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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 1997
IMNET SYSTEMS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-26306 39-1730068
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3015 Windward Plaza
Windward Fairways II 30202
Alpharetta, Georgia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number including area code (770) 521-5600
(Former name or former address, if changed since last report) Not applicable
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ITEM 5. OTHER EVENTS.
On June 25, 1997, IMNET Systems, Inc., a Delaware corporation
("Registrant" or "IMNET") acquired 100% of the outstanding stock of Advisoft
Consulting, SA, a societe anonyme organized under the laws of France
("Advisoft"), pursuant to a Stock Purchase Agreement ("Agreement"). Advisoft,
located in Paris, France, is a consulting and integration services company which
has been an IMNET Business Partner since 1993.
In consideration of the merger and pursuant to the Agreement,
Registrant paid $5.1 million in cash and delivered 85,084 shares of Common Stock
of Registrant to Advisoft's stockholder. Advisoft's sole stockholder was Mr.
Victor Marty. Mr. Marty, the President and founder of Advisoft, will continue
with the Company in the capacity of Business Manager. The consideration given to
acquire the business of Advisoft was determined as a result of arm's length
negotiations between unrelated parties. The Company has accounted for the
acquisition as a purchase.
IMNET Systems, Inc. develops and markets electronic healthcare
information management systems that capture, index, store, retrieve and display
financial information, clinical information and medical images. The IMNET
Electronic Information WarehouseTM, which supplies the missing link for the
implementation of the Electronic Medical Record, is a true enterprise-wide
solution that integrates with software from most leading Healthcare Information
Systems providers. IMNET's World-Wide Web site address is WWW.IMNET.COM.
Note regarding Private Securities Litigation Reform Act: Statements
made by IMNET which are not historical facts are forward looking statements that
involve risks and uncertainties and are subject to the safe harbor created by
the Private Securities Litigation Reform Act of 1995. IMNET's future financial
performance could differ significantly from the expectations of management and
from results expressed or implied in this Form 8-K. For example, the integration
of the acquired business may not meet expectations. Furthermore, sales outside
the United States are subject to incremental risks, including exchange rate
fluctuations and long payment cycles. For further information on these and other
risk factors, please refer to IMNET's Form 10-K for the year ended June 30,
1996, including the "Business-Risk Factors" section thereof.
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ITEM 9. SALES OF UNREGISTERED SECURITIES PURSUANT TO REGULATION S.
In connection with the Advisoft acquisition, the Registrant issued
85,084 shares ("Shares") of Common Stock, $.01 par value, to Victor Marty, a
resident of France. See Item 5 above. The Shares were valued at approximately $2
million. The Shares were not registered under the Securities Act of 1933, as
amended, in reliance upon Regulation S promulgated thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IMNET SYSTEMS, INC.
Date: June 25, 1997 By: Raymond L. Brwon
Raymond L. Brown
Chief Financial Officer
(Principal Financial and Accounting Officer)
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