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. 1993 EMPLOYEE STOCK OPTION AND RIGHTS 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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, 650,000 Shares $22.50 $14,625,000.00 $4,431.81
$.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.
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EXPLANATORY NOTE
On September 9, 1996, the Board of Directors of IMNET Systems, Inc. (the
"Registrant") approved, subject to stockholder approval, an amendment to the
Registrant's 1993 Employee Stock Option and Rights Plan (the "Plan"). Among
other changes, the amendment increased the maximum number of shares of the
Registrant's common stock, par value $0.01 per share (the "Common Stock")
reserved for issuance under the Plan by 650,000 shares. This Registration
Statement on Form S-8 relates to the additional 650,000 shares of Common Stock
issuable pursuant to provisions of the Plan as a result of the amendment. The
initial 940,000 shares of Common Stock available under the Plan were previously
registered on the Registrant's Registration Statement on Form S-8 SEC, Reg. No.
333-4016.
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 Reports 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.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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
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;
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(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;
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.
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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>
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EXHIBITS TO REGISTRATION STATEMENT
ON FORM S-8
IMNET SYSTEMS, INC.
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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
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.
388086.2
EXHIBIT 5
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(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 650,000
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 1993 Employee Stock
Option and Rights 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
388086.2
EXHIBIT 10.5.1
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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
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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
388086.2
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
388086.2
