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. 1996 EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
(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
<TABLE>
CALCULATION OF REGISTRATION FEE
<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, 300,000 Shares $22.50 $6,750,000.00 $2,045.45
$.01 par value
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</TABLE>
* Calculated pursuant to Rule 457(h), based upon the average of the high and
low prices reported for the Common Stock on January 3, 1997 for the shares
issuable under the Plan.
378160.2
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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 Registrant's Quarterly Report on Form 10-Q filed with respect
to Registrant's quarterly period ended September 30, 1996.
(c) The Registrant's 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.
378160.2
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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.
378160.2
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<PAGE>
ITEM 8. EXHIBITS.
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 33-92130 on
Form S-1.)
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
10.6.1* IMNET Systems, Inc. 1996 Employee Discount Stock Purchase Plan
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 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;
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<PAGE>
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.
378160.2
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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>
378160.2
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<PAGE>
EXHIBITS TO REGISTRATION STATEMENT
ON FORM S-8
IMNET SYSTEMS, INC.
378160.2
<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 33-92130 on
Form S-1.)
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
10.6.1* IMNET Systems, Inc. 1996 Employee Discount Stock Purchase Plan
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.
378160.2
EXHIBIT 5
378160.2
<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 300,000
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 1996 Employee
Discount Stock Purchase Plan 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
378160.2
EXHIBIT 10.6.1
378160.2
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IMNET SYSTEMS, INC.
1996 EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
PURPOSE
Section 1 - Purpose of the Plan. The purpose of the IMNET Systems, Inc. 1996
Employee Discount Stock Purchase Plan (the "Plan") is to provide the eligible
employees of IMNET Systems, Inc. ("IMNET"), and certain of its subsidiaries, an
opportunity through regular payroll savings to acquire IMNET Common Stock at a
discount from market price, and thereby to develop a continued interest in the
success of IMNET. This Plan was adopted by the Board of Directors on November 6,
1996 and is subject to the approval of the IMNET stockholders.
DEFINITIONS
Section 2 - Definitions. As used herein, the following terms have the meanings
hereinafter set forth unless the context clearly indicates to the contrary:
2.1 "Beneficiary" shall mean the person, if any, named on the Payroll
Deduction Authorization form by a Participant according to the Plan
provisions to receive benefits in the event of the death of such
Participant. If no Beneficiary is named, the Participant's estate shall
receive any such benefits.
2.2 "Board" shall mean the Board of Directors of IMNET.
2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.4 "Common Stock" shall mean the class of stock which, at the effective
date of this Plan, is designated IMNET Common Stock, par value $.01,
and stock of any other class or classes into which such common stock
may thereafter be changed or reclassified.
2.5 "Company" shall mean IMNET and any corporation that is now, or
subsequently becomes, a Subsidiary Corporation or Parent Corporation of
IMNET if the Board designates employees of such Parent Corporation or
Subsidiary Corporation as entitled to participate in the Plan. As of
November 6, 1996, there is no Parent Corporation and the Subsidiary
Corporations designated by the Board whose employees are eligible to
participate in the Plan are IMNET/LaserARC, Inc., IMNET/Evergreen
Technologies, Inc., and IMNET California Acquisition Corporation.
2.6 "Compensation" shall mean an Eligible Employee's regular straight time
and overtime earnings received from the Company during the Plan Year,
exclusive of incentive compensation, bonus payments, commissions and
any other type of earnings received during the Plan Year; provided,
however, that the Board may determine, in its sole discretion to expand
the definition of Compensation to include any of the foregoing.
378160.2
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2.7 "Eligible Employee" shall mean any person who is receiving remuneration
through the Company's payroll system for services rendered to the
Company or who is on an approved leave of absence and the duration of
such leave has not exceeded twelve (12) weeks; provided, however, that
a person shall not be an "Eligible Employee" if his customary
employment is for not more than twenty (20) hours per week or for not
more than five (5) months in any calendar year; provided further,
however that in no event shall any person who owns, within the meaning
of Section 423(b)(3) of the Code, stock possessing five percent (5%) or
more of the total combined voting power or value of all classes of
stock of IMNET or of any Parent Corporation or Subsidiary Corporation
of IMNET be an Eligible Employee.
2.8 Parent Corporation" shall have the meaning set forth in Section 424(e)
of the Code.
2.9 "Participant" shall mean any Eligible Employee who has elected to
participate in the Plan by filing a Payroll Deduction Authorization
form as provided in the Plan.
2.10 "Payroll Deduction Authorization" shall mean the form prescribed by the
Board for use by Eligible Employees to authorize payroll deductions, to
specify the payroll deduction amount and to designate a Beneficiary, if
any, all as provided in this Plan.
2.11 "Plan" shall mean the IMNET 1996 Employee Discount Stock Purchase Plan,
the terms and provisions of which are herein set forth, as the same may
be amended from time to time.
2.12 "Plan Period" shall mean one or more Plan Periods established pursuant
to Section 3.2. Initially, the Plan Year shall be divided into two
equal Plan Periods, the first commencing January 1 of each Plan Year
and ending on June 30, and the second commencing on July 1 of each Plan
Year and ending on December 31.
2.13 "Plan Year" shall mean the 12-month period commencing each January 1
and ending on December 31, with the first Plan Year commencing January
1, 1997.
2.14 "Proper Notice" shall mean delivery to the Board of notice of any
action requested by the Participant on the form provided by the Board
for the specified action no later than fifteen (15) days before the
requested action.
2.15 "Stock Purchase Account" shall mean the account maintained for each
Participant pursuant to Section 3.7 hereof.
2.16 "Stock Value" shall mean the average of the bid and ask prices as
reported by the National Association of Securities Dealers, Inc. in the
Wall Street Journal for a particular
378160.2
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day, provided, however, if there was no activity on that day, the stock
is valued on the next subsequent day with activity.
2.17 "Subsidiary Corporation"shall have the meaning set forth in Section
424(f) of the Code.
ELIGIBILITY AND PARTICIPATION
Section 3 - Eligibility and Participation.
3.1 Eligibility. Any Eligible Employee may become a Participant in the Plan
as of the beginning of any Plan Period only by filing with the Company
not less than fifteen days prior thereto the Payroll Deduction
Authorization form which shall constitute the employee's election to
participate in the Plan for the specified Plan Period only; provided,
however, that in the Board's discretion the Payroll Deduction
Authorization form may be submitted less than fifteen days prior to
January 1, 1997. Only Eligible Employees may participate in this Plan.
3.2 Plan Periods. The Plan currently provides for two Purchase Periods as
set forth at Section 2.12; however, in the discretion of the Board of
Directors, the Plan Year may be subdivided into from one to four Plan
Periods, with each period having equal duration of months. In the event
that revised Plan Periods are designated, any references herein to
"Plan Periods" shall be deemed to be references to such revised Plan
Periods. In such event, all requirements related to events occurring
with respect to either the first or last day of the Plan Period shall
be deemed to refer to the first and/or last day, respectively, of the
respective revised Plan Periods.
3.3 Entry Date. Entry dates for Eligible Employees to become a Participant
in the Plan shall be on the first day of each Plan Period, as
determined pursuant to Section 3.1 and 3.2 hereof.
3.4 Payroll Deductions.
3.4.1 General Method of Payroll Deductions. Amounts will be accumulated for
the acquisition of Common Stock on behalf of each Participant during
each Plan Period only by after- tax payroll deductions from a
Participant's Compensation. The election of each Participant with
respect to the amount to be accumulated on behalf of the Participant
shall be contained in the Participant's Payroll Deduction Authorization
form. Subject to the limitations in Section 3.4.2 and 5.1 hereof, each
Participant may authorize a payroll deduction of any whole percentage
of the Participant's Compensation of between (1%) and twenty-five
percent (25%) of the Participant's Compensation payable during each pay
period in the Plan Period. All payroll deductions made by a Participant
shall be credited to a Stock Purchase Account maintained by IMNET in
the name of the Participant. In
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no event shall interest accrue or be payable with respect to payroll
deductions credited to a Participant's Stock Purchase Account.
3.4.2 Limitations on Payroll Deductions and Amount of Common Stock. The Board
may, but need not, specify by notice to all Eligible Employees prior to
the first day of any Plan Period, a maximum number of shares of Common
Stock that any Participant shall be permitted to acquire pursuant to
the Plan in any Plan Period, which maximum need not be the same for
every Plan Period. In addition, under no circumstances may any
Participant acquire stock under this Plan and all other stock purchase
plans (as described in Section 423 of the Code) of the Company and any
Subsidiary Corporation or Parent Corporation in excess of $25,000 in
fair market value of stock (determined as of the time any such right to
acquire stock is deemed to be granted pursuant to Section 423(b)(8) of
the Code) for any calendar year in which the Participant is eligible to
purchase Common Stock pursuant to this Plan.
3.5 Change in Payroll Deduction. The percentage payroll deduction
designated by a Participant shall continue in effect for the entire
Plan Period, unless the Participant withdraws from the Plan in
accordance with Section 3.6 hereof.
3.6 Withdrawal.
3.6.1 Termination of Employment, Other Than Due to Death, Disability, Leave
of Absence or Retirement. When a Participant ceases to be an Eligible
Employee, for reasons other than death, or termination of employment
due to disability, retirement, or approved leave of absence his or her
participation in the Plan shall terminate effective as of such date and
the total amount credited to his or her Stock Purchase Account as of
that date will be returned without interest to the Participant as soon
as reasonably practicable following such termination.
3.6.2 Death, Disability, Retirement or Leave of Absence. When a Participant
ceases to be an Eligible Participant due to death, disability, or
retirement, participation in the Plan terminates effective as of such
date. At the option of any such Participant, or the Participant's
Beneficiary, where applicable, the total amount credited to the
Participant's Stock Purchase Account shall be either (i) returned
without interest to the Participant or the Participant's Beneficiary,
where applicable, as soon as reasonably possible following the
Participant's request, or (ii) held in the Plan until the end of the
current Plan Period and used to purchase Common Stock in accordance
with Section 3.8 hereof. When a Participant ceases to be an Eligible
Employee by reason of an approved leave of absence, participation in
the Plan shall terminate effective as of the first day after twelve
weeks of such leave in the event that the Participant does not again
become an Eligible Employee after twelve weeks of such leave and the
total amount credited to his or her Stock Purchase Account as of that
date will be returned without interest to the Participant
378160.2
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as soon as reasonably practicable following such termination. Any
person whose participation in the Plan was terminated pursuant to this
Section 3.6.2 during any Plan Period and who subsequently becomes an
Eligible Employee during such Plan Period upon returning to employment
from disability or a leave of absence may not participate in the Plan
during such Plan Period but may participate in the Plan during a
subsequent Plan Period provided he or she meets the eligibility
requirements of the Plan.
3.6.3 Voluntary Termination of Payroll Deductions. At any time during the
Plan Period, a Participant may terminate his or her participation in
the Plan for the current Plan Period by filing the Proper Notice and in
such event (i) there will be no further payroll deductions from the
Participant's Compensation during the current Plan Period, (ii) at the
Participant's option, the total amount credited to his or her Stock
Purchase Account shall be either (1) returned to the Participant as
soon as reasonably possible following the Participant's request, or (2)
held in the Plan until the end of the current Plan Period and used to
purchase Common Stock pursuant to Section 3.8 hereof; and (iii) the
Participant may participate in the Plan during a subsequent Plan Period
provided he or she meets the eligibility requirements of the Plan.
3.7 Participant Records. IMNET's Chief Financial Officer or other person
designated by the Board shall create and maintain adequate records
concerning each Participant's Stock Purchase Account. Such records
shall contain such information as herein described, as well as other
information the Board deems advisable. All payroll deductions received
or held by the Company under the Plan may be used by the Company for
any corporate purposes, and the Company shall not be obligated to
segregate such funds.
3.8 Purchase of Common Stock. The cash balance reflected in each
Participant's Stock Purchase Account shall be used to purchase for such
account whole shares of Common Stock immediately after the close of
each Plan Period, as the Board shall direct. All purchases of Common
Stock under the Plan for each Plan Period must be effected no later
than three (3) months after the last day of said Plan Period. To the
extent that the Participant's Stock Purchase Account balance would
result in the purchase of shares of Common Stock in excess of the
maximum amount permitted in Sections 3.4 or 5.1 hereof, said excess
cash shall be returned to the Participant at the time the Common Stock
is distributed to him.
3.9 Stock Purchase Price. The Stock Purchase Price in any Plan Period will
be equal to eighty-five percent (85%) of the lower of the Stock Value
on the first day or the last day of such Plan Period; provided,
however, that in the event the Board does not establish, pursuant to
Section 3.4.2 hereof, a maximum number of shares of Common Stock per
Participant that may be acquired during any Plan Period, the Stock
Purchase Price for such Offering Period shall be equal to eighty-five
percent (85%) of the stock value on the last day of such Plan Period.
In the event of a change in the Company's
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capitalization, such as a stock dividend or stock split-up, the Stock
Purchase Price shall be adjusted proportionately. In the event of any
other change affecting the Common Stock, such adjustments shall be made
as may be deemed equitable by the Board.
3.10 Vesting. The total amounts held in each Participant's Stock Purchase
Account shall at all times be fully vested in the Participants
concerned.
3.11 Transferability. Amounts credited to a Participant's Stock Purchase
Account may not be assigned, transferred or pledged in any way, except
by will or by the laws of descent and distribution upon the
Participant's death, and any attempted assignment, transfer, pledge or
other disposition of such amounts shall be null and void. During a
Participant's lifetime, only the Participant may exercise the rights to
purchase Common Stock under this Plan.
3.12 Distribution in Stock. Except as otherwise provided in Section 3.6
hereof, all benefits shall be payable in whole shares of Common Stock
issued in the name of each participant or Beneficiary, if applicable,
with cash paid in lieu of fractional shares, as soon as practical after
the end of each Plan Period.
3.13 Foreign Employees. The Board may provide for such special terms for
Participants who are foreign nationals, or who are employed by the
Company outside of the United States of America, as the Board may
consider necessary or appropriate to accommodate differences in local
law, tax policy or custom. Moreover, the Board may approve such
supplements to, or amendments, restatements or alternative versions of,
this Plan as it may consider necessary or appropriate for such purposes
without thereby affecting the terms of this Plan as in effect for any
other purpose; provided, however, that no such supplements, amendments,
restatements or alternative versions shall include any provisions that
are inconsistent with the terms of this Plan, as then in effect, unless
this Plan could have been amended to eliminate such inconsistency
without further approval by the shareholders of the Company, or which
would cause the Plan to fail to meet the requirements of Section 423 of
the Code.
ADMINISTRATION
Section 4 - Administration
4.1 Board of Directors. The Plan shall be administered by the Board. The
Board shall have authority to establish, administer and interpret such
rules with respect to the Plan that it deems appropriate or necessary,
including without limitation, rules providing for payroll deductions.
Any decision of the Board with respect to such rules and the
interpretation, construction, administration and application of the
Plan shall be conclusive and binding.
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The Company shall pay all costs of administration of the Plan,
including any reasonable expenses incurred by members of the Board in
the performance of their duties.
4.2 Plan Termination and Amendment. The Board may terminate the Plan at any
time and may amend the Plan in any respect at any time or from time to
time, except that the Board may not without the approval of the
Company's stockholders, alter the maximum number of shares of Common
Stock to be sold pursuant to the Plan; provided, however, that no such
termination or amendment shall adversely affect the rights of any
Participant with respect to amounts previously credited to his Stock
Purchase Account.
MAXIMUM NUMBER OF SHARES
Section 5 - Maximum Number of Shares.
5.1 The maximum number of shares of Common Stock which shall be reserved
for sale under the Plan shall be 300,000 shares of Common Stock, which
number shall be subject to adjustment as provided in Section 5.8
hereof. Such shares shall be either authorized and unissued Shares or
Shares which have been reacquired by the Company. If the total number
of shares of Common Stock which would otherwise be available for sale
pursuant to the Plan after the close of any Plan Period exceeds the
number of Shares then available under the Plan, the Board shall make a
pro rata allocation of the shares of Common Stock remaining available
in as uniform a manner as shall be practicable and as it shall
determine to be equitable. In such event, the Board shall give written
notice to each Participant of such reduction of the number of shares of
Common Stock affected thereby and the balance of payroll deductions
credited to a Participant's Stock Purchase Account shall be returned to
the Participant.
MISCELLANEOUS
Section 6 - Miscellaneous
6.1 Other Compensation Plans. The adoption of the Plan shall not affect any
incentive or other compensation plans in effect for the Company nor
shall the adoption of the Plan preclude the Company from establishing
any other forms of incentive or other compensation for employees of the
Company.
6.2 Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.
6.3 Singular, Plural, Gender. Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the
feminine gender.
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6.4 Headings, Etc., Not Part of Plan. Headings of articles and paragraphs
hereof are inserted for convenience and reference; they constitute no
part of the Plan.
6.5 No Contract of Employment. This Plan shall not constitute a contract of
employment, and the participation herein by any Employee shall not of
itself create any rights of future employment with the Company. The
Company remains free to terminate the employment of any Participant
according to its standard employment practices.
6.6 Rights as a Stockholder. No participant shall possess any rights of a
stockholder in the Company as to Common Stock being purchased under
this Plan until said Common Stock has been issued to him in accordance
with the terms hereof.
6.7 Investment Representations. No shares of Common Stock shall be issued
pursuant to this Plan unless and until the Participant or Beneficiary
to whom issuance is to be made shall have executed any letter or
agreement required by the Company for the purpose of stating the
investment intentions of said individual with regard to the Common
Stock. The Company may, on advice of its counsel, waive this
requirement.
6.8 Adjustments for Stock Split, Etc. In the event that the outstanding
shares of Common Stock of the Company are changed into or exchanged for
a different number of shares of Common Stock by reason of
recapitalization, combination of shares, stock split-up, stock dividend
or similar action, then the maximum number of shares which may be
purchased pursuant to Section 5.1 hereof and the stock purchase price
pursuant to Section 3.9 hereof shall, without further action of the
Board, including, without limitation, amendment of this Plan, be
proportionately adjusted in a manner identical to the changes in the
outstanding number of shares of Common Stock and in the Stock Value.
6.9 Governing Law. The validity construction and effect of the Plan and any
rules or regulations relating to the Plan will be determined in
accordance with laws of the state of Georgia, without giving effect to
the principles of conflicts of laws, and applicable Federal Law.
6.10 Compliance with Legal and other Requirements. The Plan, the granting
and exercise of rights hereunder, and the other obligations of the
Company and its representatives under the Plan will be subject to all
applicable Federal and State laws, rules and regulations and to such
approvals by or registrations with any regulatory or governmental
agency as may be required. The Company may, in its discretion, postpone
the issuance or delivery of shares of Common Stock upon the exercise of
rights hereunder and until completion of such registration or
qualification of such shares of Common Stock or other required action
under any federal or state security law, rule or regulation, listing or
other required action with respect to any automated quotation system or
stock exchange upon which the shares of Common Stock or other Company
securities are designated or listed, or
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compliance with any other contractual obligation of the Company, as the
Company may consider appropriate in connection with the issuance or
delivery of shares of Common Stock in compliance with applicable laws,
rules and regulations, designation or listing requirements or other
contractual obligations.
6.11 Costs. With the exception of reasonable fees which may be imposed upon
Participants in connection with the withdrawal of shares Common Stock
in the form of stock certificates, costs and expenses incurred in the
administration of the Plan and the maintenance of accounts in
connection therewith will be paid by the Company. Any brokerage fees
and commissions for the purchase of Common Stock under the Plan, will
be paid by the Company, but any brokerage fees and commissions for the
sale of shares of Common Stock acquired under the Plan by a Participant
will be borne by such Participant.
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EXHIBIT 23.2
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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
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