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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25 SEC. FILE NO.:
0-26306
NOTIFICATION OF LATE FILING
CUSIP NUMBER:
(CHECK ONE): 452921-10-9
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: n.a.
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not applicable.
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant: IMNET SYSTEMS, INC.
Former Name if Applicable:
Address of Principle Executive Office (Street and Number): 3015 Windward
Plaza
Windward Fairways II
City, State and Zip Code: Alpharetta, GA 30005
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PART II -- RULES 12B-25(B) AND (C)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense. Yes [X]
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date. Yes [X]
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable. Yes [X]
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PART III -- NARRATIVE
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State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof could not be filed
within the prescribed period.
The Registrant's independent auditors have not completed their report on
the consolidated balance sheets of Registrant 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, as such auditors have not yet completed their audit
procedures. The Registrant's efforts to timely file the complete Form 10-K,
inclusive of Item 8 of such Form 10-K, caused the Registrant to file the Form
10-K late. Included at Exhibit 99.2 is the Registrant's press release of today's
date relative to such late filing.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
T. Clark Fitzgerald III, Esq.
Arnall Golden & Gregory
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8622
(2) Have all other periodic reports required under section 3 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contained in the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997, which is incorporated herein by
reference.
IMNET Systems, Inc. has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
IMNET SYSTEMS, INC.
By: RAYMOND L. BROWN
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Name: Raymond L. Brown
Title: Chief Financial Officer
Date: September 30, 1997
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EXHIBIT 99.1
INDEPENDENT AUDITORS' STATEMENT
September 30, 1997
IMNET Systems, Inc.
3015 Windward Plaza
Windward Fairways II
Alpharetta, Georgia 30005
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by IMNET Systems, Inc. on or about September 30,
1997, which contains notification of the registrant's inability to file its Form
10-K by September 29, 1997. We have read the Company's statements contained in
Part III therein and we agree with the stated reasons as to why we have been
unable to complete our audit and report on the consolidated financial statements
for the year ended June 30, 1997, to be included in Form 10-K.
Very truly yours,
KPMG Peat Marwick LLP
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EXHIBIT 99.2
CONTACT: IMNET SYSTEMS, INC.
RAYMOND L. BROWN
SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
(770) 521-5602
IMNET ANNOUNCES DELAYED FILING OF PORTIONS OF ITS ANNUAL REPORT
ATLANTA, GA, SEPTEMBER 30, 1997 -- IMNET Systems, Inc. (Nasdaq/NMS:IMNT)
announced today, in connection with its filing of its Annual Report on Form 10-K
for the year ended June 30, 1997, that it would, in accordance with Securities
and Exchange Commission ("SEC") rules, defer the filing of its audited financial
statements pending completion of such audit by KPMG Peat Marwick LLP ("KPMG"),
the Company's independent auditors. The Company expects to file its complete
Form 10-K within one to seven days.
Kenneth D. Rardin, the Company's Chairman and Chief Executive Officer,
explained that "The Company has deferred filing our fiscal 1997 financial
statements in order to allow our auditors additional time to complete their
audit. The auditors, however, have not proposed any adjustments to the Company's
financial statements, nor have the auditors had any disagreements with the
Company over such financial statements."
Mr. Rardin further noted that "KPMG's need for additional time to complete
all of its procedures may be attributable to a confidential informal inquiry
made by the SEC to KPMG concerning an anonymous party's letters with comments on
the Company's financial statements. After a careful internal review by the
Company and its Audit Committee, we are confident that the allegations are
without merit and erroneous and that our previously issued financial statements
and previously announced fiscal 1997 operating results are accurate."
Since the letters have been received by KPMG as recently as mid-September,
they have needed additional time to complete their audit. KPMG has not advised
the Company of any required adjustments to the previously announced financial
results of the Company, nor has the SEC asserted that the financial statements
are in error, and the Company anticipates that the audit report will be issued
imminently. Due to the confidential nature of these procedures and processes,
however, the Company will not publicly comment on the specific items raised by
the anonymous letters.
IMNET Systems, Inc., develops and markets electronic healthcare information
and document management systems that capture, index, store and retrieve
financial information, clinical information and medical images resident on most
storage media. IMNET's Electronic Information Warehouse, 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.
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. For example, since KPMG has
not yet completed its audit, they may encounter unanticipated delays. For
further information on risk factors, please refer to IMNET's Form 10-K for the
year ended June 30, 1996, including the "Business -- Risk Factors" section
thereof.
