As Filed with the Securities and Exchange Commission on May 16, 1997
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
IMNET SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 7372 39-1730068
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)
3015 Windward Plaza
Windward Fairways II
Alpharetta, Georgia 30202
(770) 521-5600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Mr. Kenneth D. Rardin Copies of Communications to:
President and Chief Executive Officer T. Clark Fitzgerald III, Esq.
3015 Windward Plaza Arnall Golden & Gregory
Windward Fairways II 1201 W. Peachtree Street
Alpharetta, Georgia 30202 Atlanta, Georgia 30309
(770) 521-5600 (404) 873-8500
(Name, address, including zip code and telephone number, including area
code, of agent for service)
---------------
Approximate date of commencement of proposed sale of the
securities to the public: From time to time after this
Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.|_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of mount to be Registered ffering Price Per Share(1)Aggregate Offering Amount of
Securities to be Registered A O Price(1) Registration Fee(1)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 par value 429,292 Shares $19.875 $8,532,179 $2,586.00
=============================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c) and based on the average of the high and
low prices of the Company's Common Stock on May 15, 1997 as reported on The
Nasdaq Stock Market.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 16, 1997
PROSPECTUS
IMNET SYSTEMS, INC.
429,292 SHARES OF COMMON STOCK
$.01 PAR VALUE
This Prospectus relates to an aggregate of 429,292 shares of Common
Stock, par value $.01 per share (the "Common Stock"), of IMNET Systems, Inc., a
Delaware corporation ("IMNET" or the "Company"). All of the Common Stock offered
hereby may be sold from time to time by and for the account of the Selling
Stockholders named in this Prospectus (the "Selling Stockholders"), or for the
account of pledgees, donees, transferees or other successors in interest of the
Selling Stockholders. See "Selling Stockholders" herein.
The methods of sale of the Common Stock offered hereby are described
under the heading "Plan of Distribution." The Company will receive none of the
proceeds from such sales. The Company will pay all expenses (other than
underwriting and brokerage expenses, fees, discounts, and commissions, all of
which will be paid by the Selling Stockholders) incurred in connection with the
offering described in this Prospectus.
The Selling Stockholders and any broker-dealers that participate in the
distribution of the Common Stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"), and any commission or profit on the resale of shares received by
such broker-dealers may be deemed to be underwriting commissions and discounts
under the 1933 Act. Upon the Company's being notified by the Selling
Stockholders that any material arrangement has been entered into with a broker
or dealer for the sale of the shares through a secondary distribution, or a
purchase by a broker or dealer, a supplemented Prospectus will be filed, if
required, disclosing among other things the names of such brokers and dealers,
the number of shares involved, the price at which such shares are being sold and
the commissions paid or the discounts or concessions allowed to such
broker-dealers.
The Common Stock offered hereby involves a high degree of risk. See
"Risk Factors" beginning on page 4.
Sales of Stock may also be made for the account of the Selling
Stockholders, or for the account of donees, transferees or other successors in
interest of the Selling Stockholders, pursuant to Rule 144 under the 1933 Act.
The Common Stock of the Company is listed on the Nasdaq Stock Market's National
Market System (Symbol: IMNT). On May 15, 1997, the closing price of the Common
Stock was $19.875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------------
THE DATE OF THIS PROSPECTUS IS MAY 16, 1997.
394166.12
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission, 450
Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549; and at
regional offices of the Commission at the Citicorp Center, 500 West Madison,
Suite 1400, Chicago, Illinois 60661 and at 7 World Trade Center, New York, New
York 10048. Copies of such material may be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Such material may also be inspected and copied at
the offices of the Nasdaq Stock Market, 1735 K Street, Washington, D.C.
20006-1500, on which the Company's Common Stock is listed. In addition, the
Commission maintains a site on the World Wide Web portion of the Internet that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of such site is http://www.sec.gov.
As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration Statement on
Form S-3, as amended (the "Registration Statement"), of which this Prospectus is
a part. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement and the exhibits thereto.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document are not necessarily complete; and while the Company believes
the descriptions of the material provisions of such contracts, agreements and
other documents contained in this Prospectus are accurate summaries of such
material provisions, reference is made to such contract, agreement or other
document filed as an exhibit to the Registration Statement for a more complete
description of the matter involved, and each such statement is qualified in its
entirety by such reference.
Note: The discussions in this Prospectus contain forward looking
statements that involve risks and uncertainties. Statements contained in this
Prospectus that are not historical facts are forward looking statements that are
subject to the safe harbor created by the Private Securities Litigation Reform
Act of 1995. A number of important factors could cause the Company's actual
results for fiscal 1997 and beyond to differ materially from past results and
from those expressed or implied in any forward looking statements made by, or on
behalf of, the Company. These factors include, without limitation, those listed
in "Risk Factors".
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act: (i) Annual Report of the Company on Form 10-K for the fiscal year
ended June 30, 1996, filed on September 30, 1996, as amended by Form 10-K/A
Amendment No. 1 dated and filed on November 8, 1996 and Form 10-K/A Amendment
No. 2 dated November 11, 1996 and filed on November 12, 1996, (ii) Quarterly
Reports of the Company on Form 10-Q for the fiscal quarters ended September 30,
1996 (filed on November 14, 1996), December 31, 1996 (filed on February 14,
1997), and March 31, 1997 (filed on May 2, 1997), (iii) the Current Report on
Form 8-K of the Company dated September 30, 1996, filed on October 15, 1996, as
amended by Form 8-K/A Amendment No. 1 filed on December 12, 1996, (iv) the
Current Report on From 8-K of the Company dated March 18, 1997 and filed on
April 2, 1997, (v) the Current Report on Form 8-K of the Company dated May 15,
1997, and filed on May 15, 1997, and (vi) the description of the Company's
Common Stock contained in the Company's registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock pursuant hereto shall be
deemed to be incorporated by reference in this Prospectus and to be a part of
this Prospectus from the date of filing of such document. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement contained in this Prospectus or in any subsequently
filed document that also is or is deemed to be incorporated by reference in this
Prospectus 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 the Registration Statement or this Prospectus.
394166.12
<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents that are incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to IMNET Systems, Inc., Attn: Chief Financial Officer, 3015 Windward
Plaza, Windward Fairways II, Alpharetta, Georgia 30202, telephone 770-521-5600.
THE COMPANY
IMNET develops, markets, installs and services electronic information
and document management systems to meet the needs of the healthcare industry and
other document-intensive businesses. The Company's systems electronically
capture, index, store and retrieve information which is resident on most storage
media, including magnetic disk, optical disk, microfilm, paper and x-ray film.
IMNET's fully integrated information storage system, the IMNET Electronic
Information Warehouse, allows users to re-engineer their information management
processes to access information on a cost-effective basis and to achieve
immediate cost savings through productivity increases. The IMNET Electronic
Information Warehouse is used by healthcare providers and healthcare information
systems ("HCIS") vendors to create an electronic medical record ("EMR") by
integrating current and historical patient information with existing information
management systems. By providing access to information that is not otherwise
available electronically, the Company believes that the IMNET Electronic
Information Warehouse is a necessary component to create a complete healthcare
information system solution. Since September 1994, the Company has entered into
agreements to supply its systems through its HCIS Distribution Partners: Cerner
Corporation, HBO & Company ("HBOC"), IDX Systems Corporation and PHAMIS, Inc.
(collectively the "HCIS Distribution Partners").
Businesses and other organizations have made significant investments
over the years in information technology with the goal of creating a "paperless"
work environment in which information is made available electronically through
computers. Despite dramatic advances in computer technology, only a small amount
of current and historical information used by certain businesses today is
accessible by computer. Most of the critical information used by businesses and
other organizations continues to reside on non-electronic storage media such as
paper, creating costly information management problems including: (i) delays in
accessing information; (ii) space and personnel costs to store paper-based
records; (iii) lost and misfiled documents; (iv) single user access to relevant
data; and (v) errors in entering and reading information. While electronic
document imaging systems have been developed by several companies, no single
platform has emerged as a standard for enabling efficient, cost-effective
electronic access to all information stored on most types of storage media.
The need to access information by computer on a real-time basis is
particularly evident in the healthcare industry where the vast majority of
patient records are stored in paper files and other formats. Electronic access
through computers to current and historical patient information contained in the
patient file permits physicians and other care providers to make informed
decisions regarding patient care, while avoiding unnecessary costs and delays
such as performing multiple tests already administered by other groups in the
healthcare organization. Furthermore, market-driven efforts to contain rising
healthcare costs have resulted in an increasing demand for sophisticated
healthcare information systems that capture patient data on a real-time basis in
an EMR. In order to control healthcare costs while improving the quality of care
provided, physicians need immediate electronic access to patient information.
IMNET's Electronic Information Warehouse provides healthcare
organizations and other document-intensive businesses with a complete electronic
information management solution by integrating current and historical data,
regardless of storage media, with currently installed information management
systems. IMNET's systems electronically capture, store and retrieve scanned,
microfilmed, or computer-generated documents, utilizing third party hardware
devices, while structuring the flow of information to achieve increases in
productivity. IMNET's hierarchical information storage management system
provides necessary patient information on-line while adding the capability to
access less essential information contained in a more cost-effective storage
medium, such as microfilm. The IMNET Electronic Information Warehouse provides a
complementary extension of existing healthcare information systems and clinical
databases, thereby enabling the creation of a complete EMR.
IMNET Systems, Inc. was incorporated in Delaware in May 1992. On
October 5, 1992, the Company acquired substantially all of the assets (the "1992
Acquisition") of the electronic imaging business of IMGE, Inc. and certain of
its subsidiaries (collectively, "IMGE"). The Company's principal executive
offices are located at 3015 Windward Plaza, Windward Fairways II, Alpharetta,
Georgia 30202, and the Company's telephone number is 770-521-5600.
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Recent Developments
In April 1997 IMNET signed a multi-year Strategic Business Agreement
with Tenet Healthcare Corporation ("Tenet"). Tenet, which is based in Santa
Barbara, California, through its subsidiaries owns or operates 127 acute care
hospitals and numerous related healthcare services from coast to coast. Under
the agreement, IMNET will become the exclusive distributor of certain electronic
healthcare information and document management system technology to Tenet and
its affiliated entities.
RISK FACTORS
This Prospectus contains forward looking statements that involve risks
and uncertainties. The Company's actual results may differ significantly from
past results, and from results indicated by such forward looking statements.
Factors that may cause such differences include, but are not limited to, those
discussed below.
Limited Operating History; Lack of Profitable Operations. The Company
commenced operations in 1992 and has sustained substantial losses in recent
years, even though the Company's net income for the nine months ended March 31,
1997 was $3.7 million ($.37 per share). These amounts reflect non-recurring
charges of $2.6 million comprised of (i) $750,000 related to acquisition costs
associated with the Hunter International, Inc. acquisition, completed during the
three month period ended September 30, 1996; (ii) $1.4 million related to the
write-down of assets associated with its MedVision product line, due to the
Value Added Reseller Agreement entered into with ISG Technologies, Inc. in March
1997; and (iii) $468,000 related to relocation costs associated with the
Company's move to its new corporate headquarters, which was completed in the
three month period ended March 31, 1997. The Company's net loss for fiscal 1996
was $6.0 million ($0.69 per share) primarily as a result of $10.4 million of
non-recurring charges comprised of: (1) $5.7 million related to in-process
research and development associated with the Company's acquisitions of Evergreen
Technologies, Inc. and Quesix Software, Incorporated completed during the second
quarter of fiscal 1996 and (2) a $4.6 million non-recurring charge related to
the Company's business alliance with HBO & Company recorded in the third quarter
of fiscal 1996. Exclusive of the non-recurring charges, the Company reported
earnings of $4.3 million for fiscal 1996. Previously, the Company had incurred a
net loss of approximately $4.1 million ($0.77 per share) for fiscal 1995, and a
net loss of approximately $5.4 million ($1.38 per share) for fiscal 1994. As of
March 31, 1997, the Company had an accumulated deficit of approximately $16.8
million. In addition, the Company will require significant funds to implement
its business strategies. The Company may experience losses in the future due to
the following factors: (i) the Company's operating expenses are budgeted on
anticipated revenues; (ii) the Company incurs significant expenses in connection
with research and development, and, more recently, the development of its direct
and indirect selling and marketing efforts; (iii) a high percentage of the
Company's expenses are fixed, and (iv) the Company may incur additional charges
relating to acquisitions and business alliances. As a result, there can be no
assurance that the Company will be profitable in the future, or that funds
provided by operations and present capital will be sufficient to fund the
Company's ongoing operations. The Company believes its current operating funds
will be sufficient to finance its cash requirements for at least the next 12
months. If the Company has insufficient funds, there can be no assurance that
additional financing can be obtained on acceptable terms, if at all. The absence
of such financing would have a material adverse effect on the Company's
business, including a possible reduction or cessation of operations.
Variability in Quarterly Operating Results; Volatility of Stock Price.
Results of operations have fluctuated and may continue to fluctuate
significantly from quarter to quarter as a result of a number of factors,
including: (i) contract terms and the volume and timing of system sales and
customer acceptances; (ii) customer purchasing patterns, long sales cycles,
order cancellations and rescheduling of system installations; (iii) the mix of
direct and indirect sales; (iv) the mix of higher-margin software revenues and
lower-margin hardware revenues; and (v) the actions of competitors. In addition,
the Company believes that sales generated to and by its HCIS Distribution
Partners and its general business distribution partners, which are harder to
predict, will increase as a percentage of total revenues. In fiscal 1996 and the
first nine months of fiscal 1997 the Company recognized revenue from large
multi-site licenses and from transactions in which the Company's distribution
partners purchased software licenses in quantity for resale. These transactions,
which typically had higher margins, are difficult to predict, particularly as to
when a distribution partner will acquire additional licenses, and the quantity
such partner will purchase. Accordingly, the Company's future operating results
are likely to be subject to significant variability from
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quarter to quarter and could be adversely affected in any particular quarter.
The Company's total revenues and results of operations may also be affected by
seasonal trends including the possibility of higher revenues in the Company's
second and fourth fiscal quarters and lower revenues in its first and third
fiscal quarters as a result of many customers' annual purchasing and budgetary
practices and the Company's sales commission practices relying in part on annual
quotas. As a result, the Company believes that period-to-period comparisons of
its revenues and results of operations are not necessarily meaningful and should
not be relied upon as indicators of future performance. Due to the foregoing
factors, among others, it is possible that the Company's operating results will
be below the expectations of public market analysts and investors. In such
event, the price of the Company's Common Stock could be materially and adversely
affected. In addition, the market price for the Company's Common Stock has been
volatile and in the future could be adversely affected by general trends in the
Company's industry, changes in general market conditions and other factors.
Customer Concentration. The Company's product sales have been
concentrated in a small number of customers, and the Company has historically
derived a substantial percentage of its total revenues from a relatively small
number of customers. For the nine months ended March 31, 1997, two customers
accounted for approximately 51% of the Company's total revenues. For the year
ended June 30, 1996, two customers accounted for approximately 32% of the
Company's total revenues. In fiscal 1995, four customers accounted for 41% of
the Company's total revenues. In fiscal 1994, two customers accounted for 27% of
the Company's total revenues. Furthermore, the Company has granted extended
payment terms in several instances. Developments adverse to the financial
condition of any of these customers, their failure to honor payment obligations,
or the inability to replace any such customer with significant new customers
would have a material adverse effect on the Company's financial position and
results of operations.
Product Acceptance and Market Development; Dependence on Distribution
Partners. The market for electronic information and document management systems,
as it relates to integrated mixed-media healthcare information systems, is still
relatively new and may not develop as expected. The Company's success is
dependent upon market acceptance of its products in preference to competing
products and products that may be developed by others. There can be no assurance
that the Company's products will achieve a sufficient level of market acceptance
to result in long-term profitable operations. The Company's success is also
dependent on the success of its marketing and distribution strategy which
involves, to a significant degree, a reliance upon HCIS vendors to sell the
Company's electronic information and document management systems as a necessary
component of the integrated systems being marketed by such distribution
partners. If the HCIS Distribution Partners or future distribution partners
elect not to include the Company's products as components in their integrated
systems or are unsuccessful in achieving significant sales of those systems, the
Company's business would be materially and adversely affected.
Long Sales and Delivery Cycle; Dependence on Future Systems Sales. The
decision by a healthcare provider to replace or substantially upgrade its
information systems typically involves a major commitment of capital and an
extended review and approval process. Accordingly, the sales and delivery cycle
for the Company's system is typically eight to 24 months from initial contact to
delivery and acceptance of the products. The time required from initial contact
to contract execution is typically six to 12 months. During these periods, the
Company may expend substantial time, effort and funds preparing a contract
proposal and negotiating the contract. Under customary system sales agreements,
the Company does not record revenues on products until they have been delivered
and accepted by the customer. The length of time between contract execution and
acceptance typically ranges from two to 12 months for an end-user depending on
the size of the order, the products ordered and delivery terms. At March 31,
1997, the Company had approximately $40.0 million of signed sales contracts for
systems and services which had not yet been delivered. This amount includes
contracts for software license fees, hardware sales and services that may
include cancellation provisions that do not pertain to IMNET's performance, and
contracts that are expected to result in revenues over periods of as much as
five years. Over time, the proportion of such signed sales contracts represented
by long-term contracts is expected to increase. Any significant or ongoing
failure to achieve signed contracts and subsequent customer acceptance after
expending time, effort and funds could have a material adverse effect on the
Company's business.
Ability to Manage Growth. As a result of both internal development and
expansion into additional applications and markets, the Company is currently
experiencing a period of rapid growth and expansion. Such growth and expansion
has placed and could continue to place a significant strain on the Company's
services and support operations, sales and administrative personnel and other
resources. The Company's ability to manage such growth effectively will require
the Company to continue to improve its operational, management and financial
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systems and controls and to train, motivate and manage its employees. As a
result, IMNET is subject to certain growth-related risks, including the risk
that it will be unable to retain the necessary personnel or acquire other
resources necessary to service such growth adequately.
Risks Associated with Acquisitions. As part of the Company's strategy
to enhance and maintain its competitive position, IMNET has consummated the
acquisitions of several companies and continues to evaluate potential
acquisitions of businesses, products and technologies. In considering an
acquisition, the Company may compete with other potential acquirors, many of
which may have greater financial and operations resources. Further, the
evaluation, negotiation, and integration of such acquisitions may divert
significant time and resources of the Company, particularly of management. There
can be no assurance that suitable acquisition candidates will be identified,
that any acquisitions can be consummated or that any acquired businesses or
products can be successfully integrated into the Company's operations. In
addition, there can be no assurance that the completed acquisitions or any
future acquisitions will not have a material adverse effect upon the Company,
particularly in the fiscal quarters immediately following the consummation of
such transactions due to operational disruptions, unexpected expenses and
accounting charges which may be associated with the integration of such
acquisitions.
Risks Associated with HBOC Distribution Partner Relationship. The
Company entered into a definitive agreement with HBOC in the third quarter of
fiscal 1996, whereby the Company will assume responsibility for providing
maintenance and support to certain HBOC customers, and for converting such
customers to use of IMNET's products. There can be no assurance that the Company
will recover its investment in this relationship, or that the maintenance,
support and conversion will be successfully accomplished or profitable.
Risks Associated with Outsourcing of IMNET MegaSAR Microfilm Jukebox.
In the fourth quarter of fiscal 1996 the Company granted to SoftNet Systems,
Inc. ("SoftNet") worldwide, exclusive manufacturing rights and non-exclusive
distribution rights for the MegaSAR Microfilm Jukebox and its associated
technology. The Company retained the right to distribute the product to
healthcare customers. Failure by SoftNet to provide this product to IMNET as
required under the agreement, or to otherwise satisfy its obligations, including
future payment obligations, could have an adverse effect on the Company's
business.
Technological Changes; Competition. The market for the Company's
products is characterized by continued and rapid technological advances in both
hardware and software development requiring ongoing expenditures for research
and development and the timely introduction of new products. Compatibility with
existing and emerging industry standards is essential to the Company's marketing
strategy and research and development efforts. The establishment of standards is
largely a function of user acceptance, and standards are therefore subject to
change. IMNET's products are dependent upon a number of advanced technologies,
including those relating to computer hardware and software, storage devices,
robotics systems and other peripheral components, all of which are subject to
rapid change. To be competitive, IMNET must respond effectively to technological
changes by continuing to enhance its existing products to incorporate emerging
or evolving standards. There can be no assurance that the Company will be able
to respond effectively to technological changes or new product announcements or
introductions by others. Furthermore, there can be no assurance that the Company
will be able to access the needed new technology at an acceptable price. The
market for healthcare information systems is intensely competitive. Certain of
the Company's competitors have significantly greater financial, technical,
research and development and marketing resources than the Company. Competitors
vary in size and in the scope and breadth of the products and services offered.
The Company's products compete both with other technologies as well as similar
products developed by other companies, and other major information management
companies may enter the market in which the Company competes. Competitive
pressures and other factors, such as new product introductions by the Company or
its competitors, or the entry into new geographic markets, may result in
significant price erosion that could have a material adverse effect on the
Company's business.
Uncertainty in Healthcare Industry; Government Healthcare Reform
Proposals. The healthcare industry is subject to changing political, economic
and regulatory influences that may affect the procurement practices and
operation of healthcare providers. Many lawmakers have announced that they
intend to propose programs to reform the U.S. healthcare system. These programs
may contain proposals to increase governmental involvement in healthcare, lower
reimbursement rates and otherwise change the operating environment. Healthcare
providers may react to these proposals and the uncertainty surrounding such
proposals by curtailing or deferring investments, including those for the
Company's products and related services. Cost containment measures instituted by
healthcare providers as a result of regulatory reform or otherwise could result
in greater selectivity in the allocation of capital
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funds. Such selectivity could have a material adverse effect on the Company's
ability to sell its products and related services.
The FDA has issued a draft guidance document addressing the regulation
of certain computer products as medical devices under the Federal Food, Drug,
and Cosmetic Act (the "FDC Act"). Medical devices are subject to regulation by
the FDA which requires, among other things, premarket notifications or approvals
and compliance with labeling, registration and listing requirements, good
manufacturing practices and records and reporting requirements. The FDA
currently regulates the Company's MedVision product line.
Dependence on Key Personnel. Kenneth D. Rardin and certain other
executive officers have been primarily responsible for the development and
expansion of the Company's business, and the loss of the services of one or more
of these individuals could have a material adverse effect on the Company. In
addition, the Company believes that its future success will be dependent in part
on its continued ability to recruit, motivate and retain qualified personnel.
There can be no assurance the Company will be successful in this regard. The
Company maintains a $2.0 million key man life insurance policy on the life of
Mr. Rardin.
Dependence on Proprietary Rights and Patents. To develop and maintain
its competitive position, IMNET relies primarily upon the technical expertise
and creative skills of its personnel, confidentiality agreements and, to some
degree, patents and copyrights. The Company owns patents and has license rights
to certain patents held by third parties. These patents and patent rights relate
to aspects of the technology used in certain of the Company's products.
Successful litigation against the Company regarding its patents or patent
rights, or infringement by the Company of the patent rights of others, could
have a material adverse effect on the Company's business. There can be no
assurance that patents issued to or licensed by the Company will not be
challenged or circumvented by competitors or be found to be sufficiently broad
to protect the Company's technology or to provide it with any competitive
advantage. In addition, there can be no assurance that confidentiality
agreements will not be breached or that the Company will have adequate remedies
for any such breach.
There has been substantial litigation regarding patent and other
intellectual property rights in the computer industry. Although to the knowledge
of the Company there are no claims pending against or involving the Company,
there can be no assurance that such claims will not be instituted. Adverse
determinations in any such claim could subject the Company to significant
liabilities to third parties and could require the Company to seek licenses from
third parties. There can be no assurance that any such licenses will be
available on commercially reasonable terms.
Product Liability. The Company's products are used to provide
information that relates to healthcare enterprise operations and information
that may be used in other critical applications. Any failure by the Company's
systems to provide accurate and timely information could result in claims
against the Company. The Company maintains insurance to protect against claims
associated with the use of its products, but there can be no assurance that its
insurance coverage would adequately cover any claim asserted against the
Company. A successful claim brought against the Company in excess of its
insurance coverage could have a material adverse effect on the Company. Even
unsuccessful claims could result in the Company's expenditure of funds in
litigation and management time and resources. There can be no assurance that the
Company will not be subject to product liability claims, that such claims will
not result in liability in excess of its insurance coverage or that the
Company's insurance will cover such claims or that appropriate insurance will
continue to be available to the Company in the future at commercially reasonable
rates.
Foreign Operations. Approximately 8% of the Company's total revenues
for the fiscal year ended June 30, 1996, and 4% of the Company's total revenues
for the nine-month period ended March 31, 1997, were attributable to sales
outside the United States. Sales to customers outside the United States are
subject to incremental risks, including the following: (i) agreements may be
more difficult to enforce and receivables more difficult to collect through
foreign legal systems; (ii) to the extent the Company invoices in foreign
currencies in the future, exchange rate fluctuations could adversely affect the
Company's results of operations; (iii) foreign customers often have longer
payment cycles; and (iv) foreign countries could impose withholding taxes or
otherwise tax the Company's foreign income, impose tariffs, embargoes or
exchange controls or adopt other restrictions on foreign trade. To date, the
Company's results of operations have not been adversely affected by currency
exchange rate fluctuations because the Company has invoiced all of its sales in
United States dollars. The Company anticipates that revenues attributable to
sales outside the United States will decline as a percentage of total revenues.
394166.12
<PAGE>
Shares Eligible for Future Sale. A substantial number of shares of
Common Stock are currently available and will become available for sale in the
public market at prescribed times following the completion of this offering.
Sales of substantial amounts of Common Stock in the public market after the
offering under Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Securities Act") or otherwise, or the perception that such sales could
occur, may adversely affect prevailing market prices of the Common Stock and
could impair the future ability of the Company to raise capital through an
offering of its equity securities. In addition, certain stockholders have the
right to demand registration under the Securities Act of additional shares of
Common Stock and to have additional shares of Common Stock included in future
registered public offerings of Common Stock. This right has been exercised in
part in connection with this offering.
Certain Anti-Takeover Considerations. The Company's Bylaws contain
certain provisions that could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from attempting to
acquire, control of the Company. Such provisions could limit the price that
certain investors might be willing to pay in the future for shares of the
Company's Common Stock. Certain of such provisions will allow the Company to
issue Preferred Stock with rights senior to those of the Common Stock and to
impose various procedural and other requirements which could make it more
difficult for shareholders to effect certain corporate actions.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock offered by the Selling Stockholders.
SELLING STOCKHOLDERS
The IMNET Common Stock to which this Prospectus relates is being
offered by Larry C. Hunter and Paul Sherman (the "Selling Stockholders"). On
September 30, 1996, IMNET Oregon Acquisition Corporation ("IMNET Oregon"), a
wholly owned subsidiary of the Company, was merged (the "Hunter Merger") with
and into Hunter International, Inc. ("Hunter") pursuant to an Agreement and Plan
of Merger dated as of September 30, 1996, between the Company, IMNET Oregon,
Hunter and the Selling Stockholders (the "Hunter Merger Agreement"). An
aggregate of 429,292 shares were issued to the Selling Stockholders, in
connection with the Hunter Merger. The Selling Stockholders received and
exercised demand registration rights with respect all of the shares of IMNET
stock received by them pursuant to the Hunter Merger Agreement.
The following table states the number of shares of the outstanding
Common Stock of the Company owned by the Selling Stockholders as of March 31,
1997, the number of such shares which may be sold for the account of the Selling
Stockholders.
<TABLE>
<CAPTION>
Beneficial Ownership
Beneficial Owner Prior to the Offering(1)
---------------------------------------------
Shares Percentage
---------------- ----------------------
<S> <C> <C> <C>
Larry C. Hunter(2)................................... 321,969(4) 3.4%
Paul Sherman(3)...................................... 107,323(5) 1.1%
- -----------------------------------------------------------------------------------------------------
- ----------------
<FN>
(1) Percentage is the percentage of outstanding shares of each class of Common Stock beneficially owned as of March
31, 1997. As of such date, 9,634,714 shares of Common Stock were outstanding. Upon completion of this offering,
if all offered securities are sold, the Selling Stockholders will not own any shares of Common Stock.
(2) Prior to the Hunter Merger, Mr. Hunter was an officer, director and stockholder of Hunter. Mr. Hunter is an
employee of the Company.
(3) Prior to the Hunter Merger, Mr. Sherman was an officer, director and stockholder of Hunter. From the date of the
Hunter Merger until December 31, 1996, Mr. Sherman was an employee of the Company.
(4) Includes 32,197 shares held in escrow pursuant to the Hunter Merger Agreement. Such shares will not be available
for sale until September 30, 1997.
394166.12
<PAGE>
(5) Includes 10,732 shares held in escrow pursuant to the Hunter Merger Agreement. Such shares will not be available
for sale until September 30, 1997.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The Company has been advised that the distribution of the Common Stock
by the Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) (i) on the Nasdaq National
Market on which the Company's Common Stock are listed, in transactions that may
include special offerings and exchange distributions pursuant to and in
accordance with the rules of such exchanges, or (ii) in transactions otherwise
than on the Nasdaq National Market, or in a combination of any such
transactions. Such transactions may be effected by the Selling Stockholders at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices. The Selling
Stockholders may effect such transactions by selling the Common Stock to or
through broker-dealers and such broker-dealers will receive compensation in the
form of discounts or commissions from the Selling Stockholders and may receive
commissions from the purchasers of the Common Stock for whom they may act as
agent (which discounts or commissions from the Selling Stockholders or such
purchasers will not exceed those customary in the type of transactions
involved).
Any broker-dealers that participate with the Selling Stockholders in
the distribution of the Common Stock, may be deemed to be "underwriters" within
the meaning of the 1933 Act, and any commissions or discounts received by such
broker-dealers and any profit on the resale of the Common Stock by such
broker-dealers might be deemed to be underwriting discounts and commissions
under such act.
Upon the Company's being notified by the Selling Stockholders that any
material arrangement has been entered into with a broker or dealer for the sale
of the Common Stock through a secondary distribution, or a purchase by a broker
or dealer, a supplemented Prospectus will be filed, if required, pursuant to
Rule 424(b) under the 1933 Act, disclosing (a) the names of such broker-dealers,
(b) the number of shares involved, (c) the price at which such shares are being
sold, (d) the commission paid or the discounts or concessions allowed to such
broker-dealers, (e) where applicable, that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in this Prospectus, as supplemented, and (f) other facts material to the
transaction.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock covered by
this Prospectus are being passed upon by Arnall Golden & Gregory, LLP.
EXPERTS
The consolidated financial statements and schedule of the Company as of
June 30, 1996 and 1995, and for each of the years in the three-year period ended
June 30, 1996, included in the Company's Form 10-K for the fiscal year ended
June 30, 1996 have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, dated August 13, 1996, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The consolidated financial statements and schedule of the Company as of
June 30, 1996 and 1995, and for each of the years in the three-year period ended
June 30, 1996 included in the Company's Current Report on Form 8-K dated May 15,
1997, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, dated February 27, 1997, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
394166.12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Set forth below is an estimate of the fees and expenses to be incurred
in connection with the issuance and distribution of the shares of Common Stock,
par value $.01 per share, offered hereby.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee........................................... $ 2,586.00
------------------
Nasdaq Listing Fee............................................................................ n.a.
------------------
Blue Sky Fees and Expenses.................................................................... n.a.
------------------
Legal Fees and Expenses....................................................................... 8,500.00
------------------
Accounting Fees............................................................................... 7,500.00
------------------
Printing and Engraving Costs.................................................................. n.a.
------------------
Transfer Agent's Fee.......................................................................... n.a.
------------------
Miscellaneous Expenses........................................................................ n.a.
------------------
TOTAL......................................................................................... $ 18,586.00
==================
</TABLE>
Item 15. Indemnification of Directors and Officers
The Registrant's Restated Certificate of Incorporation contains a
provision eliminating or limiting director liability to the Registrant and its
stockholders for monetary damages arising from acts or omissions in the
director's capacity as a director. The provision does not, however, eliminate or
limit the personal liability of a director (i) for any breach of such director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under the Delaware statutory provision making
directors personally liable, under a negligence standard, for unlawful dividends
or unlawful stock purchases or redemptions, or (iv) for any transaction from
which the director derived an improper personal benefit. This provision offers
persons who serve on the Board of Directors of the Registrant protection against
awards of monetary damages resulting from breaches of their duty of care (except
as indicated above). As a result of this provision, the ability of the
Registrant or a stockholder thereof to successfully prosecute an action against
a director for a breach of his duty of care is limited. However, the provision
does not affect the availability of equitable remedies such as an injunction or
rescission based upon a director's breach of his duty of care. The Securities
and Exchange Commission has taken the position that the provision will have no
effect on claims arising under the Federal securities laws.
In addition, the Registrant's Restated Certificate of Incorporation and
Amended and Restated Bylaws provide for mandatory indemnification rights,
subject to limited exceptions, to any director or officer of the Registrant who
by reason of the fact that he or she is a director or officer of the Registrant,
is involved in a legal proceeding of any nature. Such indemnification rights
include reimbursement for expenses incurred by such director, officer, employee,
or agent in advance of the final disposition of such proceeding in accordance
with the applicable provisions of Delaware General Corporation Law.
The Company has entered into indemnification agreements with each of
its directors and officers prior to the sale of the shares offered hereby. Such
agreements provide indemnification to such individuals to the fullest extent
permitted by Delaware law.
394166.12
II-1
<PAGE>
Item 16. Financial Statements and Exhibits
a. Exhibits:
Exhibit
Number Description
+2.1 The Agreement and Plan of Merger dated as of September 30,
1996 among the Registrant, Hunter International, Inc., Larry
C. Hunter and Paul Sherman is incorporated herein by reference
to the Exhibit with the same number filed with the
Registrant's Form 8-K for September 30, 1996, filed on October
15 1996.
4* Form of Common Stock certificate.
5** Opinion of Arnall Golden & Gregory regarding legality.
23.1** Consent of Arnall Golden & Gregory (contained in Exhibit 5)
23.2** Consents of KPMG Peat Marwick LLP.
24** Powers of Attorney (included on page II-4 to this Registration
Statement)
- ----------
* Incorporated by reference to the same Exhibit number in the
Registrant's Registration Statement on Form S-1 (No. 33-92130).
** Filed herewith.
+ The Company applied for confidential treatment of portions of this
Agreement. Accordingly, portions thereof were omitted and filed separately. In
addition, in accordance with Item 601(b)(2) of Regulation S-K, the schedules
have been omitted. There is a list of schedules at the end of the Exhibit,
briefly describing them. The Registrant will furnish supplementally a copy of
any omitted schedule to the Commission upon request.
Item 17. Undertakings.
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, as amended (the "Securities Act");
(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. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected on the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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 (1)(i) and (1)(ii) above do not apply if
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, as amended
(the "Exchange Act") that are incorporated by reference in the registration
statement.
394166.12
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, 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 from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in response to Item 15, 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 Securities 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 proceeding) 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
Securities Act and will be governed by the final adjudication of such issue.
394166.12
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, as amended, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 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 May 16, 1997.
IMNET SYSTEMS, INC.
By: /s/ Kenneth D. Rardin
Kenneth D. Rardin, Chairman of the Board,
and Chief Executive Officer (Principal
Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Kenneth D. Rardin, Raymond L. Brown and James A.
Gilbert and each of them, as 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, any
related registration statement filed pursuant to Rule 462 promulgated pursuant
to the Securities Act, 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 fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Kenneth D. Rardin Chairman of the Board and Chief May 16 , 1997
- ---------------------------------- -------------------
Kenneth D. Rardin Executive Officer (Principal Executive
Officer)
/s/ Raymond L. Brown Senior Vice President and Chief May 16 , 1997
- -------------------------------- -------------------
Raymond L. Brown Financial Officer (Principal Financial and
Accounting Officer)
/s/ James A. Gilbert President, Chief Operating Officer and May 16 , 1997
- ------------------------------------ -------------------
James A. Gilbert Director
/s/ Daniel P. Howell Director May 16 , 1997
- ----------------------------------- -------------------
Daniel P. Howell
/s/ James A. Gordon Director May 16 , 1997
- ---------------------------------- -------------------
James A. Gordon
</TABLE>
394166.12
II-4
ARNALL GOLDEN & GREGORY, LLP
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
Telephone (404) 873-8500 - Facsimile (404) 873-8501
May 16, 1997
IMNET Systems, Inc.
3015 Windward Plaza
Windward Fairways II
Alpharetta, Georgia 30202
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") filed by IMNET
Systems, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act").
This Registration Statement relates to an offer by certain selling stockholders
named therein of up to 429,292 shares of the Company's Common Stock, $.01 par
value (the "Shares").
In acting as counsel to you, we have examined and relied upon such
corporate records, documents, certificates and other instruments and examined
such questions of law as we have considered necessary or appropriate for the
purposes of this opinion. Based upon and subject to the foregoing, we advise you
that in our opinion the Shares are legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption
"Experts" contained therein and elsewhere in 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 Act.
Sincerely,
ARNALL GOLDEN & GREGORY, LLP
ARNALL GOLDEN & GREGORY, LLP
394442.1
EXHIBIT 23.1
Independent Auditors' Consent
The Board of Directors
IMNET Systems, Inc.
We consent to incorporation by reference in the Form S-3 Registration Statement
(No. 333-__________) of IMNET Systems, Inc. of our report dated February 27,
1997, relating 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 report appears in the current report on Form 8-K of
IMNET Systems, Inc. dated and filed on May 15, 1997 and to the reference to our
firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Atlanta, Georgia
May 15, 1997
394166.12
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
IMNET Systems, Inc.
We consent to incorporation by reference in the Form S-3 Registration Statement
(No. 333-__________) of IMNET Systems, Inc. of our reports dated August 13,
1996, relating 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 Form 10-K of IMNET Systems, Inc.
for the year ended June 30, 1996 and to the reference to our firm under the
heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Atlanta, Georgia
May 15, 1997
394166.12
