dispose of 325,103
shares of Common Stock, representing approximately 3.6% of the outstanding
Common Stock.
- --------
(2) Includes 76,255 shares of Common Stock. T-E disclaims beneficial ownership
of 220,278 shares of Common Stock owned by 21st Century and 28,570 shares
of Common Stock owned by Foreign.
(3) Includes 28,570 shares of Common Stock. Foreign disclaims beneficial
ownership of 220,278 shares of Common Stock owned by 21st Century and
76,255 shares of Common Stock owned by T-E.
(4) The reporting person disclaims beneficial ownership of these securities,
except to the extent of his equity interest therein.
Page 19 of 25
<PAGE>
By virtue of being a shareholder, officer and director of InfoMedia, and a
general partner of Applewood, Barry Rubenstein may be deemed to have shared
power to vote and to dispose of 406,217 shares of Common Stock, representing
approximately 4.5% of the outstanding Common Stock.
By virtue of being a shareholder, officer and director of InfoMedia and a
general partner of Applewood, Irwin Lieber may be deemed to have shared power to
vote and to dispose of 406,217 shares of Common Stock, representing
approximately 4.5% of the outstanding Common Stock.
By virtue of being a shareholder, officer and director of InfoMedia and a
general partner of Applewood, Barry Fingerhut may be deemed to have shared power
to vote and to dispose of 406,217 shares of Common Stock, representing
approximately 4.5% of the outstanding Common Stock.
(c) The following is a description of all transactions in shares of
Common Stock of the Issuer by the persons identified in Item 2 of this
Schedule 13D effected from December 17, 1995 through February 15, 1996,
inclusive:
Purchase or Number of Shares Purchase or
Name of Shareholder Sale Date Purchased or (Sold) Sale Price
- ------------------- ----------- ------------------- ----------
21st Century Communications 02/15/96 (189,445) $25.50
Partners, L.P.
21st Century Communications 02/15/96 (63,148) $25.50
T-E Partners, L.P.
21st Century Communications 02/15/96 (26,589) $25.50
Foreign Partners, L.P.
21st Century, T-E and Foreign sold their shares of Common Stock in the 1996
Public Offering.
In addition, Applewood sold 53,177 shares of Common Stock in the 1996
Public Offering at $25.50 per share.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of such
securities.
(e) On February 15, 1996, the reporting persons ceased to be
the beneficial owners of more than five percent (5%) of the Common Stock.
Page 20 of 25
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer
Beginning as of 180 days from July 19, 1995, 21st Century, T-E, and Foreign
will be entitled, subject to certain conditions, to require the Issuer to
register under The Securities Act of 1933, as amended, shares of Common Stock
under the terms of a Third Amendment to Amended and Restated Registration
Agreement, dated July 13, 1995, by and among the Issuer, 21st Century, T-E,
Foreign, Applewood and other parties identified on the signature pages thereto.
(See Exhibit 7.02 incorporated by reference). There are no other contracts,
arrangements, understandings, or relationship with respect to the securities of
the Issuer among the reporting persons.
ITEM 7. Material to be filed as Exhibits.
Exhibit 7.01 Joint Filing Agreement.
Exhibit 7.02 Third Amendment to Amended and Restated Registration Agreement
dated January 13, 1995, by and among the Issuer, 21st Century, T-E, Foreign,
Applewood and other parties identified on the signature pages thereto.
Exhibit 7.03 Joint Filing Agreement.
Page 21 of 25
<PAGE>
Signature
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned hereby certifies that the information set forth in this
Schedule is true, complete, and correct.
Date: June 11, 1996
21ST CENTURY COMMUNICATIONS PARTNERS, L.P.
By: Sandler Investment Partners, L.P., general partner
By: Sandler Capital Management, general partner
By: MJM Media Corp., general partner
By: s/ Michael J. Marocco
-----------------------------------
Name: Michael J. Marocco
Title: President
21ST CENTURY COMMUNICATIONS T-E PARTNERS, L.P.
By: Sandler Investment Partners, L.P., general partner
By: Sandler Capital Management, general partner
By: MJM Media Corp., general partner
By: s/ Michael J. Marocco
-----------------------------------
Name: Michael J. Marocco
Title: President
21ST CENTURY COMMUNICATIONS FOREIGN PARTNERS, L.P.
By: Sandler Investment Partners, L.P., general partner
By: Sandler Capital Management, general partner
By: MJM Media Corp., general partner
By: s/ Michael J. Marocco
-----------------------------------
Name: Michael J. Marocco
Title: President
Page 22 of 25
<PAGE>
s/ Michael J. Marocco
----------------------------------
Michael J. Marocco, Individually
s/ Barry Lewis
----------------------------------
Barry Lewis, Individually
s/ John Kornreich
----------------------------------
John Kornreich, Individually
s/ Harvey Sandler
----------------------------------
Harvey Sandler, Individually
s/ Andrew Sandler
----------------------------------
Andrew Sandler, Individually
s/ Barry Rubenstein
----------------------------------
Barry Rubenstein, Individually
s/ Irwin Lieber
----------------------------------
Irwin Lieber, Individually
s/ Barry Fingerhut
----------------------------------
Barry Fingerhut, Individually
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 23 of 25
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act, as
amended, the undersigned hereby agree to the joint filing on behalf of each of
them on a statement on Schedule 13D (including amendments thereto) with respect
to the Common Stock, par value $.01 per shares, of IMNET Systems, Inc. and that
this Agreement be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
11th day of June, 1996.
21ST CENTURY COMMUNICATIONS PARTNERS, L.P.
By: Sandler Investment Partners, L.P., general partner
By: Sandler Capital Management, general partner
By: MJM Media Corp., general partner
By: s/ Michael J. Marocco
-----------------------------------
Name: Michael J. Marocco
Title: President
21ST CENTURY COMMUNICATIONS T-E PARTNERS, L.P.
By: Sandler Investment Partners, L.P., general partner
By: Sandler Capital Management, general partner
By: MJM Media Corp., general partner
By: s/ Michael J. Marocco
-----------------------------------
Name: Michael J. Marocco
Title: President
21ST CENTURY COMMUNICATIONS FOREIGN PARTNERS, L.P.
By: Sandler Investment Partners, L.P., general partner
By: Sandler Capital Management, general partner
By: MJM Media Corp., general partner
By: s/ Michael J. Marocco
-----------------------------------
Name: Michael J. Marocco
Title: President
Page 24 of 25
<PAGE>
s/ Michael J. Marocco
----------------------------------
Michael J. Marocco, Individually
s/ Barry Lewis
----------------------------------
Barry Lewis, Individually
s/ John Kornreich
----------------------------------
John Kornreich, Individually
s/ Harvey Sandler
----------------------------------
Harvey Sandler, Individually
s/ Andrew Sandler
----------------------------------
Andrew Sandler, Individually
s/ Barry Rubenstein
----------------------------------
Barry Rubenstein, Individually
s/ Irwin Lieber,
----------------------------------
Irwin Lieber, Individually
s/ Barry Fingerhut
----------------------------------
Barry Fingerhut, Individually
Page 25 of 25
