REGISTRATION NO. 333-
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IMNET SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 39-1730068
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3015 Windward Plaza, Windward Fairways II, Alpharetta Georgia 30202
(Address of Principal Executive Offices) (Zip Code)
IMNET SYSTEMS, INC. KEY EMPLOYEE STOCK OPTIONS
(Full title of the plan)
Kenneth D. Rardin, CEO
IMNET Systems, Inc.
3015 Windward Plaza
Windward Fairways II
Alpharetta, Georgia 30202
(Name and address of agent for service)
(770) 521-5600
(Telephone number, including area code, of agent for service)
Copy to:
T. Clark Fitzgerald III, Esq.
Arnall Golden & Gregory
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum Amount of
Title of securities Amount to be maximum offering aggregate registration
to be registered registered price per share offering price fee*
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 648,000 Shares $22.50 $14,580,000.00 $4,418.18
$.01 par value
- -------------------------------------------------------------------------------------------------------
</TABLE>
* Calculated pursuant to Rules 457(c) and 457(h), based upon the average of
the high and low prices reported for the Common Stock on January 3, 1997 for
the shares.
390049.2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K, as amended, filed with
respect to the Registrant's fiscal year ended June 30, 1996.
(b) The Quarterly Report on Form 10-Q filed with respect to the
Registrant's quarterly period ended September 30, 1996.
(c) The Current Report on Form 8-K, as amended, dated September 30,
1996, filed October 15, 1996 (relating to the merger with Hunter International,
Inc.)
(d) The description of the Registrant's Common Stock, as such
description is set forth in the Registrant's registration statement filed under
Section 12 of the Securities Exchange Act of 1934 effected by filing of Form
8-A. This description was set forth in Registrant's prospectus dated July 20,
1995 pursuant to Rule 424(b) as part of Registrant's Registration Statement (No.
33-92130) on Form S-1.
(e) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this registration statement
which indicates that all of the shares of Common Stock offered have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
390049.2
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Bylaws of the Registrant, as amended, provide for mandatory
indemnification rights, subject to limited exceptions, to any officer or
director of the Registrant who by reason of the fact that he or she is or was an
officer or director of the Registrant, is involved in a legal proceeding of any
nature. The Registrant has also entered into indemnification agreements pursuant
to which it has agreed, among other things, to indemnify its officers and
directors to the fullest extent permitted by the General Corporation Law of the
State of Delaware (the "Delaware Code").
The Registrant is a corporation organized under the laws of the State
of Delaware. Section 145 of the Delaware Code authorizes indemnification when a
person is made a party to any proceeding by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation or was
serving as a director, officer, employee or agent of another enterprise, at the
request of the corporation, and if such person acted in good faith and in a
manner reasonably believed by him or her to be in or not opposed to the best
interests of the corporation. With respect to any criminal proceeding, such
person must have had no reasonable cause to believe that his or her conduct was
unlawful. If it is determined that the conduct of such person meets these
standards, he or she may be indemnified for expenses incurred and amounts paid
in such proceeding if actually and reasonably incurred by him or her in
connection therewith. If such a proceeding is brought by or on behalf of the
corporation (i.e., a derivative suit), such person may be indemnified against
expenses actually and reasonably incurred if he or she acted in good faith and
in a manner reasonably believed by him or her to be in, or not opposed to, the
best interests of the corporation. There can be no indemnification with respect
to any matter as to which such person is adjudged to be liable to the
corporation; however, a court may, even in such case, allow such indemnification
to such person for such expenses as the court deems proper. Where such person is
successful in any such proceeding, he or she is entitled to be indemnified
against expenses actually and reasonably incurred by him or her. In all other
cases, indemnification is made by the corporation upon determination by it that
indemnification of such person is proper because such person has met the
applicable standard of conduct.
Article Eight of the Registrant's Amended and Restated Certificate of
Incorporation provides that the Registrant's directors will not be personally
liable to the Registrant or its stockholders for monetary damages resulting from
breaches of their fiduciary duty as directors except for liability (a) for any
breach of their duty of loyalty to the Registrant or its stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the Delaware Code, which
makes directors liable for unlawful dividends or unlawful stock repurchases or
redemptions or (d) for transactions from which directors derive an improper
personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
390049.2
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<PAGE>
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
3.2.2 Amended and Restated Certificate of Incorporation of the
Registrant (hereby incorporated herein by reference to Exhibit
3.2.2 filed with Registrant's Registration Statement on Form S-1
(File No. 33-92130) which became effective on July 20, 1995)
3.3.1 Amended and Restated Bylaws of the Registrant (hereby
incorporated herein by reference to Exhibit 3.3.1 filed with
Registrant's Annual Report on Form 10-K (File No. 0-26306) for
the year ended June 30, 1996)
5* Opinion of Arnall Golden & Gregory regarding legality
10.5 IMNET Systems, Inc. 1993 Employee Stock Option and Rights Plan
(hereby incorporated herein by reference to Exhibit 10.5 filed
with Registrant's Registration Statement on Form S-1 (File No.
33-92130) which became effective on July 20, 1995)
10.5.1* Amendments to IMNET Systems, Inc. 1993 Employee Stock Option and
Rights Plan adopted September 9, 1996
10.5.2* Forms of Key Employee Stock Options
23.1* Consent of Arnall Golden & Gregory (included as part of Exhibit 5
hereto)
23.2* Consent of KPMG Peat Marwick LLP
24.1* Power of Attorney (included as part of the signature page hereto)
* Included with this filing.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective
390049.2
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<PAGE>
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement;
(iii) 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;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(3) To remove 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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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 the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with the securities being registered, 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
390049.2
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<PAGE>
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 Atlanta, State of Georgia on December 31, 1996.
IMNET SYSTEMS, INC.
By: /s/ Kenneth D. Rardin
------------------------------------
Kenneth D. Rardin, Chairman of the
Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth D. Rardin, James A. Gilbert and
Raymond L. Brown and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully 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 by the following persons in the
capacities and on the dates indicated.
PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Kenneth D. Rardin Chairman of the Board, Chief December 31, 1996
- ------------------------------------
Kenneth D. Rardin Executive Officer and Director
(Principal Executive Officer)
/s/ Raymond L. Brown Chief Financial Officer (Principal December 31, 1996
- ------------------------------------
Raymond L. Brown Financial and Accounting Officer)
/s/ James A. Gilbert President, Chief Operating December 31, 1996
- ------------------------------------
James A. Gilbert Officer and Director
/s/ Daniel P. Howell Director December 31, 1996
- ------------------------------------
Daniel P. Howell
/s/ James A. Gordon Director December 31, 1996
- ------------------------------------
James A. Gordon
</TABLE>
390049.2
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<PAGE>
EXHIBITS TO REGISTRATION STATEMENT
ON FORM S-8
IMNET SYSTEMS, INC.
390049.2
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
3.2.2 Amended and Restated Certificate of Incorporation of the
Registrant (hereby incorporated herein by reference to Exhibit
3.2.2 filed with Registrant's Registration Statement on Form S-1
(File No. 33-92130) which became effective on July 20, 1995)
3.3.1 Amended and Restated Bylaws of the Registrant (hereby
incorporated herein by reference to Exhibit 3.3.1 filed with
Registrant's Annual Report on Form 10-K (File No. 0-26306) for
the year ended June 30, 1996)
5* Opinion of Arnall Golden & Gregory regarding legality
10.5 IMNET Systems, Inc. 1993 Employee Stock Option and Rights Plan
(hereby incorporated herein by reference to Exhibit 10.5 filed
with Registrant's Registration Statement on Form S-1 (File No.
33-92130) which became effective on July 20, 1995)
10.5.1* Amendments to IMNET Systems, Inc. 1993 Employee Stock Option and
Rights Plan adopted September 9, 1996
10.5.2* Forms of Key Employee Stock Options
23.1* Consent of Arnall Golden & Gregory (included as part of Exhibit 5
hereto)
23.2* Consent of KPMG Peat Marwick LLP
24.1* Power of Attorney (included as part of the signature page hereto)
* Included with this filing.
390049.2
EXHIBIT 5
390049.2
<PAGE>
(404) 873-8500
(404) 873-8501
January 7, 1997
IMNET Systems, Inc.
3015 Windward Plaza
Windward Fairways II
Alpharetta, Georgia 30202
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is rendered in connection with the proposed issue and sale
by IMNET Systems, Inc., a Delaware corporation (the "Company"), of up to 648,000
shares of the Company's Common Stock, $.01 par value (the "Shares"), upon the
terms and conditions set forth in the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"). We have
acted as counsel for the Company in connection with the issuance and sale of the
Shares by the Company.
In rendering the opinion contained herein, we have relied in part upon
examination of the Company's corporate records, documents, certificates and
other instruments and the examination of such questions of law as we have
considered necessary or appropriate for the purpose of this opinion. Based upon
the foregoing, we are of the opinion that the Shares have been duly and validly
authorized and when sold in the manner contemplated by the Key Employee Stock
Options of the Company, and upon receipt by the Company of payment therefor, and
upon issuance pursuant to a current prospectus in conformity with the Act, they
will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a party whose consent is required to be filed with the Registration
Statement under the provisions of the Securities Act of 1933, as amended.
Sincerely,
ARNALL GOLDEN & GREGORY
390049.2
EXHIBIT 10.5.1
390049.2
<PAGE>
AMENDMENTS TO THE
IMNET SYSTEMS
1993 EMPLOYEE STOCK OPTION AND RIGHTS PLAN
--------------------
WHEREAS, IMNET Systems, Inc., a Delaware corporation (the "Company"),
has heretofore maintained the IMNET Systems, Inc. 1993 Employee Stock Option and
Rights Plan (the "Plan") for the benefit of certain of its employees; and
WHEREAS, the Company considers it advisable to amend the Plan to
increase the number of shares of Common Stock of the Company, $.01 par value,
subject to the Plan and to revise the Plan to conform to recent revisions to
Regulation 16b-3 and to provide for changes in the recapitalization provisions
of the Plan; and
WHEREAS, the Board of Directors of the Company, pursuant to Section 8
of the Plan, authorized this amendment on September 9, 1996, subject to
stockholder approval;
NOW THEREFORE, effective September 9, 1996 (the "Effective Date"),
subject to stockholder approval, the Company hereby amends the Plan as follows:
1. Section 1.(h) is hereby deleted in its entirety and the following
inserted in lieu thereof:
(h). "Disinterested Person" shall mean a "non-employee director"
as defined in Rule 16b3 as promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934
(the "Exchange Act"), as amended effective August 15, 1996,
or any successor definition of a "non-employee director"
adopted by the Commission.
2. Section 5(k) is hereby deleted in its entirety and the following
substituted in lieu thereof:
(k) Certain Recapitalizations. In general, if the Company is
merged into or consolidated with another corporation under
circumstances in which the Company is not the surviving
corporation, or if the Company is liquidated, or sells or
otherwise disposes of substantially all of its assets to
another corporation (any such merger, consolidation, etc.,
being hereinafter referred to as a "Non- Acquiring
Transaction") while unexercised options are outstanding under
the Plan, after the effective date of a Non-Acquiring
Transaction each holder of an outstanding option shall be
entitled, upon exercise of such option, to receive such
stock, or other securities as the holders of the same class
of stock as those shares subject to the option shall be
entitled to receive in such Non-Acquiring Transaction based
upon the agreed upon conversion ratio or per share
distribution. However, any limitations on exercisability of
options owned by executive officers or the Company shall be
waived, and options of non-executive officers may be waived
(in the discretion of the Committee), so that all such
options, from and after a date prior to the effective date of
such Non-Acquiring Transaction shall be exercisable in full.
Furthermore, the right to exercise shall, in the case of
executive officers, and may (in the discretion of the
Committee), in the case of other option holders, be given to
each holder (by written notice) of an option during a 15-day
period preceding the effective date of such Non- Acquiring
Transaction. Any outstanding options not exercised within
such 15- day period may be cancelled by the Committee as of
the effective date of any such Non-Acquiring Transaction, as
specified in the 15-day notice. To the extent
390049.2
<PAGE>
that the foregoing adjustments relate to stock or securities
of the Company, such adjustments shall be made by the
Committee, whose determination in that respect shall be final,
binding and conclusive.
3. The first paragraph of Section 3 is hereby deleted in its entirety,
and the following substituted in lieu thereof:
The total number of shares of Stock reserved and
available for distribution under the Plan shall be 1,590,000
shares. Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares.
4. Section 8 is hereby deleted in its entirety, and the following
substituted in lieu thereof:
SECTION 8. AMENDMENTS AND TERMINATION
The Board may amend, alter, or discontinue the Plan, but,
except as otherwise provided herein, no amendment, alteration, or
discontinuation shall be made which would impair the rights of an
optionee or participant under a Stock Option, Stock Appreciation Right
or Other Stock- Based Award theretofore granted.
The Committee may amend the terms of any Stock Option or other
award theretofore granted, prospectively or retroactively, but, subject
to Section 3 above, no such amendment shall impair the rights of any
holder without the holder's consent. The Committee may also substitute
new Stock Options for previously granted Stock Options (on a one for
one or other basis), including previously granted Stock Options having
higher option exercise prices.
Subject to the above provisions, the Board shall have broad
authority to amend the Plan to take into account changes in applicable
securities and tax laws and accounting rules, as well as other
developments.
IN WITNESS HEREOF, the Company has adopted this amendment as of the
Effective Date.
IMNET SYSTEMS, INC.
By: /s/ Raymond L. Brown
390049.2
EXHIBIT 10.5.2
390049.2
<PAGE>
EXHIBIT F-1
September 10, 1996
[FORM FOR USE OF EXECUTIVE OFFICERS]
Dear __________:
This letter sets forth the agreement between you ("Employee") and IMNET Systems,
Inc., a Delaware corporation (the "Company"), regarding your option to acquire
shares of the Company's Common Stock.
1. Grant of Option. Subject to the terms set forth below, the Company
hereby grants to Employee the right, privilege, and option to purchase
up to _________ shares (the "Option Shares" of its Common Stock at the
purchase price of $15-3/4 per share, which price is equal to the fair
market value thereof on the date of grant. The date of grant ("Grant
Date") of the option is 12:01 a.m., September 10, 1996. This option is
intended to be a "non-qualified option".
2. Term. Except as otherwise provided herein or in the Employee Stock
Option and Rights Plan, the option shall terminate upon the earlier to
occur of (i) the expiration of ten years following the Grant Date, (ii)
the date of termination of the option in accordance with Section 6 in
the event of Disability, Death or Retirement, (iii) 30 days following
voluntary termination by Employee of Employee's employment by the
Company (other than by reason of Death, Disability or Retirement) or
(iv) termination of Employee's employment by the Company (other than by
reason of voluntary termination, Disability, Death, or Retirement).
3. Time of Exercise of Option. Subject to Sections 6 and 7 below, prior to
its termination as set forth herein or in the Plan, Employee may
exercise the option granted herein on a cumulative basis as described
below:
390049.2
<PAGE>
Cumulative Percentage of
Option Shares
Exercise Date Exercisable
First Anniversary of Grant Date 20%
Second Anniversary of Grant Date 20% (40% of total granted)
Third Anniversary of Grant Date 20% (60% of total granted)
Fourth Anniversary of Grant Date 20% (80% of total granted)
Fifth Anniversary of Grant Date 20% (100% of total granted)
4. Method of Exercise. The option shall be exercised by written notice
directed to the Compensation Advisory Committee (the "Committee"), or
if none has been appointed, to the Board of Directors of the Company,
at the Company's principal executive office, accompanied by payment of
the option price for the number of Option Shares purchased in
accordance with the Plan's requirements. At Employee's discretion, the
Company shall make delivery of such shares in accordance with the Plan
provided that if any law or regulation requires the Company to take any
action with respect to the shares specified in such notice before the
issuance thereof, then the date of delivery of such shares shall be
extended for the period necessary to take such action.
5. The Plan. The Company's 1993 Employee Stock Option and Rights Plan, as
amended from time to time, by the Board of Directors of the Company
(the "Plan"), is hereby incorporated into this letter and to the extent
that anything in this letter is inconsistent with the Plan, the terms
of the Plan shall control. Employee acknowledges that the Company has
provided a copy of the Plan to Employee. The parties agree that, as a
matter of convenience, this agreement is to be governed by the Plan,
even though it is understood and agreed that the shares subject to the
option granted hereby are not among those expressly authorized to be
granted pursuant to the Plan.
6. Termination of Option. Except as otherwise stated herein, or in the
Plan, the option, to the extent not previously exercised, shall
terminate in accordance with the Plan and upon the first to occur of
the following events:
a. Disability. The expiration of 36 months after the date on which
Employee's employment by the Company is terminated, if such
termination be by reason of Employee's permanent and total
Disability (as defined in the Plan), provided, however that the
option shall be exercisable only to the extent that Employee had
the right to exercise the option at the time of termination, and
if the Employee dies within such 36 month period, any unexercised
option held by such Employee shall thereafter be exercisable in
accordance with the provisions of and shall terminate upon the
first to occur of the events described in Section 6(b).
b. Death. In the event of Employee's death while in the employ of
the Company, the expiration of 12 months following the date of
his or her death, provided that the option shall be exercisable
following the Employee's death only to the extent
390049.2
<PAGE>
that Employee had the right to exercise the option at the time
of his or her death; or
c. Retirement. In the event Employee's employment by the Company
terminates by reason of Normal or Early Retirement (as defined in
the Plan), any option held by such Employee may be exercised by
the Employee for a period of 36 months from the date of such
termination; provided, however, that if the Employee dies within
such 36 month period any unexercised option held by Employee
shall thereafter be exercisable in accordance with the provisions
of and shall terminate upon the first to occur of the events
described in Section 6(b).
Except as set forth above, the option may not be exercised unless
Employee, at the time he or she exercises the option, is, and has
been at all times since the date of grant of the option, an
employee of the Company. Employee shall be deemed to be employed
by the Company if he or she is employed by the Company or any of
its subsidiaries.
7. Reclassification, Consolidation, or Merger. The number of Option Shares
may be adjusted in accordance with the Plan if certain events such as
merger, reorganization, consolidation, recapitalization, stock
dividends, stock splits, or other changes in the Company's corporate
structure affecting its Common Stock occur.
The options subject to this Agreement shall immediately become vested
in the event of a Non-Acquiring Transaction, as defined in Section 5(k)
of the Plan.
8. Rights Prior to Exercise of Option. This option is not transferable by
Employee, except by will or by the laws of descent and distribution or
as otherwise set forth in the Plan, and during Employee's lifetime
shall be exercisable only by Employee. This option shall confer no
rights to the holder hereof to act as a stockholder with respect to any
of the Option Shares until payment of the option price and delivery of
a share certificate has been made.
9. Employee's Representations and Warranties. By execution of this
agreement, Employee represents and warrants to the Company as follows:
a. Employee is accepting this option solely for his or her own
account for investment and not with a view to or for sale or
distribution of the option or any Option Shares and not with
any present intention of selling, offering to sell, or
otherwise disposing of or distributing the option or any
Option Shares. The entire legal and beneficial interest of the
option and the Option Shares are for and will be held for the
account of the Employee only and neither in whole nor in part
for any other person.
b. Employee resides at the following address:
----------------------------
----------------------------
----------------------------
390049.2
<PAGE>
c. Employee is familiar with the Company and its plans,
operations, and financial condition. Prior to the acceptance
of this option, Employee had received all information as he or
she deems necessary and appropriate to enable an evaluation of
the financial risk inherent in accepting and exercising the
option and has received satisfactory and complete information
concerning the business and financial condition of the Company
in response to all inquiries in respect thereof.
10. Restricted Securities. Employee recognizes and understands that this
option and the Option Shares have not been and may not be in the future
registered under the Securities Act of 1933, as amended (the "Act"),
the Georgia Securities Act of 1973, as amended (the "Georgia Act"), or
any other state securities law. Any transfer of the option (if
otherwise permitted hereunder, and once exercised, the Option Shares)
will not be recognized by the Company unless such transfer is
registered under the Act, the Georgia Act, and any other applicable
state securities laws or effected pursuant to an exemption from such
registration which may then be available. Any share certificates
representing the Option Shares may be stamped with legends restricting
transfer thereof in accordance with the Company's policy with respect
to unregistered shares of its Common Stock issued to employees as a
result of exercise of options granted under the Plan. The Company may
make a notation in its stock transfer records of the aforementioned
restrictions on transfers and legends. Employee recognizes and
understands that the Option Shares may be restricted securities within
the meaning of Rule 144 promulgated under the Act; that the exemption
from registration under Rule 144 may not be available under certain
circumstances and that Employee's opportunity to utilize Rule 144 to
sell the Option Shares may be limited or denied. The Company shall be
under no obligation to maintain or promote a public trading market for
the class of shares for which the option is granted or to make
provision for adequate information concerning the Company to be
available to the public as provision for adequate information
concerning the obligation to recognize any transfer or sale of any
Option Shares unless the terms and conditions of Rule 144 are complied
with by the Employee. By acceptance hereof, Employee agrees that no
permitted disposition of this option or any Option Shares shall be made
unless and until (i) there is then in effect a registration statement
under the Act, the Georgia Ct, and applicable state securities laws
covering such proposed disposition and such disposition is made in
accordance with such registration statement, or (ii) Employee shall
have notified the Company of a proposed disposition and shall have
furnished to the Company a detailed statement of the circumstances
surrounding such disposition, together with an opinion of counsel
acceptable in form and substance to the Company that such disposition
will not require registration of the shares so disposed
under the Act, the Georgia Act, and any applicable state securities
laws. The Company shall be under no obligation to permit such transfer
or disposition on its stock transfer books unless counsel for the
Company shall concur as to such matters.
11. Tax Matters. The Employee hereby agrees to comply with any applicable
federal, state, and local income and employment tax requirements which
might arise with regard to a disposition of any Option Shares and to
inform the Company of any such disposition which occurs prior to the
expiration of (i) two years from the date of grant of the option, and
(ii) one year from the date of transfer to him of Option Shares. No
later than the
390049.2
<PAGE>
date as of which an amount first becomes includable in the gross income
of the Employee for federal income tax purposes with respect to the
exercise of any option under the Plan, Employee shall pay to the
Company, or make arrangements satisfactory to the Committee regarding
the payment of, any federal, state, or local taxes of any kind required
by law to be withheld with respect to such amount. The obligations of
the Company under the Plan are conditional on such payment or
arrangements and the Company shall have the right to deduct any such
taxes from any payment of any kind otherwise due to Employee.
12. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors, and permissible assigns.
13. Miscellaneous. This Agreement shall be governed by and construed under
the laws of the State of Georgia. If any term or provision hereof shall
be held invalid or unenforceable, the remaining terms and provisions
hereof shall continue in full force and effect. Any modification to
this Agreement shall not be effective unless the same shall be in
writing and such writing shall be signed by authorized representatives
of both of the parties hereto. The terms of paragraphs 9 and 10 shall
attach to the Option Shares. The option contained in this letter shall
not confer upon Employee any right to continued employment with the
Company, nor shall it interfere in any way with the right of the
Company to terminate the employment of Employee at any time. This
letter can be executed in two or more counterparts, each of which shall
be deemed an original and all of which together shall constitute but
one and the same instrument.
390049.2
<PAGE>
Please signify your acceptance of the option and your agreement to be bound by
the terms hereof by promptly signing one of the two original letters provided to
you and returning the same to the President of the Company. The Company looks
forward to a long and mutually beneficial relationship.
Very truly yours,
IMNET SYSTEMS, INC.
Raymond L. Brown
Senior Vice President and
Chief Financial Officer
ACCEPTED AND AGREED
on the _____ day of _______________, 1996.
EMPLOYEE:
Print Name:_____________________________
Social Security No.:____________________
390049.2
<PAGE>
EXHIBIT F-2
September 10, 1996
[FORM FOR USE FOR EMPLOYEES WHO ARE NOT EXECUTIVE OFFICERS]
Dear __________:
This letter sets forth the agreement between you ("Employee") and IMNET Systems,
Inc., a Delaware corporation (the "Company"), regarding your option to acquire
shares of the Company's Common Stock.
1. Grant of Option. Subject to the terms set forth below, the Company
hereby grants to Employee the right, privilege, and option to purchase
up to _________ shares (the "Option Shares" of its Common Stock at the
purchase price of $15-3/4 per share, which price is equal to the fair
market value thereof on the date of grant. The date of grant ("Grant
Date") of the option is 12:01 a.m., September 10, 1996. This option is
intended to be a "non-qualified option".
2. Term. Except as otherwise provided herein or in the Employee Stock
Option and Rights Plan, the option shall terminate upon the earlier to
occur of (i) the expiration of ten years following the Grant Date, (ii)
the date of termination of the option in accordance with Section 6 in
the event of Disability, Death or Retirement, (iii) 30 days following
voluntary termination by Employee of Employee's employment by the
Company (other than by reason of Death, Disability or Retirement) or
(iv) termination of Employee's employment by the Company (other than by
reason of voluntary termination, Disability, Death, or Retirement).
3. Time of Exercise of Option. Subject to Sections 6 and 7 below, prior to
its termination as set forth herein or in the Plan, Employee may
exercise the option granted herein on a cumulative basis as described
below:
390049.2
<PAGE>
Cumulative Percentage of
Option Shares
Exercise Date Exercisable
First Anniversary of Grant Date 20%
Second Anniversary of Grant Date 20% (40% of total granted)
Third Anniversary of Grant Date 20% (60% of total granted)
Fourth Anniversary of Grant Date 20% (80% of total granted)
Fifth Anniversary of Grant Date 20% (100% of total granted)
4. Method of Exercise. The option shall be exercised by written notice
directed to the Compensation Advisory Committee (the "Committee"), or
if none has been appointed, to the Board of Directors of the Company,
at the Company's principal executive office, accompanied by payment of
the option price for the number of Option Shares purchased in
accordance with the Plan's requirements. At Employee's discretion, the
Company shall make delivery of such shares in accordance with the Plan
provided that if any law or regulation requires the Company to take any
action with respect to the shares specified in such notice before the
issuance thereof, then the date of delivery of such shares shall be
extended for the period necessary to take such action.
5. The Plan. The Company's 1993 Employee Stock Option and Rights Plan, as
amended from time to time, by the Board of Directors of the Company
(the "Plan"), is hereby incorporated into this letter and to the extent
that anything in this letter is inconsistent with the Plan, the terms
of the Plan shall control. Employee acknowledges that the Company has
provided a copy of the Plan to Employee. The parties agree that, as a
matter of convenience, this agreement is to be governed by the Plan,
even though it is understood and agreed that the shares subject to the
option granted hereby are not among those expressly authorized to be
granted pursuant to the Plan.
6. Termination of Option. Except as otherwise stated herein, or in the
Plan, the option, to the extent not previously exercised, shall
terminate in accordance with the Plan and upon the first to occur of
the following events:
a. Disability. The expiration of 36 months after the date on which
Employee's employment by the Company is terminated, if such
termination be by reason of Employee's permanent and total
Disability (as defined in the Plan), provided, however that the
option shall be exercisable only to the extent that Employee had
the right to exercise the option at the time of termination, and
if the Employee dies within such 36 month period, any unexercised
option held by such Employee shall thereafter be exercisable in
accordance with the provisions of and shall terminate upon the
first to occur of the events described in Section 6(b).
b. Death. In the event of Employee's death while in the employ of
the Company, the expiration of 12 months following the date of
his or her death, provided that the option shall be exercisable
following the Employee's death only to the extent
390049.2
<PAGE>
that Employee had the right to exercise the option at the time of
his or her death; or
c. Retirement. In the event Employee's employment by the Company
terminates by reason of Normal or Early Retirement (as defined in
the Plan), any option held by such Employee may be exercised by
the Employee for a period of 36 months from the date of such
termination; provided, however, that if the Employee dies within
such 36 month period any unexercised option held by Employee
shall thereafter be exercisable in accordance with the provisions
of and shall terminate upon the first to occur of the events
described in Section 6(b).
Except as set forth above, the option may not be exercised
unless Employee, at the time he or she exercises the option,
is, and has been at all times since the date of grant of the
option, an employee of the Company. Employee shall be deemed
to be employed by the Company if he or she is employed by the
Company or any of its subsidiaries.
7. Reclassification, Consolidation, or Merger. The number of Option Shares
may be adjusted in accordance with the Plan if certain events such as
merger, reorganization, consolidation, recapitalization, stock
dividends, stock splits, or other changes in the Company's corporate
structure affecting its Common Stock occur.
8. Rights Prior to Exercise of Option. This option is not transferable by
Employee, except by will or by the laws of descent and distribution or
as otherwise set forth in the Plan, and during Employee's lifetime
shall be exercisable only by Employee. This option shall confer no
rights to the holder hereof to act as a stockholder with respect to any
of the Option Shares until payment of the option price and delivery of
a share certificate has been made.
9. Employee's Representations and Warranties. By execution of this
agreement, Employee represents and warrants to the Company as follows:
a. Employee is accepting this option solely for his or her own
account for investment and not with a view to or for sale or
distribution of the option or any Option Shares and not with
any present intention of selling, offering to sell, or
otherwise disposing of or distributing the option or any
Option Shares. The entire legal and beneficial interest of the
option and the Option Shares are for and will be held for the
account of the Employee only and neither in whole nor in part
for any other person.
390049.2
<PAGE>
b. Employee resides at the following address:
----------------------------
----------------------------
----------------------------
c. Employee is familiar with the Company and its plans,
operations, and financial condition. Prior to the acceptance
of this option, Employee had received all information as he or
she deems necessary and appropriate to enable an evaluation of
the financial risk inherent in accepting and exercising the
option and has received satisfactory and complete information
concerning the business and financial condition of the Company
in response to all inquiries in respect thereof.
10. Restricted Securities. Employee recognizes and understands that this
option and the Option Shares have not been and may not be in the future
registered under the Securities Act of 1933, as amended (the "Act"),
the Georgia Securities Act of 1973, as amended (the "Georgia Act"), or
any other state securities law. Any transfer of the option (if
otherwise permitted hereunder, and once exercised, the Option Shares)
will not be recognized by the Company unless such transfer is
registered under the Act, the Georgia Act, and any other applicable
state securities laws or effected pursuant to an exemption from such
registration which may then be available. Any share certificates
representing the Option Shares may be stamped with legends restricting
transfer thereof in accordance with the Company's policy with respect
to unregistered shares of its Common Stock issued to employees as a
result of exercise of options granted under the Plan. The Company may
make a notation in its stock transfer records of the aforementioned
restrictions on transfers and legends. Employee recognizes and
understands that the Option Shares may be restricted securities within
the meaning of Rule 144 promulgated under the Act; that the exemption
from registration under Rule 144 may not be available under certain
circumstances and that Employee's opportunity to utilize Rule 144 to
sell the Option Shares may be limited or denied. The Company shall be
under no obligation to maintain or promote a public trading market for
the class of shares for which the option is granted or to make
provision for adequate information concerning the Company to be
available to the public as provision for adequate information
concerning the obligation to recognize any transfer or sale of any
Option Shares unless the terms and conditions of Rule 144 are complied
with by the Employee. By acceptance hereof, Employee agrees that no
permitted disposition of this option or any Option Shares shall be made
unless and until (i) there is then in effect a registration statement
under the Act, the Georgia Ct, and applicable state securities laws
covering such proposed disposition and such disposition is made in
accordance with such registration statement, or (ii) Employee shall
have notified the Company of a proposed disposition and shall have
furnished to the Company a detailed statement of the circumstances
surrounding such disposition, together with an opinion of counsel
acceptable in form and substance to the Company that such disposition
will not require registration of the shares so disposed under the Act,
the Georgia Act, and any applicable state securities laws. The Company
shall be under no obligation to permit such transfer or disposition on
its stock transfer books unless counsel for the Company shall concur as
to such matters.
390049.2
<PAGE>
11. Tax Matters. The Employee hereby agrees to comply with any applicable
federal, state, and local income and employment tax requirements which
might arise with regard to a disposition of any Option Shares and to
inform the Company of any such disposition which occurs prior to the
expiration of (i) two years from the date of grant of the option, and
(ii) one year from the date of transfer to him of Option Shares. No
later than the date as of which an amount first becomes includable in
the gross income of the Employee for federal income tax purposes with
respect to the exercise of any option under the Plan, Employee shall
pay to the Company, or make arrangements satisfactory to the Committee
regarding the payment of, any federal, state, or local taxes of any
kind required by law to be withheld with respect to such amount. The
obligations of the Company under the Plan are conditional on such
payment or arrangements and the Company shall have the right to deduct
any such taxes from any payment of any kind otherwise due to Employee.
12. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors, and permissible assigns.
13. Miscellaneous. This Agreement shall be governed by and construed under
the laws of the State of Georgia. If any term or provision hereof shall
be held invalid or unenforceable, the remaining terms and provisions
hereof shall continue in full force and effect. Any modification to
this Agreement shall not be effective unless the same shall be in
writing and such writing shall be signed by authorized representatives
of both of the parties hereto. The terms of paragraphs 9 and 10 shall
attach to the Option Shares. The option contained in this letter shall
not confer upon Employee any right to continued employment with the
Company, nor shall it interfere in any way with the right of the
Company to terminate the employment of Employee at any time. This
letter can be executed in two or more counterparts, each of which shall
be deemed an original and all of which together shall constitute but
one and the same instrument.
390049.2
<PAGE>
Please signify your acceptance of the option and your agreement to be bound by
the terms hereof by promptly signing one of the two original letters provided to
you and returning the same to the President of the Company. The Company looks
forward to a long and mutually beneficial relationship.
Very truly yours,
IMNET SYSTEMS, INC.
Raymond L. Brown
Senior Vice President and
Chief Financial Officer
ACCEPTED AND AGREED
on the _____ day of ________________, 1996.
EMPLOYEE:
Print Name:________________________________
Social Security No.:_______________________
390049.2
EXHIBIT 23.2
390049.2
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
IMNET Systems, Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of IMNET Systems, Inc. of our reports dated August 13, 1996, with
respect to the consolidated balance sheets of IMNET Systems, Inc. and
subsidiaries as of June 30, 1996, and 1995, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended June 30, 1996, and the related financial
statement schedule, which reports appear in the June 30, 1996 annual report on
Form 10-K of IMNET Systems, Inc.
KPMG PEAT MARWICK LLP
January 6, 1997
390049.2
