SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 0-26306
IMNET SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 39-1730068
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3015 Windward Plaza, Windward Fairways II,
Atlanta, Georgia 30005-7448
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 521-5600
Securities registered pursuant to Section 12(b) of the Act
Title of each class Name of each exchange on which registered
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates of the
Registrant was approximately $169,720,662 at October 23, 1997 (8,344,182
shares). The number of common shares outstanding at October 23, 1997 was
9,760,698 (exclusive of treasury shares).
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The consent of the Registrant's auditors requires correction to reflect
two additional Registration Statements on Form S-8, the references to which were
omitted from the initial filing. Accordingly, the undersigned registrant hereby
amends Part IV of its Annual Report on Form 10-K as set forth below:
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
The following are filed as part of this report:
(a) 1. Consolidated Financial Statements
The following consolidated financial statements are filed herewith:
Independent Auditors' Report.
Consolidated Balance Sheets at June 30, 1997 and 1996.
Consolidated Statements of Operations for each of the years in the
three-year period ended June 30, 1997.
Consolidated Statements of Stockholders' Equity for each of the years
in the three-year period ended June 30, 1997.
Consolidated Statements of Cash Flows for each of the years in the
three-year period ended June 30, 1997.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedule
Schedule II -- Valuation and Qualifying Accounts
All other financial statements and schedules not listed above are
omitted, as the required information is not applicable or the information is
presented in the consolidated financial statements or related notes.
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3. A. Exhibits
The following exhibits are filed herewith or incorporated herein by reference:
Exhibit
Number Description
________ ___________
2.1(5) -- The Agreement and Plan of Merger dated as of
October 27, 1995 among the Registrant, Evergreen
Technologies, Inc., Jeffrey Siegel and Karen Siegel is
incorporated herein by reference to the Exhibit with
the same number filed with the Registrant's Form 8-K
for November 3, 1995, filed on November 20, 1995.
2.1.1(4)+++ -- Agreement and Plan of Merger dated as of September
30, 1996 among the Registrant, Hunter International,
Inc., Larry C. Hunter and Paul Sherman.
2.2(5) -- Agreement and Plan of Merger by and among the
Registrant, Quesix Software, Incorporated, IMNET
California Acquisition Corporation, Leslie H. Wong
and Martin Minjoe, dated as of November 28, 1995.
3.2.2(1) -- Amended and Restated Certificate of Incorporation of
Registrant.
3.3.1(2) -- Amended and Restated Bylaws dated September 10, 1996.
4(1) -- Form of Common Stock certificate.
10.3.1(5) -- Amended and Restated Registration Agreement by
and among the Registrant and certain stockholders of
the Registrant, dated as of May 22, 1992.
10.3.2(1) -- First Amendment to Amended and Restated Registration
Agreement by and among the Registrant and certain
stockholders of the Registrant, dated as of March 31,
1993.
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10.3.3(1) -- Second Amendment to Amended and Restated Registration
Agreement by and among the Registrant and certain
stockholders of the Registrant, dated as of October 18,
1993.
10.3.4(1) -- Third Amendment to Amended and Restated Registration
Agreement by and among the Registrant and certain
stockholders of the Registrant, dated as of January 13,
1995.
10.5(1) -- Employee Stock Option and Rights Plan.
10.5.1(6) -- Amendments to IMNET Systems, Inc. Employee
Stock Option Rights Plan, adopted September 9, 1996.
10.5.2(7) -- Forms of Key Employee Stock Options.
10.6(1) -- 1995 Non-Employee Directors Stock Option Plan.
10.6.1(8) -- IMNET Systems, Inc. Employee Discount Stock
Purchase Plan.
10.7.1(1) -- Form of Incentive Stock Option Agreement used by
Registrant in 1994 in connection with the Employee
Stock Option Rights Plan.
10.7.2(1) -- Form of Incentive Stock Option Agreement used
by Registrant in 1995 in connection with the
Employee Stock Option and Rights Plan.
10.7.3(5) -- Form of Incentive Stock Option Agreement used
by Registrant in 1996 in connection with the
Employee Stock Option and Rights Plan.
10.8(1) -- Form of Indemnification Agreement.
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10.9(1) -- Employment Agreement between the Registrant and
Kenneth D. Rardin, dated May 22, 1992, as amended
pursuant to an addendum, dated as of January 1, 1995.
10.9.1(2) -- Second Addendum to Employment Agreement
between the Registrant and Kenneth D. Rardin, dated
as of September 15, 1996.
10.10.1(1) -- Incentive Stock Option Agreement between the
Registrant and Kenneth D. Rardin, dated as of
February 14, 1995.
10.10.2(1) -- Incentive Stock Option Agreement between the
Registrant and Gary D. Bowers, dated February 14,
1995.
10.10.4(1) -- Incentive Stock Option Agreement between the
Registrant and Paul Collins, dated April 19, 1995.
10.18(1) -- Distributor Agreement between the Registrant and
JELCO Data Services, Inc., dated March 29, 1993.
10.19(1) -- International Distribution Agreement between the
Registrant and SG2, dated September 20, 1993.
10.20(1) -- Value-Added Reseller Agreement between the
Registrant and Cerner Corporation, dated September
30, 1994.
10.21(1) -- Distribution Agreement between the Registrant and
IDX Systems Corporation, dated February 15, 1995.
10.22(1) -- Distribution Agreement between the Registrant and
PHAMIS, Inc., dated November 16, 1994.
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10.23(1) -- International Distributor Agreement between the
Registrant and Software AG Germany, dated April 10, 1993.
10.26(1) -- Amendment to Distributor Agreement between the
Registrant and SoftNet Systems, Inc., dated June 20,
1995.
10.28(5) -- Distribution Agreement between the Registrant and
Datacom Imaging Systems, Inc., dated as of March 29,
1995.
10.28.1* -- Distribution Agreement between the Registrant and
HealthVISION, Inc., dated June 13, 1997.
10.30(5) -- End-user Equipment Purchase and Software License
Terms and Conditions between the Registrant and
McLaren Health Care Corporation, dated February 10,
1995, as amended.
10.32(5) -- Employment Agreement between the Registrant and
Raymond L. Brown, dated as of November 17, 1995.
10.33(5) -- Incentive Stock Option Agreement between Registrant
and Raymond L. Brown, dated as of December 1,
1995.
10.35(2)+ -- Manufacturing and Distribution License Agreement
between Registrant, SoftNet Systems, Inc. and
Micrographic Technology Corporation, dated as of
June 30, 1996.
10.36(6) -- Employment Agreement between the Registrant and
James A. Gilbert, dated as of September 10, 1996.
10.37(9)+ -- Value Added Reseller Agreement between the
Registrant and ISG Technologies, Inc., dated March
18, 1997.
10.38(10)++ -- Stock Purchase Agreement dated as of June 25, 1997
among Registrant, Advisoft, S.A. and Stockholder.
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10.39** -- Amended and Restated Nonqualified Deferred
Compensation Plan
10.40** -- Form of IMNET Systems, Inc. Endorsement Split-
Dollar Life Insurance Agreement with certain
executives
11* -- Statement re: Computation of Per Share Earnings.
21* -- Subsidiaries of the Registrant.
23 -- Consent of KPMG Peat Marwick LLP.
27* -- Financial Data Schedule (for SEC use only).
- -------------------
(1) Incorporated by reference to the Exhibit with the same number in the
Registrant's Registration Statement on Form S-1 (No. 33-92130).
(2) Incorporated by reference to the Exhibit with the same number in the
Registrant's Annual Report on Form 10-K for the year ended June 30,
1996.
(3) Incorporated by reference to the same Exhibit number in the
Registrant's Annual Report on Form 10-K for the year ended June 30,
1995.
(4) Incorporated by reference to the Exhibit 2.1 filed with the Company's
Form 8-K dated September 30, 1996, filed on October 15, 1996.
(5) Incorporated by reference to the same Exhibit number in the
Registrant's report on Form S-1 (No. 33-99846).
(6) Incorporated by reference to the Exhibit with the same number in the
Registrant's Form 10-Q dated December 31, 1996, filed on February 13,
1996.
(7) Incorporated by reference to the Exhibit with the same number in the
Registrant's Form S-8 (Reg. No. 333-19429).
(8) Incorporated by reference to the Exhibit with the same number in the
Registrant's Form S-8 (Reg. No. 333-19397).
(9) Incorporated by reference to the Exhibit with the same number filed
with the Company's Form 8-K dated March 18, 1997, filed on April 2,
1997.
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(10) Incorporated by reference to the Exhibit with the same number filed
with the Company's Form 8-K dated June 25, 1997.
* Previously filed as part of Form 10-K.
** Previously filed as part of Form 10-K/A, Amendment No. 1.
+ The Company has applied for confidential treatment of portions of this
Agreement. Accordingly, portions thereof have been omitted and filed
separately with the Securities and Exchange Commission.
++ In accordance with Item 601(b) (2) of Regulation S-K, the schedules
have been omitted and a list briefly describing the schedules is at
the end of the Exhibit. The Registrant will furnish supplementally a
copy of any omitted schedule to the Commission upon request.
3.B. Executive Compensation Plans and Arrangements.
1. Employee Stock Option and Rights Plan (Exhibit 10.5 hereof, and of the
Company's Registration Statement on Form S-1 (No. 33-92130)).
2. Amendments to IMNET Systems, Inc. Employee Stock Option Rights Plan,
adopted September 9, 1996 (Exhibit 10.5.1 hereof, and of the Company's
Form 10-Q dated December 31, 1996, filed on February 13, 1996).
3. Forms of Key Employee Stock Options (Exhibit 10.5.2 hereof, and of the
Company's Form S-8 (Reg. No. 333-19429)). 4. 1995 Non-Employee
Directors Stock Option Plan (Exhibit 10.6 hereof, and of the Company's
Registration Statement on Form S-1 (No. 33-92130)).
5. IMNET Systems, Inc. Employee Discount Stock Purchase Plan (Exhibit
10.6.1 hereof, and of the Company's Form S-8 (Reg. No. 333-19397)).
6. Form of Incentive Stock Option Agreement used by Registrant in 1994 in
connection with the Employee Stock Option and Rights Plan (Exhibit
10.7.1 hereof, and of the Company's Registration Statement on Form S-1
(No. 33-92130)).
7. Form of Incentive Stock Option Agreement used by Registrant in 1995 in
connection with the Employee Stock Option and Rights Plan (Exhibit
10.7.2 hereof, and of the Company's Registration Statement on Form S-1
(No. 33-92130)).
8. Form of Incentive Stock Option Agreement used by Registrant in 1996 in
connection with the Employee Stock Option and Rights Plan (Exhibit
10.7.3 hereof, and of the Company's Form S-1 (No. 33-99846)).
9. Form of Indemnification Agreement (Exhibit 10.8 hereof, and of
the Company's Registration Statement on Form S-1 (No. 33-92130)).
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10. Employment Agreement between the Registrant and Kenneth D. Rardin,
dated May 22, 1992, as amended pursuant to an Addendum, dated as of
January 1, 1995 (Exhibit 10.9 hereof, and of the Company's
Registration Statement on Form S-1 (No. 33-92130)).
11. Second Addendum to Employment Agreement between the Registrant and
Kenneth D. Rardin, dated as of September 15, 1996 (Exhibit 10.9.1
hereof, and of the Company's Annual Report on Form 10-K for the year
ended June 30, 1996).
12. Incentive Stock Option Agreement between the Registrant and Kenneth D.
Rardin, dated as of February 14, 1995 (Exhibit 10.10.1 hereof, and of
the Company's Registration Statement on Form S-1 (No. 33-92130)).
13. Incentive Stock Option Agreement between the Registrant and Gary D.
Bowers, dated February 14, 1995 (Exhibit 10.10.2 hereof, and of the
Company's Registration Statement on Form S-1 (No. 33-92130)).
14. Incentive Stock Option Agreement between the Registrant and Paul
Collins, dated April 19, 1995 (Exhibit 10.10.4 hereof, and of the
Company's Registration Statement on Form S-1 (No. 33- 92130)). 15.
Employment Agreement between the Registrant and Raymond L. Brown,
dated as of November 17, 1995 (Exhibit 10.32 hereof, and of the
Company's report on Form S-1 (No. 33-99846)).
16. Incentive Stock Option Agreement between Registrant and Raymond L.
Brown, dated as of December 1, 1995 (Exhibit 10.33 hereof, and of the
Company's report on Form S-1 (No. 33- 99846)).
17. Employment Agreement between the Registrant and James A. Gilbert,
dated as of September 10, 1996 (Exhibit 10.36 hereof, and of the
Company's Form 10-Q dated December 31, 1996, filed on February 13,
1996).
18. Amended and Restated Nonqualified Deferred Compensation Plan
19. Split-Dollar Life Insurance Program
(b) Reports on Form 8-K
The Registrant filed its Current Report on Form 8-K on April 2, 1997,
reporting its agreement with ISG Technologies, Inc., dated March 18,1997.
The Registrant filed its Current Report on Form 8-K on May 15, 1997
reporting its 1996 financial statements as restated for its acquisition of
Hunter International, Inc. in a transaction accounted for as a
pooling-of-interests.
The Registrant filed its Current Report on Form 8-K on July 10, 1997,
as amended by Amendment No. 1 on Form 8-K filed on September 9, 1997, reporting
its acquisition of Advisoft Consulting, S.A. on June 25, 1997.
487203.1
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
IMNET SYSTEMS, INC.
November 5, 1997 By:/s/ Raymond L. Brown
--------------------
Raymond L. Brown,
Chief Financial Officer
(Principal Financial and Accounting Officer)
487203.1
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EXHIBIT INDEX
2.1(5) -- The Agreement and Plan of Merger dated as of October 27,
1995 among the Registrant, Evergreen Technologies, Inc.,
Jeffrey Siegel and Karen Siegel is incorporated herein by
reference to the Exhibit with the same number filed with the
Registrant's Form 8-K for November 3, 1995, filed on
November 20, 1995.
2.1.1(4)+++ -- Agreement and Plan of Merger dated as of September 30, 1996
among the Registrant, Hunter International, Inc., Larry C.
Hunter and Paul Sherman.
2.2(5) -- Agreement and Plan of Merger by and among the Registrant,
Quesix Software, Incorporated, IMNET California Acquisition
Corporation, Leslie H. Wong and Martin Minjoe, dated as of
November 28, 1995.
3.2.2(1) -- Amended and Restated Certificate of Incorporation of
Registrant.
3.3.1(2) -- Amended and Restated Bylaws dated September 10, 1996.
4(1) -- Form of Common Stock certificate.
10.3.1(5) -- Amended and Restated Registration Agreement by and
among the Registrant and certain stockholders of the
Registrant, dated as of May 22, 1992.
10.3.2(1) -- First Amendment to Amended and Restated
Registration Agreement by and among the Registrant
and certain stockholders of the Registrant, dated as
of March 31, 1993.
10.3.3(1) -- Second Amendment to Amended and Restated
Registration Agreement by and among the Registrant
and certain stockholders of the Registrant, dated as
of October 18, 1993.
10.3.4(1) -- Third Amendment to Amended and Restated
Registration Agreement by and among the Registrant
and certain stockholders of the Registrant, dated as
of January 13, 1995.
10.5(1) -- Employee Stock Option and Rights Plan.
10.5.1(6) -- Amendments to IMNET Systems, Inc. Employee Stock Option
Rights Plan, adopted September 9, 1996.
10.5.2(7) -- Forms of Key Employee Stock Options.
10.6(1) -- 1995 Non-Employee Directors Stock Option Plan.
10.6.1(8) -- IMNET Systems, Inc. Employee Discount Stock Purchase Plan.
10.7.1(1) -- Form of Incentive Stock Option Agreement used by Registrant
in 1994 in connection with the Employee Stock Option Rights
Plan.
10.7.2(1) -- Form of Incentive Stock Option Agreement used by
Registrant in 1995 in connection with the Employee
Stock Option and Rights Plan.
10.7.3(5) -- Form of Incentive Stock Option Agreement used by
Registrant in 1996 in connection with the Employee
Stock Option and Rights Plan.
10.8(1) -- Form of Indemnification Agreement.
10.9(1) -- Employment Agreement between the Registrant and Kenneth D.
Rardin, dated May 22, 1992, as amended pursuant to an
addendum, dated as of January 1, 1995.
10.9.1(2) -- Second Addendum to Employment Agreement between the
Registrant and Kenneth D. Rardin, dated as of September 15,
1996.
10.10.1(1) -- Incentive Stock Option Agreement between the Registrant and
Kenneth D. Rardin, dated as of February 14, 1995.
10.10.2(1) -- Incentive Stock Option Agreement between the Registrant and
Gary D. Bowers, dated February 14, 1995.
10.10.4(1) -- Incentive Stock Option Agreement between the
Registrant and Paul Collins, dated April 19, 1995.
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10.18(1) -- Distributor Agreement between the Registrant and JELCO Data
Services, Inc., dated March 29, 1993.
10.19(1) -- International Distribution Agreement between the Registrant
and SG2, dated September 20, 1993.
10.20(1) -- Value-Added Reseller Agreement between the
Registrant and Cerner Corporation, dated September
30, 1994.
10.21(1) -- Distribution Agreement between the Registrant and IDX
Systems Corporation, dated February 15, 1995.
10.22(1) -- Distribution Agreement between the Registrant and PHAMIS,
Inc., dated November 16, 1994.
10.23(1) -- International Distributor Agreement between the
Registrant and Software AG Germany, dated April 10,
1993.
10.26(1) -- Amendment to Distributor Agreement between the
Registrant and SoftNet Systems, Inc., dated June 20,
1995.
10.28(5) -- Distribution Agreement between the Registrant and
Datacom Imaging Systems, Inc., dated as of March 29,
1995.
10.28.1* -- Distribution Agreement between the Registrant and
HealthVISION, Inc., dated June 13, . 1997
10.30(5) -- End-user Equipment Purchase and Software License Terms and
Conditions between the Registrant and McLaren Health Care
Corporation, dated February 10, 1995, as amended.
10.32(5) -- Employment Agreement between the Registrant and Raymond L.
Brown, dated as of November 17, 1995.
10.33(5) -- Incentive Stock Option Agreement between Registrant and
Raymond L. Brown, dated as of December 1, 1995.
10.35(2)+ -- Manufacturing and Distribution License Agreement between
Registrant, SoftNet Systems, Inc. and Micrographic
Technology Corporation, dated as of June 30, 1996.
10.36(6) -- Employment Agreement between the Registrant and James A.
Gilbert, dated as of September 10, 1996.
10.37(9)+ -- Value Added Reseller Agreement between the Registrant and
ISG Technologies, Inc., dated March 18, 1997.
10.38(10)++ -- Stock Purchase Agreement dated as of June 25, 1997 among
Registrant, Advisoft and Stockholder.
10.39** -- Amended and Restated Non-Qualified Deferred Compensation
Plan.
10.40** -- Form of IMNET Systems, Inc. Endorsement Split-Dollar Life
Insurance Agreement with certain executives.
11* -- Statement re: Computation of Per Share Earnings.
21* -- Subsidiaries of the Registrant.
23 -- Consent of KPMG Peat Marwick LLP.
27* -- Financial Data Schedule (for SEC use only).
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(1) Incorporated by reference to the Exhibit with the same number in the
Registrant's Registration Statement on Form S-1 (No. 33-92130).
(2) Incorporated by reference to the Exhibit with the same number in the
Registrant's Annual Report on Form 10-K for the year ended June 30, 1996.
(3) Incorporated by reference to the same Exhibit number in the Registrant's
Annual Report on Form 10-K for the year ended June 30, 1995.
(4) Incorporated by reference to the Exhibit 2.1 filed with the Company's Form
8-K dated September 30, 1996, filed on October 15, 1996.
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(5) Incorporated by reference to the same Exhibit number in the Registrant's
report on Form S-1 (No. 33-99846).
(6) Incorporated by reference to the Exhibit with the same number in the
Registrant's Form 10-Q dated December 31, 1996, filed on February 13, 1996.
(7) Incorporated by reference to the Exhibit with the same number in the
Registrant's Form S-8 (Reg. No. 333-19429).
(8) Incorporated by reference to the Exhibit with the same number in the
Registrant's Form S-8 (Reg. No. 333-19397).
(9) Incorporated by reference to the Exhibit with the same number filed with
the Company's Form 8-K dated March 18, 1997, filed on April 2, 1997.
(10) Incorporated by reference to the Exhibit with the same number filed with
the Company's Form 8-K dated June 25, 1997.
* Previously filed as part of Form 10-K.
** Previously filed as part of Form 10-K/A, Amendment No. 1.
+ The Company has applied for confidential treatment of portions of this
Agreement. Accordingly, portions thereof have been omitted and filed
separately with the Securities and Exchange Commission.
++ In accordance with Item 601(b)(2) of Regulation S-K, the schedules have
been omitted and a list briefly describing the schedules is at the end of
the Exhibit. The Registrant will furnish supplementally a copy of any
omitted schedule to the Commission upon request.
487203.1
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
IMNET Systems, Inc.
We consent to the incorporation by reference in the Registration Statements
on Form S-3 (No. 333- 27289) and Form S-8 (No. 333-4014, No. 333-4016, No.
333-19395, No. 333-19397, and No. 333- 19429) of IMNET Systems, Inc. of our
report dated October 6, 1997, relating to the consolidated balance sheets
of IMNET Systems, Inc. and subsidiaries as of June 30, 1997, and 1996, 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, 1997, and the related schedule, which report appears in the June 30,
1997 annual report on Form 10-K of IMNET Systems, Inc.
KPMG PEAT MARWICK LLP
Atlanta, Georgia
November 3, 1997
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