-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G9M8K5Ud3P6sBLA4ju+42L9DPdTEAbDcfNNFBKLl5k2h0tlR68xlU9ZcbGBhS0LU xAPj/1xICrY2IEbFN9UyyA== 0000914062-97-000020.txt : 19970109 0000914062-97-000020.hdr.sgml : 19970109 ACCESSION NUMBER: 0000914062-97-000020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970108 EFFECTIVENESS DATE: 19970108 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMNET SYSTEMS INC CENTRAL INDEX KEY: 0000893329 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 391730068 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-19429 FILM NUMBER: 97502837 BUSINESS ADDRESS: STREET 1: 8601 DUNWOODY PLACE STE 420 CITY: ATLANTA STATE: GA ZIP: 30350 BUSINESS PHONE: 7709982200 MAIL ADDRESS: STREET 2: 8601 DUNWOODY PLACE SUITE 420 CITY: ATLANTA STATE: GA ZIP: 30350 S-8 1 REGISTRATION STATEMENT REGISTRATION NO. 333- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IMNET SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 39-1730068 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3015 Windward Plaza, Windward Fairways II, Alpharetta Georgia 30202 (Address of Principal Executive Offices) (Zip Code) IMNET SYSTEMS, INC. KEY EMPLOYEE STOCK OPTIONS (Full title of the plan) Kenneth D. Rardin, CEO IMNET Systems, Inc. 3015 Windward Plaza Windward Fairways II Alpharetta, Georgia 30202 (Name and address of agent for service) (770) 521-5600 (Telephone number, including area code, of agent for service) Copy to: T. Clark Fitzgerald III, Esq. Arnall Golden & Gregory 2800 One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3450 (404) 873-8500 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------- Proposed Proposed maximum Amount of Title of securities Amount to be maximum offering aggregate registration to be registered registered price per share offering price fee* - ------------------------------------------------------------------------------------------------------- Common Stock, 648,000 Shares $22.50 $14,580,000.00 $4,418.18 $.01 par value - -------------------------------------------------------------------------------------------------------
* Calculated pursuant to Rules 457(c) and 457(h), based upon the average of the high and low prices reported for the Common Stock on January 3, 1997 for the shares. 390049.2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in the Registration Statement: (a) The Registrant's Annual Report on Form 10-K, as amended, filed with respect to the Registrant's fiscal year ended June 30, 1996. (b) The Quarterly Report on Form 10-Q filed with respect to the Registrant's quarterly period ended September 30, 1996. (c) The Current Report on Form 8-K, as amended, dated September 30, 1996, filed October 15, 1996 (relating to the merger with Hunter International, Inc.) (d) The description of the Registrant's Common Stock, as such description is set forth in the Registrant's registration statement filed under Section 12 of the Securities Exchange Act of 1934 effected by filing of Form 8-A. This description was set forth in Registrant's prospectus dated July 20, 1995 pursuant to Rule 424(b) as part of Registrant's Registration Statement (No. 33-92130) on Form S-1. (e) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this registration statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 390049.2 -2- ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Bylaws of the Registrant, as amended, provide for mandatory indemnification rights, subject to limited exceptions, to any officer or director of the Registrant who by reason of the fact that he or she is or was an officer or director of the Registrant, is involved in a legal proceeding of any nature. The Registrant has also entered into indemnification agreements pursuant to which it has agreed, among other things, to indemnify its officers and directors to the fullest extent permitted by the General Corporation Law of the State of Delaware (the "Delaware Code"). The Registrant is a corporation organized under the laws of the State of Delaware. Section 145 of the Delaware Code authorizes indemnification when a person is made a party to any proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or was serving as a director, officer, employee or agent of another enterprise, at the request of the corporation, and if such person acted in good faith and in a manner reasonably believed by him or her to be in or not opposed to the best interests of the corporation. With respect to any criminal proceeding, such person must have had no reasonable cause to believe that his or her conduct was unlawful. If it is determined that the conduct of such person meets these standards, he or she may be indemnified for expenses incurred and amounts paid in such proceeding if actually and reasonably incurred by him or her in connection therewith. If such a proceeding is brought by or on behalf of the corporation (i.e., a derivative suit), such person may be indemnified against expenses actually and reasonably incurred if he or she acted in good faith and in a manner reasonably believed by him or her to be in, or not opposed to, the best interests of the corporation. There can be no indemnification with respect to any matter as to which such person is adjudged to be liable to the corporation; however, a court may, even in such case, allow such indemnification to such person for such expenses as the court deems proper. Where such person is successful in any such proceeding, he or she is entitled to be indemnified against expenses actually and reasonably incurred by him or her. In all other cases, indemnification is made by the corporation upon determination by it that indemnification of such person is proper because such person has met the applicable standard of conduct. Article Eight of the Registrant's Amended and Restated Certificate of Incorporation provides that the Registrant's directors will not be personally liable to the Registrant or its stockholders for monetary damages resulting from breaches of their fiduciary duty as directors except for liability (a) for any breach of their duty of loyalty to the Registrant or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware Code, which makes directors liable for unlawful dividends or unlawful stock repurchases or redemptions or (d) for transactions from which directors derive an improper personal benefit. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 390049.2 -3- ITEM 8. EXHIBITS. Exhibit No. Exhibit 3.2.2 Amended and Restated Certificate of Incorporation of the Registrant (hereby incorporated herein by reference to Exhibit 3.2.2 filed with Registrant's Registration Statement on Form S-1 (File No. 33-92130) which became effective on July 20, 1995) 3.3.1 Amended and Restated Bylaws of the Registrant (hereby incorporated herein by reference to Exhibit 3.3.1 filed with Registrant's Annual Report on Form 10-K (File No. 0-26306) for the year ended June 30, 1996) 5* Opinion of Arnall Golden & Gregory regarding legality 10.5 IMNET Systems, Inc. 1993 Employee Stock Option and Rights Plan (hereby incorporated herein by reference to Exhibit 10.5 filed with Registrant's Registration Statement on Form S-1 (File No. 33-92130) which became effective on July 20, 1995) 10.5.1* Amendments to IMNET Systems, Inc. 1993 Employee Stock Option and Rights Plan adopted September 9, 1996 10.5.2* Forms of Key Employee Stock Options 23.1* Consent of Arnall Golden & Gregory (included as part of Exhibit 5 hereto) 23.2* Consent of KPMG Peat Marwick LLP 24.1* Power of Attorney (included as part of the signature page hereto) * Included with this filing. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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 390049.2 -4- amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceedings) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 390049.2 -5- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia on December 31, 1996. IMNET SYSTEMS, INC. By: /s/ Kenneth D. Rardin ------------------------------------ Kenneth D. Rardin, Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth D. Rardin, James A. Gilbert and Raymond L. Brown and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
Name Title Date ---- ----- ---- /s/ Kenneth D. Rardin Chairman of the Board, Chief December 31, 1996 - ------------------------------------ Kenneth D. Rardin Executive Officer and Director (Principal Executive Officer) /s/ Raymond L. Brown Chief Financial Officer (Principal December 31, 1996 - ------------------------------------ Raymond L. Brown Financial and Accounting Officer) /s/ James A. Gilbert President, Chief Operating December 31, 1996 - ------------------------------------ James A. Gilbert Officer and Director /s/ Daniel P. Howell Director December 31, 1996 - ------------------------------------ Daniel P. Howell /s/ James A. Gordon Director December 31, 1996 - ------------------------------------ James A. Gordon
390049.2 -6- EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 IMNET SYSTEMS, INC. 390049.2 EXHIBIT INDEX Exhibit No. Description 3.2.2 Amended and Restated Certificate of Incorporation of the Registrant (hereby incorporated herein by reference to Exhibit 3.2.2 filed with Registrant's Registration Statement on Form S-1 (File No. 33-92130) which became effective on July 20, 1995) 3.3.1 Amended and Restated Bylaws of the Registrant (hereby incorporated herein by reference to Exhibit 3.3.1 filed with Registrant's Annual Report on Form 10-K (File No. 0-26306) for the year ended June 30, 1996) 5* Opinion of Arnall Golden & Gregory regarding legality 10.5 IMNET Systems, Inc. 1993 Employee Stock Option and Rights Plan (hereby incorporated herein by reference to Exhibit 10.5 filed with Registrant's Registration Statement on Form S-1 (File No. 33-92130) which became effective on July 20, 1995) 10.5.1* Amendments to IMNET Systems, Inc. 1993 Employee Stock Option and Rights Plan adopted September 9, 1996 10.5.2* Forms of Key Employee Stock Options 23.1* Consent of Arnall Golden & Gregory (included as part of Exhibit 5 hereto) 23.2* Consent of KPMG Peat Marwick LLP 24.1* Power of Attorney (included as part of the signature page hereto) * Included with this filing. 390049.2 EX-5 2 AGG OPINION EXHIBIT 5 390049.2 (404) 873-8500 (404) 873-8501 January 7, 1997 IMNET Systems, Inc. 3015 Windward Plaza Windward Fairways II Alpharetta, Georgia 30202 Re: Registration Statement on Form S-8 Ladies and Gentlemen: This opinion is rendered in connection with the proposed issue and sale by IMNET Systems, Inc., a Delaware corporation (the "Company"), of up to 648,000 shares of the Company's Common Stock, $.01 par value (the "Shares"), upon the terms and conditions set forth in the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). We have acted as counsel for the Company in connection with the issuance and sale of the Shares by the Company. In rendering the opinion contained herein, we have relied in part upon examination of the Company's corporate records, documents, certificates and other instruments and the examination of such questions of law as we have considered necessary or appropriate for the purpose of this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly and validly authorized and when sold in the manner contemplated by the Key Employee Stock Options of the Company, and upon receipt by the Company of payment therefor, and upon issuance pursuant to a current prospectus in conformity with the Act, they will be legally issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended. Sincerely, ARNALL GOLDEN & GREGORY 390049.2 EX-10.5.1 3 AMENDMENTS TO 1993 STOCK OPTION PLAN EXHIBIT 10.5.1 390049.2 AMENDMENTS TO THE IMNET SYSTEMS 1993 EMPLOYEE STOCK OPTION AND RIGHTS PLAN -------------------- WHEREAS, IMNET Systems, Inc., a Delaware corporation (the "Company"), has heretofore maintained the IMNET Systems, Inc. 1993 Employee Stock Option and Rights Plan (the "Plan") for the benefit of certain of its employees; and WHEREAS, the Company considers it advisable to amend the Plan to increase the number of shares of Common Stock of the Company, $.01 par value, subject to the Plan and to revise the Plan to conform to recent revisions to Regulation 16b-3 and to provide for changes in the recapitalization provisions of the Plan; and WHEREAS, the Board of Directors of the Company, pursuant to Section 8 of the Plan, authorized this amendment on September 9, 1996, subject to stockholder approval; NOW THEREFORE, effective September 9, 1996 (the "Effective Date"), subject to stockholder approval, the Company hereby amends the Plan as follows: 1. Section 1.(h) is hereby deleted in its entirety and the following inserted in lieu thereof: (h). "Disinterested Person" shall mean a "non-employee director" as defined in Rule 16b3 as promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Exchange Act"), as amended effective August 15, 1996, or any successor definition of a "non-employee director" adopted by the Commission. 2. Section 5(k) is hereby deleted in its entirety and the following substituted in lieu thereof: (k) Certain Recapitalizations. In general, if the Company is merged into or consolidated with another corporation under circumstances in which the Company is not the surviving corporation, or if the Company is liquidated, or sells or otherwise disposes of substantially all of its assets to another corporation (any such merger, consolidation, etc., being hereinafter referred to as a "Non- Acquiring Transaction") while unexercised options are outstanding under the Plan, after the effective date of a Non-Acquiring Transaction each holder of an outstanding option shall be entitled, upon exercise of such option, to receive such stock, or other securities as the holders of the same class of stock as those shares subject to the option shall be entitled to receive in such Non-Acquiring Transaction based upon the agreed upon conversion ratio or per share distribution. However, any limitations on exercisability of options owned by executive officers or the Company shall be waived, and options of non-executive officers may be waived (in the discretion of the Committee), so that all such options, from and after a date prior to the effective date of such Non-Acquiring Transaction shall be exercisable in full. Furthermore, the right to exercise shall, in the case of executive officers, and may (in the discretion of the Committee), in the case of other option holders, be given to each holder (by written notice) of an option during a 15-day period preceding the effective date of such Non- Acquiring Transaction. Any outstanding options not exercised within such 15- day period may be cancelled by the Committee as of the effective date of any such Non-Acquiring Transaction, as specified in the 15-day notice. To the extent 390049.2 that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. 3. The first paragraph of Section 3 is hereby deleted in its entirety, and the following substituted in lieu thereof: The total number of shares of Stock reserved and available for distribution under the Plan shall be 1,590,000 shares. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. 4. Section 8 is hereby deleted in its entirety, and the following substituted in lieu thereof: SECTION 8. AMENDMENTS AND TERMINATION The Board may amend, alter, or discontinue the Plan, but, except as otherwise provided herein, no amendment, alteration, or discontinuation shall be made which would impair the rights of an optionee or participant under a Stock Option, Stock Appreciation Right or Other Stock- Based Award theretofore granted. The Committee may amend the terms of any Stock Option or other award theretofore granted, prospectively or retroactively, but, subject to Section 3 above, no such amendment shall impair the rights of any holder without the holder's consent. The Committee may also substitute new Stock Options for previously granted Stock Options (on a one for one or other basis), including previously granted Stock Options having higher option exercise prices. Subject to the above provisions, the Board shall have broad authority to amend the Plan to take into account changes in applicable securities and tax laws and accounting rules, as well as other developments. IN WITNESS HEREOF, the Company has adopted this amendment as of the Effective Date. IMNET SYSTEMS, INC. By: /s/ Raymond L. Brown 390049.2 EX-10.5.2 4 FORMS OF KEY EMPLOYEE STOCK OPTIONS EXHIBIT 10.5.2 390049.2 EXHIBIT F-1 September 10, 1996 [FORM FOR USE OF EXECUTIVE OFFICERS] Dear __________: This letter sets forth the agreement between you ("Employee") and IMNET Systems, Inc., a Delaware corporation (the "Company"), regarding your option to acquire shares of the Company's Common Stock. 1. Grant of Option. Subject to the terms set forth below, the Company hereby grants to Employee the right, privilege, and option to purchase up to _________ shares (the "Option Shares" of its Common Stock at the purchase price of $15-3/4 per share, which price is equal to the fair market value thereof on the date of grant. The date of grant ("Grant Date") of the option is 12:01 a.m., September 10, 1996. This option is intended to be a "non-qualified option". 2. Term. Except as otherwise provided herein or in the Employee Stock Option and Rights Plan, the option shall terminate upon the earlier to occur of (i) the expiration of ten years following the Grant Date, (ii) the date of termination of the option in accordance with Section 6 in the event of Disability, Death or Retirement, (iii) 30 days following voluntary termination by Employee of Employee's employment by the Company (other than by reason of Death, Disability or Retirement) or (iv) termination of Employee's employment by the Company (other than by reason of voluntary termination, Disability, Death, or Retirement). 3. Time of Exercise of Option. Subject to Sections 6 and 7 below, prior to its termination as set forth herein or in the Plan, Employee may exercise the option granted herein on a cumulative basis as described below: 390049.2 Cumulative Percentage of Option Shares Exercise Date Exercisable First Anniversary of Grant Date 20% Second Anniversary of Grant Date 20% (40% of total granted) Third Anniversary of Grant Date 20% (60% of total granted) Fourth Anniversary of Grant Date 20% (80% of total granted) Fifth Anniversary of Grant Date 20% (100% of total granted) 4. Method of Exercise. The option shall be exercised by written notice directed to the Compensation Advisory Committee (the "Committee"), or if none has been appointed, to the Board of Directors of the Company, at the Company's principal executive office, accompanied by payment of the option price for the number of Option Shares purchased in accordance with the Plan's requirements. At Employee's discretion, the Company shall make delivery of such shares in accordance with the Plan provided that if any law or regulation requires the Company to take any action with respect to the shares specified in such notice before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. 5. The Plan. The Company's 1993 Employee Stock Option and Rights Plan, as amended from time to time, by the Board of Directors of the Company (the "Plan"), is hereby incorporated into this letter and to the extent that anything in this letter is inconsistent with the Plan, the terms of the Plan shall control. Employee acknowledges that the Company has provided a copy of the Plan to Employee. The parties agree that, as a matter of convenience, this agreement is to be governed by the Plan, even though it is understood and agreed that the shares subject to the option granted hereby are not among those expressly authorized to be granted pursuant to the Plan. 6. Termination of Option. Except as otherwise stated herein, or in the Plan, the option, to the extent not previously exercised, shall terminate in accordance with the Plan and upon the first to occur of the following events: a. Disability. The expiration of 36 months after the date on which Employee's employment by the Company is terminated, if such termination be by reason of Employee's permanent and total Disability (as defined in the Plan), provided, however that the option shall be exercisable only to the extent that Employee had the right to exercise the option at the time of termination, and if the Employee dies within such 36 month period, any unexercised option held by such Employee shall thereafter be exercisable in accordance with the provisions of and shall terminate upon the first to occur of the events described in Section 6(b). b. Death. In the event of Employee's death while in the employ of the Company, the expiration of 12 months following the date of his or her death, provided that the option shall be exercisable following the Employee's death only to the extent 390049.2 that Employee had the right to exercise the option at the time of his or her death; or c. Retirement. In the event Employee's employment by the Company terminates by reason of Normal or Early Retirement (as defined in the Plan), any option held by such Employee may be exercised by the Employee for a period of 36 months from the date of such termination; provided, however, that if the Employee dies within such 36 month period any unexercised option held by Employee shall thereafter be exercisable in accordance with the provisions of and shall terminate upon the first to occur of the events described in Section 6(b). Except as set forth above, the option may not be exercised unless Employee, at the time he or she exercises the option, is, and has been at all times since the date of grant of the option, an employee of the Company. Employee shall be deemed to be employed by the Company if he or she is employed by the Company or any of its subsidiaries. 7. Reclassification, Consolidation, or Merger. The number of Option Shares may be adjusted in accordance with the Plan if certain events such as merger, reorganization, consolidation, recapitalization, stock dividends, stock splits, or other changes in the Company's corporate structure affecting its Common Stock occur. The options subject to this Agreement shall immediately become vested in the event of a Non-Acquiring Transaction, as defined in Section 5(k) of the Plan. 8. Rights Prior to Exercise of Option. This option is not transferable by Employee, except by will or by the laws of descent and distribution or as otherwise set forth in the Plan, and during Employee's lifetime shall be exercisable only by Employee. This option shall confer no rights to the holder hereof to act as a stockholder with respect to any of the Option Shares until payment of the option price and delivery of a share certificate has been made. 9. Employee's Representations and Warranties. By execution of this agreement, Employee represents and warrants to the Company as follows: a. Employee is accepting this option solely for his or her own account for investment and not with a view to or for sale or distribution of the option or any Option Shares and not with any present intention of selling, offering to sell, or otherwise disposing of or distributing the option or any Option Shares. The entire legal and beneficial interest of the option and the Option Shares are for and will be held for the account of the Employee only and neither in whole nor in part for any other person. b. Employee resides at the following address: ---------------------------- ---------------------------- ---------------------------- 390049.2 c. Employee is familiar with the Company and its plans, operations, and financial condition. Prior to the acceptance of this option, Employee had received all information as he or she deems necessary and appropriate to enable an evaluation of the financial risk inherent in accepting and exercising the option and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. 10. Restricted Securities. Employee recognizes and understands that this option and the Option Shares have not been and may not be in the future registered under the Securities Act of 1933, as amended (the "Act"), the Georgia Securities Act of 1973, as amended (the "Georgia Act"), or any other state securities law. Any transfer of the option (if otherwise permitted hereunder, and once exercised, the Option Shares) will not be recognized by the Company unless such transfer is registered under the Act, the Georgia Act, and any other applicable state securities laws or effected pursuant to an exemption from such registration which may then be available. Any share certificates representing the Option Shares may be stamped with legends restricting transfer thereof in accordance with the Company's policy with respect to unregistered shares of its Common Stock issued to employees as a result of exercise of options granted under the Plan. The Company may make a notation in its stock transfer records of the aforementioned restrictions on transfers and legends. Employee recognizes and understands that the Option Shares may be restricted securities within the meaning of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 may not be available under certain circumstances and that Employee's opportunity to utilize Rule 144 to sell the Option Shares may be limited or denied. The Company shall be under no obligation to maintain or promote a public trading market for the class of shares for which the option is granted or to make provision for adequate information concerning the Company to be available to the public as provision for adequate information concerning the obligation to recognize any transfer or sale of any Option Shares unless the terms and conditions of Rule 144 are complied with by the Employee. By acceptance hereof, Employee agrees that no permitted disposition of this option or any Option Shares shall be made unless and until (i) there is then in effect a registration statement under the Act, the Georgia Ct, and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) Employee shall have notified the Company of a proposed disposition and shall have furnished to the Company a detailed statement of the circumstances surrounding such disposition, together with an opinion of counsel acceptable in form and substance to the Company that such disposition will not require registration of the shares so disposed under the Act, the Georgia Act, and any applicable state securities laws. The Company shall be under no obligation to permit such transfer or disposition on its stock transfer books unless counsel for the Company shall concur as to such matters. 11. Tax Matters. The Employee hereby agrees to comply with any applicable federal, state, and local income and employment tax requirements which might arise with regard to a disposition of any Option Shares and to inform the Company of any such disposition which occurs prior to the expiration of (i) two years from the date of grant of the option, and (ii) one year from the date of transfer to him of Option Shares. No later than the 390049.2 date as of which an amount first becomes includable in the gross income of the Employee for federal income tax purposes with respect to the exercise of any option under the Plan, Employee shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan are conditional on such payment or arrangements and the Company shall have the right to deduct any such taxes from any payment of any kind otherwise due to Employee. 12. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and permissible assigns. 13. Miscellaneous. This Agreement shall be governed by and construed under the laws of the State of Georgia. If any term or provision hereof shall be held invalid or unenforceable, the remaining terms and provisions hereof shall continue in full force and effect. Any modification to this Agreement shall not be effective unless the same shall be in writing and such writing shall be signed by authorized representatives of both of the parties hereto. The terms of paragraphs 9 and 10 shall attach to the Option Shares. The option contained in this letter shall not confer upon Employee any right to continued employment with the Company, nor shall it interfere in any way with the right of the Company to terminate the employment of Employee at any time. This letter can be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. 390049.2 Please signify your acceptance of the option and your agreement to be bound by the terms hereof by promptly signing one of the two original letters provided to you and returning the same to the President of the Company. The Company looks forward to a long and mutually beneficial relationship. Very truly yours, IMNET SYSTEMS, INC. Raymond L. Brown Senior Vice President and Chief Financial Officer ACCEPTED AND AGREED on the _____ day of _______________, 1996. EMPLOYEE: Print Name:_____________________________ Social Security No.:____________________ 390049.2 EXHIBIT F-2 September 10, 1996 [FORM FOR USE FOR EMPLOYEES WHO ARE NOT EXECUTIVE OFFICERS] Dear __________: This letter sets forth the agreement between you ("Employee") and IMNET Systems, Inc., a Delaware corporation (the "Company"), regarding your option to acquire shares of the Company's Common Stock. 1. Grant of Option. Subject to the terms set forth below, the Company hereby grants to Employee the right, privilege, and option to purchase up to _________ shares (the "Option Shares" of its Common Stock at the purchase price of $15-3/4 per share, which price is equal to the fair market value thereof on the date of grant. The date of grant ("Grant Date") of the option is 12:01 a.m., September 10, 1996. This option is intended to be a "non-qualified option". 2. Term. Except as otherwise provided herein or in the Employee Stock Option and Rights Plan, the option shall terminate upon the earlier to occur of (i) the expiration of ten years following the Grant Date, (ii) the date of termination of the option in accordance with Section 6 in the event of Disability, Death or Retirement, (iii) 30 days following voluntary termination by Employee of Employee's employment by the Company (other than by reason of Death, Disability or Retirement) or (iv) termination of Employee's employment by the Company (other than by reason of voluntary termination, Disability, Death, or Retirement). 3. Time of Exercise of Option. Subject to Sections 6 and 7 below, prior to its termination as set forth herein or in the Plan, Employee may exercise the option granted herein on a cumulative basis as described below: 390049.2 Cumulative Percentage of Option Shares Exercise Date Exercisable First Anniversary of Grant Date 20% Second Anniversary of Grant Date 20% (40% of total granted) Third Anniversary of Grant Date 20% (60% of total granted) Fourth Anniversary of Grant Date 20% (80% of total granted) Fifth Anniversary of Grant Date 20% (100% of total granted) 4. Method of Exercise. The option shall be exercised by written notice directed to the Compensation Advisory Committee (the "Committee"), or if none has been appointed, to the Board of Directors of the Company, at the Company's principal executive office, accompanied by payment of the option price for the number of Option Shares purchased in accordance with the Plan's requirements. At Employee's discretion, the Company shall make delivery of such shares in accordance with the Plan provided that if any law or regulation requires the Company to take any action with respect to the shares specified in such notice before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. 5. The Plan. The Company's 1993 Employee Stock Option and Rights Plan, as amended from time to time, by the Board of Directors of the Company (the "Plan"), is hereby incorporated into this letter and to the extent that anything in this letter is inconsistent with the Plan, the terms of the Plan shall control. Employee acknowledges that the Company has provided a copy of the Plan to Employee. The parties agree that, as a matter of convenience, this agreement is to be governed by the Plan, even though it is understood and agreed that the shares subject to the option granted hereby are not among those expressly authorized to be granted pursuant to the Plan. 6. Termination of Option. Except as otherwise stated herein, or in the Plan, the option, to the extent not previously exercised, shall terminate in accordance with the Plan and upon the first to occur of the following events: a. Disability. The expiration of 36 months after the date on which Employee's employment by the Company is terminated, if such termination be by reason of Employee's permanent and total Disability (as defined in the Plan), provided, however that the option shall be exercisable only to the extent that Employee had the right to exercise the option at the time of termination, and if the Employee dies within such 36 month period, any unexercised option held by such Employee shall thereafter be exercisable in accordance with the provisions of and shall terminate upon the first to occur of the events described in Section 6(b). b. Death. In the event of Employee's death while in the employ of the Company, the expiration of 12 months following the date of his or her death, provided that the option shall be exercisable following the Employee's death only to the extent 390049.2 that Employee had the right to exercise the option at the time of his or her death; or c. Retirement. In the event Employee's employment by the Company terminates by reason of Normal or Early Retirement (as defined in the Plan), any option held by such Employee may be exercised by the Employee for a period of 36 months from the date of such termination; provided, however, that if the Employee dies within such 36 month period any unexercised option held by Employee shall thereafter be exercisable in accordance with the provisions of and shall terminate upon the first to occur of the events described in Section 6(b). Except as set forth above, the option may not be exercised unless Employee, at the time he or she exercises the option, is, and has been at all times since the date of grant of the option, an employee of the Company. Employee shall be deemed to be employed by the Company if he or she is employed by the Company or any of its subsidiaries. 7. Reclassification, Consolidation, or Merger. The number of Option Shares may be adjusted in accordance with the Plan if certain events such as merger, reorganization, consolidation, recapitalization, stock dividends, stock splits, or other changes in the Company's corporate structure affecting its Common Stock occur. 8. Rights Prior to Exercise of Option. This option is not transferable by Employee, except by will or by the laws of descent and distribution or as otherwise set forth in the Plan, and during Employee's lifetime shall be exercisable only by Employee. This option shall confer no rights to the holder hereof to act as a stockholder with respect to any of the Option Shares until payment of the option price and delivery of a share certificate has been made. 9. Employee's Representations and Warranties. By execution of this agreement, Employee represents and warrants to the Company as follows: a. Employee is accepting this option solely for his or her own account for investment and not with a view to or for sale or distribution of the option or any Option Shares and not with any present intention of selling, offering to sell, or otherwise disposing of or distributing the option or any Option Shares. The entire legal and beneficial interest of the option and the Option Shares are for and will be held for the account of the Employee only and neither in whole nor in part for any other person. 390049.2 b. Employee resides at the following address: ---------------------------- ---------------------------- ---------------------------- c. Employee is familiar with the Company and its plans, operations, and financial condition. Prior to the acceptance of this option, Employee had received all information as he or she deems necessary and appropriate to enable an evaluation of the financial risk inherent in accepting and exercising the option and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. 10. Restricted Securities. Employee recognizes and understands that this option and the Option Shares have not been and may not be in the future registered under the Securities Act of 1933, as amended (the "Act"), the Georgia Securities Act of 1973, as amended (the "Georgia Act"), or any other state securities law. Any transfer of the option (if otherwise permitted hereunder, and once exercised, the Option Shares) will not be recognized by the Company unless such transfer is registered under the Act, the Georgia Act, and any other applicable state securities laws or effected pursuant to an exemption from such registration which may then be available. Any share certificates representing the Option Shares may be stamped with legends restricting transfer thereof in accordance with the Company's policy with respect to unregistered shares of its Common Stock issued to employees as a result of exercise of options granted under the Plan. The Company may make a notation in its stock transfer records of the aforementioned restrictions on transfers and legends. Employee recognizes and understands that the Option Shares may be restricted securities within the meaning of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 may not be available under certain circumstances and that Employee's opportunity to utilize Rule 144 to sell the Option Shares may be limited or denied. The Company shall be under no obligation to maintain or promote a public trading market for the class of shares for which the option is granted or to make provision for adequate information concerning the Company to be available to the public as provision for adequate information concerning the obligation to recognize any transfer or sale of any Option Shares unless the terms and conditions of Rule 144 are complied with by the Employee. By acceptance hereof, Employee agrees that no permitted disposition of this option or any Option Shares shall be made unless and until (i) there is then in effect a registration statement under the Act, the Georgia Ct, and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) Employee shall have notified the Company of a proposed disposition and shall have furnished to the Company a detailed statement of the circumstances surrounding such disposition, together with an opinion of counsel acceptable in form and substance to the Company that such disposition will not require registration of the shares so disposed under the Act, the Georgia Act, and any applicable state securities laws. The Company shall be under no obligation to permit such transfer or disposition on its stock transfer books unless counsel for the Company shall concur as to such matters. 390049.2 11. Tax Matters. The Employee hereby agrees to comply with any applicable federal, state, and local income and employment tax requirements which might arise with regard to a disposition of any Option Shares and to inform the Company of any such disposition which occurs prior to the expiration of (i) two years from the date of grant of the option, and (ii) one year from the date of transfer to him of Option Shares. No later than the date as of which an amount first becomes includable in the gross income of the Employee for federal income tax purposes with respect to the exercise of any option under the Plan, Employee shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan are conditional on such payment or arrangements and the Company shall have the right to deduct any such taxes from any payment of any kind otherwise due to Employee. 12. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and permissible assigns. 13. Miscellaneous. This Agreement shall be governed by and construed under the laws of the State of Georgia. If any term or provision hereof shall be held invalid or unenforceable, the remaining terms and provisions hereof shall continue in full force and effect. Any modification to this Agreement shall not be effective unless the same shall be in writing and such writing shall be signed by authorized representatives of both of the parties hereto. The terms of paragraphs 9 and 10 shall attach to the Option Shares. The option contained in this letter shall not confer upon Employee any right to continued employment with the Company, nor shall it interfere in any way with the right of the Company to terminate the employment of Employee at any time. This letter can be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. 390049.2 Please signify your acceptance of the option and your agreement to be bound by the terms hereof by promptly signing one of the two original letters provided to you and returning the same to the President of the Company. The Company looks forward to a long and mutually beneficial relationship. Very truly yours, IMNET SYSTEMS, INC. Raymond L. Brown Senior Vice President and Chief Financial Officer ACCEPTED AND AGREED on the _____ day of ________________, 1996. EMPLOYEE: Print Name:________________________________ Social Security No.:_______________________ 390049.2 EX-23 5 CONSENT OF KPMG PEAT MARWICK EXHIBIT 23.2 390049.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors IMNET Systems, Inc.: We consent to the incorporation by reference in the Registration Statement on Form S-8 of IMNET Systems, Inc. of our reports dated August 13, 1996, with respect to the consolidated balance sheets of IMNET Systems, Inc. and subsidiaries as of June 30, 1996, and 1995, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended June 30, 1996, and the related financial statement schedule, which reports appear in the June 30, 1996 annual report on Form 10-K of IMNET Systems, Inc. KPMG PEAT MARWICK LLP January 6, 1997 390049.2 -----END PRIVACY-ENHANCED MESSAGE-----